School Specialty Inc.
Annual Report 2013

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934:For the fiscal year ended April 27, 2013OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934Commission File No. 000-24385SCHOOL SPECIALTY, INC.(Exact name of Registrant as specified in its charter) Delaware 39-0971239(State or other jurisdiction of (I.R.S. Employerincorporation or organization) Identification No.)W6316 Design Drive Greenville, Wisconsin 54942(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (920) 734-5712Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registeredNone NoneSecurities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par valueIndicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes  No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File requiredto be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was requiredto submit and post such files). Yes  No ¨Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company  (Do not check if smallerreporting company) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to thebest of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No The aggregate market value of the voting stock held by nonaffiliates of the Registrant, as of October 27, 2012, was approximately $34,330,319. As ofJune 12, 2013, there were 1,000,004 shares of the Registrant’s common stock outstanding.PART I Item 1.BusinessUnless the context requires otherwise, all references to “School Specialty,” the “Company,” “we” or “our” refer to School Specialty, Inc. andits subsidiaries. Our fiscal year ends on the last Saturday in April of each year. In this Annual Report on Form 10-K (“Annual Report”), we refer tofiscal years by reference to the calendar year in which they end (e.g., the fiscal year ended April 27, 2013 is referred to as “fiscal 2013”).Bankruptcy FilingOn January 28, 2013, School Specialty, Inc. and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). Thecases (the “Chapter 11 Cases”) were jointly administered as Case No. 13-10125 (KJC) under the caption “In re School Specialty, Inc., et al.” The Debtorscontinued to operate their business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicableprovisions of Chapter 11 and orders of the Bankruptcy Court. The Company’s foreign subsidiaries were not part of the Chapter 11 Cases.The Chapter 11 Cases were filed in response to an environment of ongoing declines in school spending and a lack of sufficient liquidity, including tradecredit provided by the Debtors’ vendors, to permit the Debtors to pursue their business strategy to position the School Specialty brands successfully for thelong term. As a result of the Chapter 11 filing, the Company’s common stock was delisted from the NASDAQ Stock Market, effective March 1, 2013.On May 23, 2013, the Bankruptcy Court entered an order confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 ofthe Bankruptcy Code (the “Reorganization Plan”), and a corrected copy of such order was entered by the Bankruptcy Court on June 3, 2013. TheReorganization Plan, which is described in additional detail below, became effective on June 11, 2013 (the “Effective Date”). Pursuant to the ReorganizationPlan, on the Effective Date, the Company’s existing credit agreements, outstanding convertible subordinated debentures, equity plans and certain otheragreements were cancelled. In addition, all outstanding equity interests of the Company that were issued and outstanding prior to the Effective Date werecancelled on the Effective Date. Also on the Effective Date, in accordance with and as authorized by the Reorganization Plan, the Company reincorporated inDelaware and issued a total of 1,000,004 shares of Common Stock of the reorganized Company to holders of certain allowed claims against the Debtors inexchange for such claims. As of June 12, 2013, there were 60 record holders of the new common stock of the reorganized Company issued pursuant to theReorganization Plan.The Reorganization PlanGeneralThe Reorganization Plan generally provided for the payment in full in cash on or as soon as practicable after the Effective Date of specified claims,including: • All claims (the “DIP Financing Claims”) under the Debtor-in-Possession Credit Agreement (the “ABL DIP Agreement”) by and among Wells FargoCapital Finance, LLC (as Administrative Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner) and GE Capital Markets, Inc.(as Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner and Syndication Agent), General Electric Capital Corporation (as syndicationagent), the lenders party to the ABL DIP Facility (as defined below), and the Company and certain of its subsidiaries; • Certain pre-petition secured claims; • All claims relating to the costs and expenses of administering the Chapter 11 Cases; and • All priority claims. 2In addition, the Reorganization Plan generally provides for the treatment of allowed claims against, and equity interests in, the Debtors as follows: • The lenders under the Senior Secured Super Priority Debtor-in-Possession Credit Agreement (the “Ad Hoc DIP Agreement”) by and among theCompany, certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent and the lenders party theretowere entitled to receive (i) cash in an approximate amount of $98.3 million, and (ii) 65% of the common stock of the reorganized Company; • Each holder of an allowed general unsecured claim is entitled to receive a deferred cash payment equal to 20% of such allowed claim, plus interest,on the terms described in the Reorganization Plan; • Each holder of an unsecured claim arising from the provision of goods and/or services to the Debtors in the ordinary course of its pre-petition traderelationship with the Debtors, with whom the reorganized Debtors continue to do business after the Effective Date, is entitled to receive a deferredcash payment equal to 20% of such claim, plus interest, on the terms described in the Reorganization Plan. Such holders may increase theirpercentage recoveries to 45%, plus interest, by electing to provide the reorganized Debtors with customary trade terms for a specified period, asdescribed in the Reorganization Plan; • Each holder of the Company’s 3.75% Convertible Subordinated Debentures due 2026, as further described elsewhere in this report, received itspro rata share of 35% of the common stock of the reorganized Company; • Each holder of an allowed general unsecured claim or allowed trade unsecured claim of $3,000 or less, or any holder of a general unsecured claimor trade unsecured claim in excess of $3,000 that agreed to voluntarily reduce the amount of its claim to $3,000 under the terms described in theReorganization Plan, was entitled to receive a cash payment equal to 20% of such allowed claim on or as soon as practicable after the EffectiveDate; and • Holders of equity interests in the Company prior to the Effective Date, including claims arising out of or with respect to such equity interests, werenot entitled to receive any distribution under the Reorganization Plan.Exit FacilitiesAs of the Effective Date, the Debtors closed on the exit credit facilities, the proceeds of which were or will be, among other things, used to (i) pay in cashthe DIP Financing Claims, to the extent provided for in the Reorganization Plan, (ii) make required distributions under the Reorganization Plan, (iii) satisfycertain Reorganization Plan-related expenses, and (iv) fund the reorganized Company’s working capital needs. The terms of the exit credit facilities aredescribed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, below.Equity InterestsAs mentioned above, all shares of the Company’s common stock outstanding prior to the Effective Date were cancelled and extinguished as of theEffective Date. In accordance with the Reorganization Plan, on the Effective Date, the reorganized Company issued the new common stock, subject to dilutionpursuant to the Management Incentive Plan (as defined and described below). The Company issued 1,000,004 shares of new common stock on the EffectiveDate pursuant to the Reorganization Plan, which constitutes the total number of shares of new common stock outstanding immediately following the EffectiveDate, subject to dilution pursuant to the Management Incentive Plan.On the Effective Date, equity interests in the Company’s U.S. subsidiaries were deemed cancelled and extinguished and of no further force and effect,and each reorganized subsidiary was deemed to issue and 3distribute the new subsidiary equity interests. The ownership and terms of such new subsidiary equity interests in the reorganized subsidiaries are the same asthe ownership and terms of the equity interests in these subsidiaries immediately prior to the Effective Date, except as otherwise provided in the ReorganizationPlan.Reincorporation in Delaware; Amendments to Articles of IncorporationOn the Effective Date, the Company was reincorporated as a Delaware corporation. Prior to the Effective Date, the Company caused a new wholly ownedsubsidiary to be formed in Delaware. On the Effective Date, the Company entered into a plan of merger with the Delaware subsidiary, providing for theCompany to merge with and into the Delaware subsidiary, so that the Company’s separate corporate existence as a Wisconsin corporation ceased and theDelaware subsidiary was the surviving corporation. The certificates of incorporation of the reorganized Company and its reorganized subsidiaries wereamended to be consistent with the provisions of the Reorganization Plan and the Bankruptcy Code, including the prohibition of issuance of nonvoting equitysecurities only for so long as, and to the extent that, the issuance of nonvoting equity securities is prohibited by the Bankruptcy Code. The reorganizedCompany was authorized to issue the new common stock for distribution in accordance with the terms of this Reorganization Plan and the amended certificateof incorporation without the need for any further corporate or shareholder action.Appointment of Senior Executive Officers and DirectorsPursuant to the Reorganization Plan, on the Effective Date, the terms of the directors and managers of the board of directors or board of managers of theDebtors expired and such directors and managers were deemed removed from such boards. The initial board of directors of the reorganized Company iscomprised of four members, including: • Michael P. Lavelle, the Company’s Chief Executive Officer; and • Three directors, including Madhu Satyanarayana, Justin Lu and James R. Henderson, as designated by the three largest lenders under the Ad HocDIP Agreement.All of the other lenders under the Ad Hoc DIP Agreement had the right to designate an additional director under the Reorganization Plan. These lendersdetermined not to exercise their right, and have requested that the board of directors designate the additional director at its discretion.On the Effective Date, the officers of each of the reorganized Company and subsidiaries were appointed in accordance with the provisions of the neworganizational documents.On July 22, 2013 the Company entered into a Transition and Separation Agreement and Mutual General Release (the “Transition Agreement”) withMr. Lavelle, pursuant to which Mr. Lavelle resigned as President and Chief Executive Officer of the Company, and as a member of the board of directors ofthe Company, effective as of such date after August 2, 2013 as determined by the board of directors, but not later than September 1, 2013. The effective dateis expected to be August 9, 2013. As discussed in more detail in Item 10, Directors, Executive Officers and corporate Governance, because of the resignation ofMr. Lavelle, the board of directors appointed James R. Henderson to serve as interim Chief Executive Officer of the Company.RestructuringThe Reorganization Plan provided as soon as reasonably practicable after the Effective Date, that the reorganized Company and subsidiaries maysimplify and rationalize their corporate structures by eliminating certain entities deemed no longer essential. As of the date hereof, the Company has noteliminated any such entities.Management Incentive PlanThe Reorganization Plan provides that, following the Effective Date, the board of directors of the reorganized Company will determine the terms of anincentive plan (a “Management Incentive Plan”) permitting the reorganized Company to grant participating employees, officers and directors of the reorganizedCompany shares of common stock of the reorganized Company and/or options to acquire shares of common stock, and/or to provide such participatingemployees, officers and directors with such other consideration, including cash bonuses, as the new board of directors may determine. 4Company OverviewSchool Specialty is a leading education company serving the pre-kindergarten through twelfth grade (“preK-12”) market with innovative and value-added instructional solutions that address a broad spectrum of educational needs, from basic school supplies to standards-based curriculum solutions. TheCompany offers its products through two operating groups: Accelerated Learning and Educational Resources. Accelerated Learning provides core andsupplemental curriculum programs that help educators deepen students’ subject matter understanding and accelerate the speed of learning. This group intendsto expand its portfolio of instructional programs, combining print-based and digital instructional and assessment tools to deliver value to educators and buildcompetitive advantages in the marketplace. We believe the Educational Resources group offers educators the broadest range and deepest assortment of basicschool supplies, supplemental learning products, classroom equipment and furniture available from a single supplier. That positioning creates competitiveadvantages in the ability to aggregate products and deliver materials in cross curricular and educational category kits. The group further differentiates itselfthrough proprietary product development activities that result in innovative approaches to early childhood and student learning.Across both groups, we reach our customers through a sales force of approximately 497 professionals, 8.9 million catalogs, and our proprietary e-commerce websites. In fiscal 2013, we believe we sold products to approximately 70% of the estimated 130,000 schools in the United States and we believe wereached a majority of the 3.8 million teachers in those schools. For fiscal 2013 we generated revenues of $675.0 million.The following is a more complete description of our two operating groups, or segments. Financial information about our segments, as well as geographicinformation, is included in Note 16 under Item 8, Financial Statements and Supplementary Data.Accelerated Learning Segment. Our Accelerated Learning segment is a preK-12 curriculum-based publisher of proprietary and nonproprietaryproducts and services supporting the following areas: • Science • Math • Reading and Math Intervention • Planning and Student Development • Coordinated School HealthProducts in our Accelerated Learning segment are typically sold to teachers, curriculum specialists and other educators with direct responsibility foradvancing student outcomes.Accelerated Learning develops standards-based curriculum products, supplemental curriculum materials, instructional programs and studentassessment tools. Its offerings are both comprehensive and targeted to address specific learning needs, drive improved student performance, engage learnersand accelerate the learning process. A team of more than 50 product development associates create and work with an impressive stable of outside developers,authors, co-publishing strategic partners and consultants to develop educational products and solutions that satisfy curriculum standards and improveclassroom teaching effectiveness.Our product portfolio is guided by K-12 curriculum standards, which can vary by state, but there is a consistency that allows for the creation ofnationally marketed programs with the occasional customized development of state-specific curriculum solutions. We believe our Accelerated Learningoperating segment provides a broad collection of educational programs that effectively combines supplemental curriculum solutions, academic planning andorganization, inquiry based (hands-on) learning, comprehensive learning kits, extensive performance assessments, and consultant-led or web-delivered teachertraining. 5Our Accelerated Learning segment product lines include Premier Agendas, Delta Education, FOSS, CPO Science, Frey Scientific, Educator’sPublishing Service, Academy of Reading, Wordly Wise 3000, ThinkMath!, Making Connections, S.P.I.R.E. and SPARK. Our Accelerated Learningproducts and services accounted for approximately 26% of our revenues in fiscal 2013.Educational Resources Segment. Our Educational Resources segment provides supplemental educational materials to educators in the preK-12market. Products include a comprehensive line of everyday consumables and instructional materials and furniture and equipment. Educational Resourcesproducts are marketed using a category management structure that focuses on customer segments within three primary product categories: Administrator,Educator and Furniture. • The Administrator category offers basic classroom supplies, office products, janitorial and sanitation supplies, school equipment, technologyproducts and paper. • The Educator category includes supplemental learning materials, teaching resources, art supplies, early childhood products, physical educationequipment and special needs equipment and classroom technology. • The Furniture category includes classroom furniture, library furniture, cafeteria furniture, office furniture, fixed furniture such as bleachers andlockers, as well as construction and project management services.We believe Educational Resources offers the broadest range and deepest assortment of basic school supplies, supplemental learning products, classroomequipment and furniture available from a single supplier. It also differentiates its offerings through proprietary product development that results in innovativeinstructional tools and service solutions for the education marketplace. Its ability to provide offerings across a broad range of educational categories, aggregateschool purchases, and offer a suite of value-added professional services helps save school administrators’ time and money by providing solutions to supplychain issues, back-to-school logistics and construction management services.Educational Resources products include both proprietary branded products and national brands. The segment’s well-known proprietary brands includeEducation Essentials, Sportime, Childcraft, Sax Arts & Crafts, Califone, abc, Abilitations, School Smart, Classroom Select and Projects byDesign. Educational Resources products and services accounted for approximately 74% of our revenues for fiscal 2013.School Specialty, Inc., founded in October 1959, was acquired by U.S. Office Products in May 1996. In June 1998, School Specialty was spun-offfrom U.S. Office Products in a tax-free transaction. In August 2000, we reincorporated from Delaware to Wisconsin. In accordance with the ReorganizationPlan, in June 2013, the Company was reincorporated in Delaware. Our principal offices are located at W6316 Design Drive, Greenville, Wisconsin 54942,and our telephone number is (920) 734-5712. Our general website address is www.schoolspecialty.com. You may obtain, free of charge, copies of this AnnualReport on Form 10-K as well as our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K (and amendments to those reports) filed with, orfurnished to, the Securities Exchange Commission as soon as reasonably practicable after we have filed or furnished such reports by accessing our website athttp://www.schoolspecialty.com, selecting “Investors” and then selecting the “SEC Filings” link. Information contained in any of our websites is not deemed tobe a part of this Annual Report.Industry OverviewThe United States preK-12 education market is a large industry that has historically exhibited attractive and stable growth characteristics, despitefluctuations in the U.S. economy. For example, during the recessions of 1981-1983, 1991-1992 and 2001-2002, preK-12 education funding in the UnitedStates grew at compound annual growth rates (“CAGRs”) of 5.3%, 5.0% and 4.7%, respectively. However, the significant downturn in the general economyfrom 2008 through 2013 has had a major impact on all sectors of the economy, including education. 6TM®®TM®®®®TM®®®®®®®®®®®®®Public education funding for school districts with over 15,000 students typically comes from three major sources: state funding which provides about47%, local funding which provides about 43% and federal funding which provides about 10%. The ongoing pressure on state budgets has negatively impactedschool funding and, in turn, school spending has been much more severely affected than in prior recessions. In addition, local tax revenues have beendramatically affected by lower property tax receipts, further restricting educational spending.Over the long term, we expect total educational expenditures (excluding capital outlays and interest on debt) to stabilize and then rise when state and localfunding returns to more normalized levels. While recent macroeconomic events have created an unprecedented reduction in school budgets, spending perstudent and student enrollment are the two primary drivers of future education expenditures, and each is predicted to rise over the next nine years. According tothe National Center for Education Statistics, public and private preK-12 enrollment is projected to rise from 54.9 million in 2012-13 school year to57.9 million by the 2020-21 school year. Total public school enrollment is projected to increase each year from 2013 to 2020.Our focus within the United States preK-12 education market is on supplemental educational products, equipment and standards-based curriculum intargeted subject areas. Our customers are teachers, curriculum specialists, individual schools and school districts who purchase products and instructionalsolutions for school and classroom use. We estimate that our addressable market for supplemental educational products, equipment and curriculum hasgenerally tracked education funding and currently is approximately $6 billion to $7 billion.The supplemental educational products and equipment market is highly fragmented with over 3,000 retail and wholesale companies providing productsand equipment, a majority of which are family- or employee-owned, regional companies that generate annual revenues under $10 million. The standards-basedcurriculum market is highly competitive and School Specialty competes with several large, well-known education companies as well as smaller, nichecompanies. Curriculum purchases are heavily influenced by state-adoption calendars and open territory states, which are those states that do not followadoption calendars.We believe the increasing customer demands for single source suppliers, prompt order fulfillment and competitive pricing are acting as catalysts forindustry consolidation. In addition, we believe these factors are more important in today’s economic environment, since school districts are moving towardincreased centralization of their purchasing decision-making. This includes an increasing portion of school spending that is done through large purchasingcooperatives. We believe these changes should drive growth in the demand for curriculum- and age-focused instructional and educational products. We believethat in the long-term, these industry trends will have a favorable competitive impact on our business, and that we are well positioned to utilize our operationalcapabilities, recognized brands, respected educational content and curriculum development expertise, and broad product offering to meet evolving customerdemands.Recent AcquisitionsWe have acquired two businesses since fiscal 2008:Fiscal 2011Telex. On April 4, 2011, we completed the acquisition of a portion of the operating assets of Telex, a division of Bosch Security Systems, Inc., for anaggregate purchase price of $0.4 million. The assets acquired relate to Telex’s distribution of headphones, earphones, headsets, and their replaceable cordsused in the education marketplace. The earphone and headphone models acquired included the Discovery, Odyssey, Explorer and 610 models. This businesshas been integrated into the Company’s Califone business unit within the Educational Resources segment. 7Fiscal 2010AutoSkill International, Inc. On August 19, 2009, we completed the acquisition of AutoSkill International, Inc. (“AutoSkill”) for an aggregate purchaseprice of $12 million. AutoSkill is a leading education technology company that provides educators with reading and math intervention solutions for strugglingstudents. This business has been integrated into the Company’s Educator’s Publishing Service business within the Accelerated Learning segment.Competitive StrengthsWe attribute our strong competitive position to the following key factors:A Market Leader in Fragmented Industry. We are one of the largest providers of supplemental educational products and equipment to the preK-12education markets in the United States and Canada. Within our industry, there are over 3,000 retail and wholesale competitors, a majority of which are familyor employee-owned, regional companies that generate annual revenues under $10 million. We believe that our scale and scope of operations relative to oureducation competitors provide several competitive advantages, including a broader product offering, advantageous purchasing power, a national distributionnetwork and the ability to manage the seasonality and peak shipping requirements of the school purchasing cycle.Largest Product Offering and Premier Brands. With over 75,000 items ranging from classroom supplies, furniture and playground equipment,and standards-based curriculum solutions, we believe we are the only national provider of a broad range of supplemental educational products and equipmentto meet substantially all of the needs of schools and teachers in the preK-12 education market. Our breadth of offerings creates opportunities to repurpose orrepackage traditional supplemental materials with supplemental curriculum solutions into kits or groups of related items that our customers value. In addition,we believe we have many of the most established brands in the industry that are recognized by educators across the country, with some brands more than 100years old. We believe that the brand loyalty our products enjoy represents a significant competitive advantage. In addition, approximately 40% of our revenuesare derived from our proprietary products, many of which are curriculum-based, which typically generate higher margins than our non-proprietary products.Strong Customer Reach and Relationships. We have developed a highly integrated, three-tiered sales and marketing approach which we believeprovides us with an unparalleled ability to reach teachers and curriculum specialists as well as school district and individual school administrators. We reachour customers through the industry’s largest sales force of approximately 497 professionals, catalog mailings and our proprietary e-commerce websites. Infiscal 2013, we estimate that we sold products to approximately 70% of the estimated 130,000 schools in the United States and reached a majority of the3.8 million teachers in those schools. We utilize our extensive customer databases to selectively target the appropriate customers for our catalog offerings.Additionally, we have invested heavily in the development of our e-commerce websites, which provide broad product offerings and which we believe generatehigher internet sales than many of our education competitors. Revenues derived directly from internet sales, which were approximately 21.3% of our sales infiscal 2013 compared to less than 17% of our sales in fiscal 2009, have increased as more school districts and teachers go online to order supplies.Highly Diversified Business Mix. Our broad product portfolio and geographic reach minimize our concentration and exposure to any one schooldistrict, state, product or supplier. In fiscal 2013, our top 10 school district customers collectively accounted for less than 10% of revenues and our customerswithin any one state collectively accounted for less than 10% of revenues. For the same period, our top 100 products accounted for less than 11% of revenues.Products from our top 10 suppliers generated less than 21% of revenues in fiscal 2013. We believe this diversification somewhat limits our exposure to stateand local funding cycles and to product demand trends. 8Strong Repeat Business. Over 70% of our revenues are generated from the sale of consumable products, which typically need to be replaced eachschool year. We continue to maintain strong relationships with schools, school districts and other customers and believe our customer retention rate is over90% in a highly competitive business.Strong Cost Controls and Focus on Working Capital. Despite our revenue declines in recent years, we believe our focus on cost reductions andaggressive management of working capital, are positioning the Company to capitalize on future revenue growth when the economy and school funding return tomore normal levels. We continue to focus on growing revenues within our Accelerated Learning and Educational Resources segments, increasing our mix ofproprietary products and improving our operations. We also enjoy highly predictable working capital cycles.Focus on Growth Opportunities through Transformation Initiatives and Partnerships. In addition, we believe we have multiple long termrevenue growth and margin improvement opportunities, including enhancing our sales efforts in under-penetrated states, expanding our private-label business,further developing our educational curriculum and technology offerings, increasing sourcing from overseas, optimizing direct marketing operations, increasingsupply chain efficiency and expanding our product line through strategic extensions. We are actively pursuing partnering opportunities for content developmentand distribution. We also believe our movement toward organizing around product and customer categories has better synchronized our go-to-market strategies,product development efforts and supplier relationships.Growth StrategyWe are in the process of implementing a strategy to turnaround the Company and are focused on four immediate priorities and objectives: • Targeting investments that will best capitalize on growth opportunities and increase EBITDA; • Building product management and marketing capabilities to transform the organization; • Identifying and exiting product lines with inadequate returns; and • Driving a change in culture that focuses on accountability and organic growth.The Company’s long term initiatives are intended to enhance organic growth, improve margins, and evaluate capital investments and allocation. Thoseinitiatives are based on five major themes, including: • Improving product management and market focus; • Optimizing our business; • Improving the customer experience; • Expanding into new markets; and • Improving communication.Organic Growth. We are focused on growing revenues and profits from our existing product lines and possible line extensions. We are cautiouslyoptimistic that schools are at or near the bottom of funding levels. As schools begin the slow return to more normalized spending we plan to increase our shareof this spending and organically grow our revenues in the long-term by: • Optimizing product quality and market focus within the higher margin business; • Unifying and aligning our marketing efforts; • Enhancing the usability of our website and our web-based marketing initiatives; 9 • Developing new curriculum, supplemental learning and technology solutions in response to industry trends and educator needs; • Increasing our focus and selling resources in under-penetrated states and districts; and • Seeking new channels for growth, such as expanding our relationships with both large purchasing cooperatives, third party internet resources andinternational partners.Margin Improvement. As we grow our revenues, we plan to increase margins by: • Continuing to expand our private label business through the introduction of new products; • Increasing the efficiency and speed of delivery for products sourced from low-cost, overseas manufacturers; • Improving efficiencies of our supply chain activities, and driving overall efficiencies through our company-wide, lean-based process improvementprogram; • Evaluating the benefits of consolidation of distribution centers and eliminating of redundant expenses; and • Utilizing our purchasing scale to negotiate favorable supplier terms and conditions.Evaluation of Capital Investment and Allocation: We are in the process of a major review of all of our product lines and businesses to determine thosewith unacceptable or inadequate profitability, while simultaneously analyzing the appropriate solution to maximize our returns, either from disposition orfurther capital investment. We expect to finalize this analysis by the end of fiscal 2014.Product LinesWe market two broad categories of supplemental educational products and equipment: Accelerated Learning products and Educational Resourcesproducts. Our Accelerated Learning products enrich our Educational Resources product offering and create opportunities to cross merchandise our AcceleratedLearning products, many of which are proprietary, to our Educational Resources customers.Our Accelerated Learning offerings are focused in the following areas:Planning and Student Development: We believe we are the largest provider of planning and student development content in the United States andCanada, which is delivered through student agendas. Our offerings are focused on developing better personal, social and organizational skills, as well asserving as an effective tool for students and parents to track and monitor their daily activities, assignments and achievements. Many of our agendas arecustomized at the school level to include each school’s academic, athletic and extra-curricular activities. Our agendas are primarily marketed under thePremier brand name. We are also a leading publisher of school forms, including record books, grade books, teacher planners and other printed forms underthe brand name Hammond & Stephens.Science: Our leading science position, largely comprised of highly recognized proprietary or exclusive offerings, provides learning resources focused onpromoting scientific education and inquiry, literacy and achievement to the preK-12 education market. Our products range from laboratory supplies,equipment and furniture to highly effective hands-on learning curriculums. Our science brands include FOSS (Full Option Science System), FreyScientific, Delta Science Modules, Delta Education, CPO Science, and Neo/SCI.Literacy & Intervention: Our reading and math intervention programs, which are standards- and curriculum-based products, are focused on providingeducators and parents effective tools to encourage and enhance literacy and mathematics skills, serving the K-12 grade levels. Educator’s Publishing Service(EPS) provides tailored 10TMTM®®TM®TM®reading and language arts instruction for students with special needs and proprietary instructional materials for educators. Our Academy of Reading andAcademy of Math products offer comprehensive reading, math and response to intervention solutions to help K-12 schools close the achievement gap forstudents who fall below proficiency benchmarks. Our print and technology resources combine to meet the instructional needs of students possessing learningdisabilities or are at risk for reading and math failure.Coordinated School Health: We offer proven, research-based physical education and health solutions such as SPARK, which is a curriculum- andproduct-based program focused on promoting healthy, active lifestyles and combating childhood obesity. Each SPARK program provides a coordinatedpackage of curriculum, on-site teacher training, and content-matched equipment from our Sportime product line. The program maximizes physical activityduring physical education classes by providing teachers with alternative games, dances and sports that ensure all students are actively engaged and learning.Our Educational Resources offerings are focused in the following areas:Administrator Category: We believe we are the largest marketer of school and classroom supplies into the school market. Through our SchoolSpecialty Educational Resources catalogs, which offer both national brands and many of our proprietary School Smart products, we provide an extensiveoffering of basic supplies that are consumed in the school and classrooms. This offering includes office products, classroom supplies, janitorial andsanitation supplies, school equipment, technology and paper. These products are commodity based and require efficient supply chain, distribution andlogistics expertise to be competitive. As a result of our large distribution network and supply chain expertise position, our customers view us as a preferredsupplier in the Administrator category. Our School Smart private label brand products are primarily sourced direct from low-cost, overseas manufacturers,which we believe will allow us to enhance our product offering and improve profitability. Our School Smart brand is also represented in many of ourAccelerated Learning offerings.Educator Category: We believe we are the largest marketer of educator supplies and learning materials. Our Educator category includes art supplies,supplemental learning materials (reading, social studies, math and science), teaching resources, physical education equipment and classroom technology.Innovation, proprietary products, brand strength and direct merchandising are key success factors. These product offerings create opportunity for marginenhancement through innovation and unique assortments. The products in the Educator category serve the following areas:Early Childhood. Our early childhood offering provides educators of young children with products that promote learning and development. Ourfull-line, highly proprietary offering provides educators with everything from advanced literacy and dramatic play to manipulatives, and basic arts andcrafts. We manufacture award-winning early childhood wood furniture in our Bird-in-Hand Woodworks facility. Our well-known early childhoodbrands include Childcraft and abc.Arts Education. Our leading market position is led by Sax Arts & Crafts, which offers products and programs focused on nurturing creativityand self-expression through hands-on learning. The product line ranges from original cross-curricular lesson plans and teaching resource materials tobasic art materials, such as paints, brushes and papers. Our arts education group is supported by our team of art consultants who proactively serve theeducation process locally and nationally by conducting workshops and providing curriculum assistance to art educators.Physical Education & Health. We offer a full range of programs, solutions, resources and equipment designed to help improve student and staffwellness. Our products, which are primarily offered under our Sportime brand, range from traditional sports equipment to unique and innovativeproducts designed to encourage participation by all.Special Learning Needs. We offer a full range of solutions for children with special learning needs through our Abilitations and Integrationsproduct lines. Our proprietary solutions and products are designed to help educate children with learning, behavioral, sensory or physical differencesand are focused on helping educators and therapists make a real difference in a child’s life. 11®®®®®®®®®®®®Audio Technology. We believe we are the leading provider of educator-inspired quality audio technology products, including state-of-the-art multi-media, audio visual and presentation equipment for the preK-12 education market. These products are marketed under the brand name Califone.Furniture Category: We believe we are the largest source for school furniture in the United States, offering a full range of school-specific furniture andequipment. Our offering allows us to equip an entire facility, refurbish a specific location within a school, such as a cafeteria, gymnasium or media center, orto replace individual items such as student desks and chairs. We launched a product line of proprietary furniture under our Classroom Select brand. Thisoffering is a highly functional and outstanding quality classroom furniture line. We also have been granted exclusive franchises for certain furniture lines inspecific territories. In addition, we offer our proprietary service, Projects by Design, which provides turn-key needs assessment, budget analysis and projectmanagement for new construction projects.Our product development managers apply their extensive education industry experience to design curriculum- and age-specific products to enhance thelearning experience. New product ideas are reviewed with customer focus groups and advisory panels comprised of educators to ensure new offerings will bewell received and meet an educational need.Our merchandising managers, many of whom were educators, continually review and update the product lines for each business. They determinewhether current offerings are attractive to educators and anticipate future demand. The merchandising managers also travel to product fairs and conventionsseeking out new product lines. This annual review process results in a constant reshaping and expansion of the educational materials and products we offer.For further information regarding our Accelerated Learning and Educational Resources segments, see our “Segment Information” in the Notes toConsolidated Financial Statements under Item 8, Financial Statements and Supplementary Data.Intellectual PropertyWe maintain a number of patents, trademarks, trade names, service marks and other intangible property rights that we believe have significant valueand are important to our business. Our trademarks, trade names and service marks include the following: School Specialty, Education Essentials, SchoolSmart, Projects by Design, Academy of Reading, Academy of Math, abc School Supply, Integrations, Abilitations, Brodhead Garrett, Califone,Childcraft, ClassroomDirect, Frey Scientific, Hammond & Stephens, Premier Agendas, Sax Arts & Crafts, Sax Family & Consumer Sciences,Sportime, Delta Education, Neo/SCI, CPO Science™, EPS and AutoSkill. We also sell products under brands we license, such as FOSS,ThinkMath!™, SPARK and FranklinCovey Seven Habits.Sales and MarketingSupplemental educational product procurement decisions are generally made at the classroom level by teachers and curriculum specialists and at thedistrict and school levels by administrators. The Company currently has an expansive sales force that sells our products at the classroom, school and districtlevel to educators nation-wide.Our Accelerated Learning segment sales and marketing approach utilizes a field sales force of more than 220 professionals, supported by about 50inside sales associates. The sales coverage is nationwide, with the largest student populated states served by a larger contingent of sales professionals. Thefield and inside sales associates are supported by 21 targeted catalogs and our brand-specific websites to deliver premium educational products to teachers andcurriculum specialists. 12®®®®®®®®®®®®®®®®®TMTM®®®®®®®®®®Generally, for each Accelerated Learning product line, a major catalog containing its full product offering is distributed near the end of the calendar yearand during the course of the year we mail additional supplemental catalogs. Schools, teachers and curriculum specialists can also access websites for productinformation and purchasing. Further, we believe that by cross-marketing our Accelerated Learning brands to Educational Resources customers, we can achievesubstantial incremental sales.Our Educational Resources segment sales and marketing approach utilizes a sales force of about 300 professionals, approximately 55 distinct catalogtitles, and School Specialty Online, an e-commerce solution that enables us to tailor our product offerings and pricing to individual school districts andschool administrators. In addition, by reorganizing using category management principles Educational Resources has targeted three primary product categorieswith specific customer characteristics: Administrator, Educator, and Furniture.In the Administrator category, we leverage our national sales force, the largest distribution network in the market, and our supply chain expertise toreduce our customers’ cost of acquisition in the most commonly purchased, highest volume commodity items used by schools. In the Educator category, wemarket our products through direct marketing channels. We compete by offering deep assortments in the most commonly purchased products, by leveragingour size to reduce product costs, and by driving customer retention and acquisition through sophisticated database analytics. In the Furniture category, ourunique Projects by Design service gives us significant competitive advantages by providing customers with value-added construction management support,from interior design through installation and field support. In the non-construction segment of furniture, we capitalize on relationship selling through the largestdirect sales force in the market.Schools typically purchase supplemental educational products based on established relationships with relatively few vendors. We seek to establish andmaintain these critical relationships by assigning accounts within a specific geographic territory to a local area account manager who is supported by acentrally located customer service team. The account managers frequently call on existing customers to ascertain and fulfill their supplemental educationalresource needs. The customer service representatives maintain contact with these customers throughout the order cycle and assist in order processing.We have a national sales, marketing, distribution and customer service structure. We believe that this structure significantly improves our effectivenessthrough better sales management, resulting in higher regional penetration and significant cost savings through the reduction of distribution centers.Projects by Design. Projects by Design is a service we provide our customers free of charge to aid in the design, building and renovation of schools.Our professional designers prepare a detailed analysis of the building and individual classrooms to optimize the layout of student and teacher desks, studentlockers and other classroom equipment and fixtures. Customers have the ability to view prospective classrooms through our innovative software in order toefficiently manage the project. We believe this service makes us an attractive alternative to other furniture and school fixture suppliers.Internet Operations. Our internet channel activities through School Specialty Online are focused on enhancing customer loyalty, driving down cost byreceiving more orders electronically and creating a full customer self-service portal. Our brands are available through School Specialty Online which allowsour customers a single access point for purchasing. Our systems provide functionality to meet the specific needs of school districts and school customers,who generally purchase Educational Resources products, as well as the needs of individual teachers and curriculum specialists, who tend to buy AcceleratedLearning products. School Specialty Online allows our customers to manage funding through the use of purchase order spending limitation, approvalworkflows, order management and reporting. In addition, we offer schools and districts the ability to fully integrate their procurement systems with SchoolSpecialty Online, which gives us another important link to our customers and a significant competitive advantage. It also includes other features that are morehelpful to teachers, curriculum specialists and others with more sophisticated online ordering needs, including product search, custom catalogs and emailnotification, allowing users to have access to the full line of School Specialty products. We have maintained an 13®®®electronic ordering system for the past 20 years and offer e-commerce solutions directed exclusively at the education market. Each of our Accelerated Learningproduct lines has a dedicated website for its own products. We also continue to explore expanding our offerings provided through third party internet sources.As such, we have added a channel agreement with Amazon.com under which we have created our own branded storefront within the office and school segmentof Amazon.com shopping portal. We believe that this channel will allow us to reach educators and segments of the education space that we did not reachpreviously.Pricing. Pricing for our Accelerated Learning and Educational Resources product offerings varies by product and market channel. We generally offer anegotiated discount from catalog prices for products from our Educational Resources catalogs, and respond to quote and bid requests. The pricing structure ofproprietary Accelerated Learning products offered through direct marketing is generally less subject to negotiation.ProcurementNon-Proprietary Products. Each year, we add new items to our catalogs. We purchase and stock these items before the catalogs are released so that wecan immediately satisfy customer demand. We typically negotiate annual supply contracts with our vendors. Contracts with larger vendors usually providenegotiated pricing and/or extended terms and often include volume discounts and rebate programs. We have exclusive distribution rights on several furnitureand equipment lines.Proprietary Products. We develop many proprietary products and generally outsource the manufacturing of these items. We purchase non-proprietaryAccelerated Learning products in a similar manner to that of our purchasing process for Educational Resources products. In fiscal 2010, we signed anagreement for the exclusive manufacture of our proprietary Classroom Select furniture lines in China.Global Sourcing. We are decreasing our product unit costs by consolidating our international supplier network. We are also improving product qualityby being very selective in our off-shore alliances. Working in conjunction with our supply partners, we have streamlined our international procurementprocess, gained real-time visibility, added in-process checks, and established new systems and procedures to ensure product safety.Private Label Product. We launched the School Smart brand in 2005. Since that time we have focused our strategy on providing a private brandalternative for educators, using a combination of off-shoring and out-sourcing of products. In fiscal 2013 our revenue for School Smart branded products wasapproximately $60.8 million. We continue to seek opportunities to optimize the balance of branded and private brand products and we believe that there areadditional opportunities to grow sales through new products, product line extensions and new product configurations.We maintain close and stable relationships with our vendors to facilitate a streamlined procurement process. At the same time, we continually reviewalternative supply sources in an effort to improve quality and customer satisfaction and reduce product cost. Increasingly, transactions with our vendors areprocessed through an electronic procurement process. This electronic process reduces costs and improves accuracy and efficiency in our procurement andfulfillment process. When more than one of our business units buys from the same vendor, we typically negotiate one contract to fully leverage our combinedpurchasing power.LogisticsWe believe we have one of the largest and most sophisticated distribution networks among our direct competitors with five fully automated andseamlessly integrated distribution centers, totaling approximately 1.3 million square feet of operating space. We believe this network represents a significantcompetitive advantage, allowing us to reach any school in a fast and efficient fashion. We have enhanced our distribution 14®model, allowing most of our customers to receive their orders 3 to 5 days after shipment. We utilize a third-party logistics provider in Asia to consolidateinbound shipments, lowering our transportation and inventory storage costs.In order to maintain the proprietary nature of some of our products, we operate three manufacturing facilities. Our Lancaster, Pennsylvania plantmanufactures wood furniture for our early childhood offerings. The Bellingham, Washington, and Fremont, Nebraska, facilities produce products for ouragenda and forms offerings. Products that we manufacture accounted for less than 10% of sales during fiscal 2013, 2012 and 2011.Information SystemsWe believe that through the utilization of technology for process improvement in areas such as procurement, inventory management, customer ordermanagement, order fulfillment, and information management, we are able to offer customers more convenient and cost-effective ways to order products,improve the order fulfillment process to increase on-time and complete performance and effectively focus our sales and marketing strategies.We have implemented a common enterprise resource planning (“ERP”) platform across the majority of our businesses. This platform has now replacedmost of our existing systems and primarily includes software from Oracle’s E-Business suite. One of the major benefits from the common ERP platform is theconsolidation of both product and customer information, which is designed to enhance our ability to execute our sales and marketing strategies. In addition, byutilizing common business systems across the Company, we have improved business processes, reduced cycle time and enhanced integration between thebusiness units. We believe the technologies of the systems will readily support continued growth and integration of our existing businesses. Our distributioncenters utilize interfaced warehouse management software to manage orders from our ERP and legacy systems.CompetitionThe supplemental educational products and equipment market is highly fragmented with over 3,000 companies providing products and equipment,many of which are family- or employee-owned, regional companies that generate annual revenues under $10 million. We also compete, to a much lesser extent,with alternate channel competitors such as office product contract stationers, office supply superstores, purchasing cooperatives and internet-basedbusinesses. Their primary advantages over us include size, location, greater financial resources and purchasing power. Their primary disadvantage is thattheir product mix typically covers a very small portion of a school’s needs (measured by volume). We believe we compete favorably with these companies onthe basis of service, product offering and customer reach. The standards-based curriculum market is highly competitive and School Specialty competes withseveral large, well-known education companies as well as small, niche companies.EmployeesAs of June 12, 2013, we had approximately 1,583 full-time employees. To meet the seasonal demands of our customers, we employ many seasonalemployees during the late spring and summer months. Historically, we have been able to meet our requirements for seasonal employment. None of ouremployees are represented by a labor union and we consider our relations with our employees to be good.BacklogWe had no material backlog at April 27, 2013. Our customers typically purchase products on an as-needed basis. 15Item 1A.Risk FactorsForward-Looking StatementsStatements in this Annual Report which are not historical are “forward-looking” statements within the meaning of the Private Securities LitigationReform Act of 1995. The forward-looking statements include: (1) statements made under Item 1, Business and Item 7, Management’s Discussion andAnalysis of Financial Condition and Results of Operations, including, without limitation, statements with respect to internal growth plans, projected revenues,margin improvement, capital expenditures and adequacy of capital resources; (2) statements included or incorporated by reference in our future filings with theSecurities and Exchange Commission; and (3) information contained in written material, releases and oral statements issued by, or on behalf of, SchoolSpecialty including, without limitation, statements with respect to projected revenues, costs, earnings and earnings per share. Forward-looking statements alsoinclude statements regarding the intent, belief or current expectation of School Specialty or its officers. Forward-looking statements include statements precededby, followed by or that include forward-looking terminology such as “may,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “continues” orsimilar expressions.All forward-looking statements included in this Annual Report are based on information available to us as of the date hereof. We do not undertake toupdate any forward-looking statements that may be made by or on behalf of us, in this Annual Report or otherwise. Our actual results may differ materiallyfrom those contained in the forward-looking statements identified above. Factors which may cause such a difference to occur include, but are not limited to,the risk factors set forth below.The agreements governing our debt contain various covenants that limit our discretion in the operation of our business, could prohibit us fromengaging in transactions we believe to be beneficial and could lead to the acceleration of our debt and/or an increased cost of capital.Our existing and future debt agreements impose and may impose operating and financial restrictions on our activities. These restrictions require us tocomply with or maintain certain financial tests and ratios, and restrict our ability and our subsidiaries’ ability to: • incur additional debt; • create liens; • make acquisitions; • redeem and/or prepay certain debt; • sell or dispose of a minority equity interest in any subsidiary or other assets; • make capital expenditures; • make certain investments; • enter new lines of business; • engage in consolidations, mergers and acquisitions; • repurchase or redeem capital stock; • guarantee obligations; • engage in certain transactions with affiliates; and • pay dividends and make other distributions. 16Our credit facilities also require us to comply with certain financial ratios, including a maximum total leverage ratio, a minimum fixed charge coverageratio, and minimum interest coverage ratio, as well as minimum liquidity levels at the end of each month. These restrictions may hamper our ability to operateour business or could seriously harm our business by, among other things, limiting our ability to take advantage of financing, mergers and acquisitions, andother corporate opportunities. In the event that we fail to comply with the financial ratios or minimum liquidity levels contained in our credit facilities, thelenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If the lendersaccelerate the repayment of borrowings, we may not have sufficient assets to repay the amounts due. Also, should there be an event of default, or a need toobtain waivers following an event of default, we may be subject to higher borrowing costs and/or more restrictive covenants in future periods.See the Liquidity and Capital Resources section of Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations,for a more detailed discussion of the Company’s projected compliance with these debt covenants.Our common stock is currently not listed on a stock exchange or traded on any of the over-the-counter (OTC) markets, and as a result ourinvestors do not have a meaningful degree of liquidity.Our common stock is not currently listed on a stock exchange nor is it traded on any of the OTC markets. An investor may find it difficult orimpossible to dispose of shares or obtain accurate information as to the market value of the common stock.Our bankruptcy proceedings, which improved our capital structure and short-term liquidity position, contemplated that we would refine andimplement our strategy and business plan, based upon assumptions and analyses developed by us. If these assumptions and analyses prove to beincorrect, we may be unsuccessful in executing our strategy and business plan, which could have a material adverse effect on our business,financial condition, and results of operation.Our bankruptcy proceedings, which improved our capital structure and short-term liquidity position, contemplated that we would refine and implementour strategy and business plan based upon assumptions and analyses developed by us in light of our experience and perception of historical trends, currentconditions and expected future developments, as well as other factors that we considered appropriate under the circumstances. Whether actual future resultsand developments will be consistent with our expectations and assumptions depends on a number of factors, including but not limited to (i) our ability toobtain adequate liquidity and financing sources and establish an appropriate level of debt; (ii) our ability to restore customers’ confidence in our viability as acontinuing entity and to attract and retain sufficient customers; (iii) our ability to retain key employees in those businesses that we intend to continue toemphasize; and (iv) the overall strength and stability of general economic conditions and, in particular, the school funding environment. The failure of any ofthese factors could materially adversely affect the successful execution of our strategy and business plan.In connection with our bankruptcy proceedings, we prepared projected financial information to demonstrate to the Bankruptcy Court the feasibility ofour Reorganization Plan and our ability to continue operations upon emergence from bankruptcy. The projections reflect numerous assumptions concerninganticipated future performance and prevailing and anticipated market and economic conditions that were and continue to be beyond our control and that maynot materialize. Further, the projections were limited by the information available to us as of the date of their preparation, which is subject to change.Accordingly, our actual financial condition and results of operations may differ, perhaps materially, from what we have anticipated. Consequently, there canbe no assurance that the results or developments contemplated by the Reorganization Plan or our strategy and business plan will occur or, even if they dooccur, that they will have the anticipated effects on us and our subsidiaries or our businesses or operations. The failure of any such results or developments tomaterialize as anticipated could materially adversely affect the successful execution of the transactions contemplated by the 17Reorganization Plan or subsequent strategy and business plan. In addition, the accounting treatment required for our bankruptcy reorganization may have animpact on our results going forward.We are highly leveraged. As of April 27, 2013, we had $374 million of total debt, and as of June 12, 2013, immediately following the Effective Date,we had $173 million of total debt. This level of debt could adversely affect our operating flexibility and put us at a competitive disadvantage.Our level of debt and the limitations imposed on us by our credit agreements could have important consequences for investors, including the following: • we will have to use a portion of our cash flow from operations for debt service rather than for our operations; • we may not be able to obtain additional debt financing for future working capital, capital expenditures or other corporate purposes or may have topay more for such financing; • the debt under our credit agreements is at a variable interest rates, making us more vulnerable to increases in interest rates; • we could be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in marketor industry conditions; • we will be more vulnerable to general adverse economic and industry conditions; and • we may be disadvantaged compared to competitors with less leverage.We expect to service our debt primarily from cash flow from operations. Our ability to service our debt obligations thus depends on our futureperformance, which will be affected by financial, business, economic and other factors. We are not able to control many of these factors, such as economicconditions in the markets where we operate and pressure from competitors. The cash flow we generate may not be sufficient to allow us to service our debtobligations. If we do not have sufficient capital, we may be required to refinance all or part of our existing debt, sell assets or borrow additional funds. We maynot be able to take such actions on terms that are acceptable to us, if at all. In addition, the terms of our existing or future debt agreements may restrict us fromadopting any of these refinancing alternatives.The bankruptcy filing has had a negative impact on our relationships with customers, which may negatively impact our business going forward.We have experienced reduced order volume since the filing of the Chapter 11 Cases. Although we have maintained relationships with many of ourcustomers since our emergence from bankruptcy, we have experienced lower order volumes since the announcement of the Chapter 11 Cases. We believe thatthe bankruptcy negatively impacted many of our customers’ perceptions of our brand and financial stability. In particular, interest in our Projects by Designservices and orders related to furniture and school fixtures have declined since the announcement of the Chapter 11 Cases. We attribute this trend to customeruncertainty regarding whether the Company will remain solvent for the months or years that may be required to complete the design, building and renovationof schools. Additionally, as a result of the bankruptcy, we have experienced increased backorders associated with procuring product due to liquidityconstraints. The negative perception of our financial condition that was created by the bankruptcy filing may also have an effect on the terms under whichsome customers are willing to continue to do business with us, and could materially adversely affect our business, financial condition and results ofoperations. The impact of this customer uncertainty as to the status of the Company cannot be accurately predicted or quantified. In order to competesuccessfully in our markets, we will need to restore customer confidence in our brand and our Company. We are engaging in efforts intended to improve andexpand our relations with our customers. We have attempted to support our position with our key customers through direct and active contact with teachers,curriculum specialists and administrators. We may not be able to successfully improve our customer relationships so that our customers will do businesswith us as they 18®have in the past. The failure to increase sales volumes would have a material adverse effect on our business, results of operations or financial condition. Inaddition, the delay or cancellation of material orders from, or problems at, any of our major customers could have a material adverse effect on our business,results of operations, or financial condition.Our inability to obtain sufficient trade credit from our vendors or other sources in a timely manner and on reasonable terms could inhibit ourgrowth and have an adverse effect on our results of operations.Our ability to pay for products is largely dependent upon the payment terms, or trade credit, that our principal vendors provide us. The payment termsare based on several factors, including (i) our recent operating results, financial position (including our level of indebtedness) and cash flows; (ii) our paymenthistory with the vendor; (iii) the vendor’s credit granting policies (including any contractual restrictions to which it is subject), our creditworthiness (asdetermined by various entities) and general industry conditions; (iv) prevailing interest rates; and (v) the vendors’ ability to obtain credit insurance in respectof amounts that we owe. We expect to continue to rely on trade credit from our vendors to provide a significant amount of our working capital. If our vendorsfail to provide us with sufficient trade credit in a timely manner, we may have to rely on other sources of financing, which may not be readily available or, ifavailable, may not be on terms acceptable or favorable to us. Our recent bankruptcy is likely to have adversely affected our relationship with our vendors andmay damage our vendors’ perception of our financial position. These factors, along with any other adverse changes in any of these factors, could increase thecosts of financing our inventory, limit or eliminate our ability to obtain vendor financing and adversely affect our results of operations and financial condition.Volatility and disruptions in the global economic environment including tightening in the credit markets could heighten the risk that we may not be able toobtain trade credit or alternative sources of financing, or that to the extent we can obtain it, the terms will be unfavorable. We are engaging in efforts intended torestore and improve our relations with our vendors. To the extent we are unable to do so, the loss of key vendors could have a material adverse effect on ourbusiness, results of operations or financial condition.As a result of the Chapter 11 Cases, our historical financial information may not be indicative of our future financial performance.Our capital structure was significantly altered under the Reorganization Plan. Under fresh-start reporting rules that apply to us upon the effective date ofthe Reorganization Plan, our assets and liabilities have been adjusted to fair value and our accumulated deficit has been restated to zero. Accordingly, ourfinancial condition and results of operations subsequent to the effective date of the Reorganization Plan will not be comparable to the financial condition andresults of operations reflected in our historical financial statements. It is also possible that additional restructuring and related charges may be identified andrecorded in future periods. Such charges could be material to our consolidated financial position and results of operations. Except as otherwise expressly statedin this Annual Report, the financial statements and other financial information contained herein do not reflect fresh start accounting adjustments.Our net operating loss carryforwards may be limited and other tax attributes may be reduced.The Company expects to generate a Federal net operating loss in fiscal 2014. However, in conjunction with matters that resulted in the Chapter 11 Casesand Reorganization Plan, the Company experienced a change in ownership under Section 382 of the Internal Revenue Code. This could limit annual federal netoperating loss utilization to an amount equal to the net equity value of our stock at the time of the ownership change multiplied by the federal long-term taxexempt rate.In addition, the Company’s Reorganization Plan is expected to result in a reduction of tax attributes, including net operating losses and tax attributesparticularly related to goodwill and intangible assets, as a result of the cancellation of pre-bankruptcy indebtedness and obligations. The reduction of these taxattributes may result in increased tax expense in future years. 19Our business depends upon the growth of the student population and school expenditures and can be adversely impacted by fixed or decliningschool budgets.Our growth strategy and profitability depend in part on growth in the student population and expenditures per student in preK-12 schools. The level ofstudent enrollment is largely a function of demographics, while expenditures per student are affected by federal, state and local government budgets. Inaddition, the current macroeconomic weakness has resulted in significantly reduced school budgets. In school districts in states that primarily rely on local taxproceeds for funding, significant reductions in those proceeds for any reason can restrict district expenditures and impact our results of operations. Anysignificant and sustained decline in student enrollment and/or expenditures per student could have a material adverse effect on our business, financialcondition, and results of operations. Because school budgets are fixed on a yearly basis, any shift by schools in expenditures during a given fiscal year toareas that are not part of our business, such as facility operating costs and employee related expenditures, could also materially affect our business.The negative global macroeconomic conditions could continue to impact the education funding provided by state and local governments.The weakened economic environment has placed increased pressure on state and local government budgets, which are the primary source of schoolfunding. The global economy is currently suffering from the effects of the latest recession which has led to a decline in consumer and business spending andconfidence. This has resulted in our customers delaying or cutting school expenditures as the recession creates state and local budget deficits and uncertaintyabout future economic funding by state and local governments. The federal stimulus funds that were provided by the federal government to school districtshelped education funding in 2009 and 2010, but these federal funds have been fully distributed and many states have not been able to replace them due todeclining state revenue. Significant and sustained declines in the per student funding levels provided for in state and local budgets, and delays or decreases inspending by our customers due to concerns about potential or actual declines in funding levels, could have a material adverse impact on our business,financial condition and results of operations.A continued decline in school spending will impact our ability to maintain operating margins.We have seen a decline in our operating margin in recent years, primarily as a result of our revenue declines, which we believe are primarily related to thecontinued school spending cuts. The Company will continue to aggressively pursue further cost reductions if school spending continues to decline, but theCompany does not intend to cut costs in areas that it believes could have a significant impact on future revenue growth. To the extent we are unable to identifyadditional cost reductions that can be made consistent with our strategy and the weakness in school spending persists, our operating margin may continue todecline. Additionally, spending declines can cause schools to consider purchasing lower priced products, which will lower the Company’s operating margins.Increasing use of web-based products could affect our printed supplemental materials business.The growth in web-based supplements could reduce the physical paper-based supplements the Company currently markets. While we continue toenhance our product lines with digital alternatives, it is possible that our paper-based products could be supplanted and/or replaced by online sources otherthan our own.Increased costs and other difficulties associated with the distribution of our products would adversely affect our results of operations.Higher than expected costs and other difficulties associated with the distribution of our products could affect our results of operations. To the extent weincur difficulties or higher-than-expected costs related to updating our distribution centers, such costs may have a material adverse effect on our business,financial condition and results of operations. Any disruption in our ability to service our customers may also impact our revenues or profits. 20Moreover, as we update our distribution model or change the product mix of our distribution centers, we may encounter unforeseen costs or difficulties thatmay have an adverse impact on our financial performance.Our business is highly seasonal.Because most of our customers want their school supplies delivered before or shortly after the commencement of the school year, we record most of ourrevenues from June to October. During this period, we receive, ship and bill the majority of orders for our products so that schools and teachers receive theirproducts by the start of each school year. To the extent we do not sell our products to schools during the peak shipping season, many of such salesopportunities will be lost and will not be available in subsequent quarters. Our inventory levels increase in April through June in anticipation of the peakshipping season. We usually earn more than 100% of our annual net income in the first two quarters of our fiscal year and operate at a net loss in our third andfourth fiscal quarters. This seasonality causes our operating results and operating cash flows to vary considerably from quarter to quarter within our fiscalyears.If our key suppliers or service providers were unable or unwilling to provide the products and services we require, our business could beadversely affected.We depend upon a limited number of suppliers for some of our products, especially furniture and proprietary products. We also depend upon a limitednumber of service providers for the delivery of our products. If these suppliers or service providers are unable or unwilling to provide the products or servicesthat we require or materially increase their costs (especially during our peak season of June through October), our ability to deliver our products on a timelyand profitable basis could be impaired and thus could have a material adverse effect on our business, financial condition and results of operations. Many ofour agreements with our suppliers are terminable at any time or on short notice, with or without cause, and, we cannot assure that any or all of ourrelationships will not be terminated or that such relationships will continue as presently in effect.Our business is highly competitive.The market for supplemental educational products and equipment is highly competitive and fragmented. We estimate that over 3,000 companies marketsupplemental educational products and equipment to schools with preK-12 as a primary focus of their business. We also face competition from alternatechannel marketers, including office supply superstores, office product contract stationers, and purchasing cooperatives that have not traditionally focused onmarketing supplemental educational products and equipment. Our competitors impact the prices we are able to charge and we expect to continue to face pricingpressure from our competitors in the future, especially on our commodity-type products. These competitors are likely to continue to expand their product linesand interest in supplemental educational products and equipment. Some of these competitors have greater financial resources and buying power than we do.We believe that the supplemental educational products and equipment market will consolidate over the next several years, which could increase competition inboth our markets. We also face increased competition and pricing pressure as a result of the accessibility of the internet.If any of our key personnel discontinue their role with us, our business could be adversely affected.Our business depends to a large extent on the abilities and continued efforts of our executive officers and senior management. Since March 2013, severalof our key employees, including our Chief Executive Officer, Chief Administrative Officer and Chief Marketing Officer, have resigned. These departurescould have a material adverse effect on our business. In addition, if we are unable to attract and retain other key personnel and qualified employees, ourbusiness could be adversely affected. We do not intend to maintain key man life insurance covering any of our executive officers or other members of ourmanagement. 21A failure to successfully implement our business strategy could materially and adversely affect our operations and growth opportunities.Our ability to achieve our business and financial objectives is subject to a variety of factors, many of which are beyond our control, and we may not besuccessful in implementing our strategy. This includes limitations due to the inability to obtain financing and/or the restrictiveness of our debt covenants. Inaddition, the implementation of our strategy may not lead to improved operating results. We may decide to alter or discontinue aspects of our business strategyand may adopt alternative or additional strategies due to business or competitive factors or factors not currently expected, such as unforeseen costs andexpenses or events beyond our control. Any failure to successfully implement our business strategy could materially and adversely affect our results ofoperations and growth opportunities.We face risks associated with our increasing emphasis on imported goods and private label products.Increases in the cost or a disruption in the flow of our imported goods may adversely impact our revenues and profits and have an adverse impact onour cash flows. Our business strategy includes an increased emphasis on offering private label products and sourcing quality merchandise directly from low-cost suppliers. As a result, we expect to rely more heavily on imported goods from China and other countries and we expect the sale of imported goods tocontinue to increase as a percentage of our total revenues. To the extent we rely more heavily on the sale of private label products, our potential exposure toproduct liability claims may increase. In addition, our reputation may become more closely tied to our private label products and may suffer to the extent ourcustomers are not satisfied with the quality of such products. Private label products will also increase our risks associated with returns and inventoryobsolescence. Our reliance on imported merchandise subjects us to a number of risks, including: (a) increased difficulties in ensuring quality control;(b) disruptions in the flow of imported goods due to factors such as raw material shortages, work stoppages, strikes, and political unrest in foreign countries;(c) problems with oceanic shipping, including shipping container shortages; (d) economic crises and international disputes; (e) increases in the cost ofpurchasing or shipping foreign merchandise resulting from a failure of the United States to maintain normal trade relations with China and the other countrieswe do business in; (f) import duties, import quotas, and other trade sanctions; and (g) increases in shipping rates imposed by the trans-Pacific shippingcartel. If imported merchandise becomes more expensive or unavailable, we may not be able to transition to alternative sources in time to meet our demands. Adisruption in the flow of our imported merchandise or an increase in the cost of those goods due to these or other factors would significantly decrease ourrevenues and profits and have an adverse impact on our cash flows.Currency exchange rates may impact our financial condition and results of operations and may affect the comparability of our results betweenfinancial periods.To the extent we source merchandise from overseas manufacturers and sell products internationally, exchange rate fluctuations could have an adverseeffect on our results of operations and ability to service our U.S. dollar-denominated debt. All of our debt is in U.S. dollars while a portion of our revenue isderived from imported products and international sales. Therefore, fluctuations in the exchange rate of foreign currencies versus the U.S. dollar could impactour costs and revenues. In addition, for the purposes of financial reporting, any change in the value of the foreign currencies against the U.S. dollar during agiven financial reporting period would result in a foreign currency loss or gain. Consequently, our reported earnings could fluctuate as a result of foreignexchange translation and may not be comparable from period to period.It is difficult to forecast our revenue stream given the seasonal purchasing patterns of our customers and delays in passage of state budgets.The seasonal purchasing patterns of our customers, the fact that our customers typically purchase products on an as-needed basis, and the lack ofvisibility into education funding levels if state budgets are delayed make it difficult for us to accurately forecast our revenue stream, which may varysignificantly from period to period. 22Financial analysts and others that may seek to project our future performance face similar difficulties. The difficulty in accurately forecasting our revenueincreases the likelihood that our financial results will differ materially from any projected financial results. Any shortfall in our financial results from our, orthird-party, projected results could cause a decline in the trading price of our common stock and our convertible subordinated debentures.We may have a material amount of intangible assets which are potentially subject to impairment.At April 27, 2013, intangible assets are expected to represent approximately 13% of our total assets on a pro forma basis using the application of fresh-start accounting. The Company is currently in the process of valuing its assets in conjunction with fresh-start accounting. Prospectively, the amount ofgoodwill and intangible assets may change based on the application of fresh-start accounting (except as otherwise expressly stated in this Annual Report, thefinancial information contained herein do not reflect fresh start accounting adjustments). We are required to evaluate whether our intangible assets have beenimpaired. As discussed in Note 8 to the consolidated financial statements in Item 8 of this report, the Company recorded impairment charges of $4.7 millionrelated to indefinite-lived intangible assets in the third quarter of fiscal 2013 and $21.0 million related to indefinite-lived intangible assets in the third quarter offiscal 2012. The impairments were determined as part of the fair value assessment of these assets.We have a material amount of capitalized product development costs which might be written-down.We had capitalized product development costs of $28.2 million and $27.7 million at April 27, 2013 and April 28, 2012, respectively, related tointernally developed products, which are amortized to expense over the lesser of five years or the product’s life cycle. Any changes in the estimated salesvolume or life cycle of the underlying products could cause the currently capitalized costs or costs capitalized in the future to be impaired.Our operations are dependent on our information systems.We have integrated the operations of most of our divisions and subsidiaries, which operate on systems located at both our Greenville, Wisconsin,headquarters and our third-party hosted ERP system provider’s facilities. In addition, there are divisions running legacy systems hosted at their locations. Allsystems rely on continuous telecommunication connections to the main computers. If any of these connections becomes disrupted, or unavailable, for anextended period of time, the disruption could materially and adversely affect our business, operations and financial performance.Even though we have taken precautions to protect ourselves from unexpected events that could interrupt new and existing business operations andsystems, we cannot be sure that fire, flood or other natural disasters would not disable our systems and/or prevent them from communicating betweenbusiness segments. The occurrence of any such event could have a material adverse effect on our business, results of operations and financial condition.We rely on our intellectual property in the design and marketing of our products.We rely on certain trademarks, trade names and service names, along with licenses to use and exploit certain trademarks, trade names and servicenames (collectively, the “marks”) in the design and marketing of some of our products. We could lose our ability to use our brands if our marks were found tobe generic or non-descriptive. While no single mark is material to our business, the termination of a number of these marks could have an adverse effect onour business. We also rely on certain copyrights, patents and licenses other than those described above, the termination of which could have an adverse effecton our business. Item 1B.Unresolved Staff CommentsNone. 23Item 2.PropertiesOur corporate headquarters is located in a leased facility. The lease on this facility expires in April 2021. The facility is located at W6316 Design Drive,Greenville, Wisconsin, a combined office and warehouse facility of approximately 332,000 square feet, which also services both our Accelerated Learning andEducational Resources segments. In addition, we leased or owned the following principal facilities as of June 12, 2013: Locations ApproximateSquare Footage Owned/Leased Lease ExpirationBellingham, Washington (1) 48,000 Leased December 31, 2013Bellingham, Washington (1) 25,000 Leased January 31, 2014Bellingham, Washington (1) 14,000 Leased December 31, 2013Cambridge, Massachusetts (1) 18,000 Leased April 30, 2018Fremont, Nebraska (1) 95,000 Leased November 30, 2013Fresno, California (2) 163,000 Leased October 31, 2017Lancaster, Pennsylvania (2) 73,000 Leased June 30, 2014Lancaster, Pennsylvania 125,000 Leased June 30, 2014Mansfield, Ohio (2) 315,000 Leased October 31, 2016Nashua, New Hampshire (1) 348,000 Leased December 31, 2018Norcross, Georgia (2) 10,000 Leased June 30, 2015Salina, Kansas (2) 115,000 Owned —San Fernando, California (1) 37,000 Leased January 31, 2014 (1)Location primarily services the Accelerated Learning segment.(2)Location services both business segments.The 73,000 square foot Lancaster, Pennsylvania facility is used for manufacturing wood products and the Fremont, Nebraska and Bellingham,Washington facilities are used for production of agendas and school forms. The other facilities are distribution centers and/or office space. We believe that ourproperties, as enhanced for our ongoing expansion, are adequate to support our operations for the foreseeable future. We regularly review the utilization andconsolidation of our facilities. Item 3.Legal ProceedingsThe Company is not currently party to any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’sbusiness. Item 4.Mine Safety Disclosure.Not applicable. 24EXECUTIVE OFFICERS OF THE REGISTRANTAs of August 1, 2013, the following persons served as executive officers of School Specialty: Name and Age of Officer Michael P. LavelleAge 43 Mr. Lavelle has been President and Chief Executive Officer of School Specialty since joining the Company inJanuary 2012. He was most recently President of the Education Group of Houghton Mifflin Harcourt and previouslyserved as President of the K-12 and elementary education divisions of the company. During an 11-year term atHoughton Mifflin Harcourt, Mr. Lavelle served in a number of leadership positions and led efforts to acquire andcombine several leading industry brands to form the largest K-12 education company in the United States. AsPresident of the Education Group, he was responsible for operations and approximately 90% of revenues spanningU.S. and international markets. From 1997 to 2000, Mr. Lavelle served as Chief Financial Officer for John ZinkCompany, a portfolio company of Koch Industries. In May 2012, Houghton Mifflin Harcourt filed for bankruptcyunder Chapter 11 of the United States Bankruptcy Code. He was appointed as a director of School Specialty inJanuary 2012.David N. Vander PloegAge 54 Mr. Vander Ploeg has been Executive Vice President and Chief Financial Officer of School Specialty since joining theCompany in April 2008. Mr. Vander Ploeg was most recently Chief Operating Officer of Dutchland Plastics Corp., amolded products manufacturer based in Oostburg, Wisconsin. Before joining Dutchland, he was Executive VicePresident and Chief Financial Officer at Schneider National, Inc., Green Bay, Wisconsin, a global leader intransportation and logistics services. During a 24-year career at Schneider National, he advanced through severalpositions of increasing responsibility, including Director of Planning and Budgeting, Group Controller, VicePresident of Finance, and Senior Vice President-Chief Financial Officer, prior to being named Executive VicePresident and Chief Financial Officer in 2004. Mr. Vander Ploeg is a director of Swift Transportation Company, apublicly traded transportation services company.Richmond Y. HoldenAge 59 Mr. Holden joined School Specialty in May 2007 as President of Educator’s Publishing Services. In March 2010,Mr. Holden was appointed President of Educational Resources and Executive Vice President of School Specialty, Inc.In fiscal 2013, Mr. Holden was appointed Executive Vice President of Educator’s Publishing Services. Prior to joiningSchool Specialty, Mr. Holden was President and CEO of JL Hammett Co. During a 28 year career at JL Hammett Co.he advanced through several positions of increasing responsibility, including Marketing, Technology andOperations, prior to being promoted to Chief Executive Officer in 1992. Mr. Holden is a director of Acme UnitedCorporation, a publicly traded company that is a supplier of cutting, measuring and safety products to the school,home office, hardware and industrial markets. 25Name and Age of Officer Patrick T. CollinsAge 52 Mr. Collins joined School Specialty in September 2012 as Senior Vice President of Sales and is responsible forleading the Company’s sales organization and targeted strategic initiatives. He was most recently Senior VicePresident, Sales of United Stationers, where he was responsible for sales, field marketing, customer service andbusiness development, as well as the leadership of two divisions, which together, accounted for approximately $600million in revenues. Prior to joining United Stationers in 2004, Mr. Collins was Senior Group Vice President, Salesand Marketing of Ingram Micro, Inc. His previous experience included 15 years at Frito-Lay in various positions ofincreasing responsibility. He graduated from Marietta College with a BA in Economics and received his MBA fromThe Ohio State University, Columbus.On July 22, 2013 the Company entered into a Transition and Separation Agreement and Mutual General Release (the “Transition Agreement”) withMr. Lavelle, pursuant to which Mr. Lavelle resigned as President and Chief Executive Officer of the Company, and as a member of the board of directors ofthe Company, effective as of such date after August 2, 2013 as determined by the board of directors, but not later than September 1, 2013. The effective dateis expected to be August 9, 2013. As discussed in more detail in Item 10, Directors, Executive Officers and Corporate Governance, because of the resignationof Mr. Lavelle, the board of directors appointed James R. Henderson to serve as interim Chief Executive Officer of the Company.Kathryn Pepper-Miller served as Executive Vice President and Chief Marketing Officer of School Specialty from April 2012 until her resignation,effective July 26, 2013. She was responsible for marketing strategy.Gerald T. Hughes served as Chief Administrative Officer from April 2, 2012 until his resignation, effective March 31, 2013. He was responsible forhuman resources, legal, organization design and change management.The term of office of each executive officer is from one annual meeting of the Board of Directors until the next annual meeting of the Board of Directorsor until a successor for each is selected. There are no arrangements or understandings between any of our executive officers and any other person (not an officeror director of School Specialty acting as such) pursuant to which any of our executive officers was selected as an officer of School Specialty. 26PART II Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity SecuritiesMarket InformationOur common stock was traded under the symbol “SCHS” on The NASDAQ Global Select Market through February 5, 2013. On February 6, 2013,The NASDAQ Stock Market LLC suspended trading in the Company’s common stock following the commencement of the Chapter 11 Cases and delistedthe common stock effective March 1, 2013. The Company’s common stock traded on the OTCQB market place of the OTC Market Groups as ofFebruary 6, 2013 under the symbol “SCHSQ” through June 11, 2013, the Effective Date of the Reorganization Plan. The table below sets forth the reportedhigh and low closing sale prices for shares of our common stock, during the indicated quarters. Fiscal 2013 quarter ended High Low July 28, 2012 $3.92 $2.40 October 27, 2012 3.45 1.76 January 26, 2013 2.44 0.58 April 27, 2013 0.27 0.03 Fiscal 2012 quarter ended High Low July 30, 2011 $15.38 $12.02 October 29, 2011 12.04 6.13 January 28, 2012 8.00 2.24 April 28, 2012 3.90 3.07 HoldersAs of June 8, 2012, there were 1,739 record holders of our common stock. The common stock held by these shareholders was canceled on June 11,2013, the Effective Date of the Reorganization Plan. As of June 12, 2013, there were 60 record holders of the new common stock of the reorganized Companyissued pursuant to the Reorganization Plan.DividendsWe have not declared or paid any cash dividends on our common stock to date. We currently intend to retain our future earnings to pay down debt,finance the growth, development and expansion of our business or for other endeavors deemed prudent. Accordingly, we do not expect to pay cash dividendson our common stock in the foreseeable future. In addition, our ability to pay dividends may be restricted or prohibited from time to time by financialcovenants in our credit agreements and debt instruments. Our asset based lending facility and our term loan credit agreement contain restrictions on, and insome circumstances may prevent, our payment of dividends. 27PERFORMANCE GRAPHThe following graph compares the total shareholder return on our Common Stock since April 27, 2008 with that of the Russell 3000 Stock Market Indexand a peer group index including: Office Depot, Inc. (ODP), Staples, Inc. (SPLS), OfficeMax, Inc. (OMX), Cambium Learning Group, Inc. (ABCD), TheMcGraw-Hill Companies, Inc. (MHP), Pearson PLC (PSO), Scholastic Corporation (SCHL), Scientific Learning Corp (SCIL) and Virco ManufacturingCorp (VIRC). Archipelago Learning, Inc. (ARCL) was eliminated from the peer group index because it was acquired in May 2012.The total return calculations set forth below assume $100 invested on April 30, 2008, with reinvestment of any dividends into additional shares of thesame class of securities at the frequency with which dividends were paid on such securities through April 27, 2013. The stock price performance shown inthe graph below should not be considered indicative of potential future stock price performance. *$100 invested on 4/30/08 in stock or index, including reinvestment of dividends.Fiscal year ending April 30.Copyright 2013 Russel Investment Group. All roghts reserved. 4/26/08 4/25/09 4/24/10 4/30/11 4/28/12 4/27/13 School Specialty, Inc. 100.00 63.76 79.69 50.31 11.11 0.17 Russell 3000 100.00 65.05 91.66 108.48 112.17 131.48 Peer Group 100.00 78.64 104.09 109.86 107.33 112.35 28©Item 6.Selected Financial DataSELECTED FINANCIAL DATA(In thousands, except per share data) Fiscal Year 2013 2012 2011 2010 2009 (52 weeks) (52 weeks) (53 weeks) (52 weeks) (52 weeks) Statement of Operations Data: Revenues $674,998 $731,991 $762,078 $896,678 $1,046,980 Cost of revenues 411,118 448,977 454,557 517,530 618,377 Gross profit 263,880 283,014 307,521 379,148 428,603 Selling, general and administrative expenses 267,491 274,967 287,560 304,451 350,919 (Gain) on sale of product line — (4,376) — — — Impairment charge 45,789 107,501 411,390 — — Operating (loss) income (49,400) (95,078) (391,429) 74,697 77,684 Interest expense 28,600 27,182 28,157 30,466 29,905 Loss on early extinguishment of debt 10,201 — — — — Other expense — — — — 2,679 Early termination of long-term indebtedness 26,247 — — — — Impairment of long-term asset 1,414 — — — — Impairment of investment in unconsolidated affiliate 7,749 9,012 6,861 — — Expense associated with convertible debt exchange — 1,090 1,920 — — Loss before reorganization costs and provision for (benefit from)income taxes (123,611) (132,362) (428,367) 44,231 45,100 Bankruptcy related reorganization costs 22,979 — — — — (Loss) income before provision for income taxes (146,590) (132,362) (428,367) 44,231 45,100 Provision for / (benefit from) income taxes (334) 167 (73,132) 17,678 17,972 (Loss) earnings before losses from investment in unconsolidatedaffiliate (146,256) (132,529) (355,235) 26,553 27,128 Losses of unconsolidated affiliate (1,436) (1,488) (1,038) (701) — Net (loss) income $(147,692) $(134,017) $(356,273) $25,852 $27,128 Weighted average shares outstanding: Basic 18,922 18,878 18,870 18,843 18,802 Diluted 18,922 18,878 18,870 18,874 18,895 (Loss) earnings per share of common stock: Basic $(7.81) $(7.10) $(18.88) $1.37 $1.44 Diluted $(7.81) $(7.10) $(18.88) $1.37 $1.44 April 27,2013 April 28,2012 April 30,2011 April 24,2010 April 25,2009 Balance Sheet Data: Working capital (deficit) $(29,325) $89,709 $(17,507) $9,927 $43,753 Total assets 427,573 463,521 637,544 1,067,820 1,077,205 Long-term debt — 289,668 198,036 199,742 244,586 Total debt 198,302 290,623 296,279 332,139 371,657 Shareholders’ equity (deficit) (79,192) 67,946 201,629 551,188 510,279 29Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)You should read the following discussion and analysis in conjunction with our consolidated financial statements and related notes, includedelsewhere in this Annual Report.BackgroundWe are a leading education company serving the preK-12 education market by providing products, programs and services that enhance studentachievement and development to educators and schools across the United States and Canada. We offer more than 75,000 items through an innovative two-pronged marketing approach that targets both school administrators and individual teachers.On January 28, 2013, we filed voluntary petitions for relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United StatesBankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The cases (the “Chapter 11 Cases”) were jointly administered as Case No. 13-10125 (KJC) under the caption “In re School Specialty, Inc., et al.” We continued to operate our business as “debtors-in-possession” under the jurisdiction ofthe Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and orders of the Bankruptcy Court. Our foreign subsidiaries were notpart of the Chapter 11 Cases.The Chapter 11 Cases were filed in response to an environment of ongoing declines in school spending and a lack of sufficient liquidity, including tradecredit provided by our vendors, to permit us to pursue our business strategy to position the School Specialty brands successfully for the long term.On May 23, 2013, the Bankruptcy Court entered an order confirming the Reorganization Plan, and a corrected copy of the Reorganization Plan wasentered by the Bankruptcy Court on June 3, 2013. The Reorganization Plan became effective on June 11, 2013 (the “Effective Date”). Pursuant to theReorganization Plan, on the Effective Date, the Company’s existing credit agreements, outstanding convertible subordinated debentures, equity plans andcertain other agreements were cancelled. In addition, all outstanding equity interests of the Company that were issued and outstanding prior to the EffectiveDate were cancelled on the Effective Date. Also on the Effective Date, in accordance with and as authorized by the Reorganization Plan, the Companyreincorporated in Delaware and issued a total of 1,000,004 shares of Common Stock of the reincorporated company to holders of certain allowed claims againstthe Debtors in exchange for such claims. As of June 12, 2013, there were 60 record holders of the new common stock of the reorganized Company issuedpursuant to the Reorganization Plan. The Reorganization Plan is described in additional detail above in Item 1, Business.Our goal is to grow profitably as a leading provider of supplemental education products. We have experienced revenue declines in each of the last fourfiscal years due primarily to the significant impact the current macroeconomic conditions have had on school spending. While we anticipate a decline inrevenue in fiscal 2014 due to a combination of the macroeconomic conditions and the impact that our bankruptcy filing has had on our business, we believerevenue growth can be realized in future years. We expect to achieve this goal over the long-term through an organic growth strategy based on leveraging ourstrong brand names and distribution capabilities, transforming the Company’s sales and marketing to a more market-centric emphasis with a balance of newcustomer acquisition and customer retention, and exploring partnering and licensing opportunities to provide new revenue streams. New revenue streamsinclude exploring opportunities in areas that could expand our addressable market, such as international markets. In addition, the Company is committed tocontinuing to invest in its internal product development efforts in order to expand curriculum-based product offerings.Our gross margin has decreased from 40.4% in fiscal 2011 to 39.1% in fiscal 2013. This decrease is primarily related to product mix. The AcceleratedLearning segment typically has higher gross margins due to the curriculum-nature of its products. However, the revenue from the Accelerated Learning segmenthas declined at a faster rate than the Educational Resources segment, resulting in decreasing consolidated gross margins. Also, the year-to-year variation instate adoption revenue affects revenue from sales of Accelerated Learning products, which has an impact on gross margin between years. 30In fiscal 2013 and fiscal 2012, our operating losses were $49.4 million and $95.1 million, respectively. The operating loss in fiscal 2013 is dueprimarily to the goodwill and intangible asset non-cash impairment charges of $45.8 million and pre-petition bankruptcy related charges of $4.7 million thatthe Company recorded in the third quarter of fiscal 2013. The operating loss in fiscal 2012 was due primarily to the goodwill and intangible asset non-cashimpairment charges of $107.5 million that the Company recorded in the third quarter of fiscal 2012. Due to the significance of the impairment charges infiscal 2013 and 2012, the Company believes it is more meaningful to compare operating income and margin excluding these impairment charges and pre-petition bankruptcy related charges. Excluding the impact of the impairment and bankruptcy charges in fiscal 2013 and 2012, the Company’s operatingincome was $1.1 million and $12.4 million, respectively. The Company’s business results have been negatively impacted by the continued softness in theeconomy as well as customer uncertainty caused by the bankruptcy. Economic conditions have resulted in revenue and profitability declines as cautiousspending by schools and teachers and state budget deficits have created uncertainty as to upcoming education funding levels from the states. In response tothis uncertainty around education funding, anticipated reductions in spending by schools and the uncertainty of the duration of any such reduction, all ofwhich negatively impacted our revenues, the Company initiated a significant expense-reduction plan beginning in fiscal 2010 in order to better balanceexpenses and product costs with potentially lower revenue. These expense-reduction plans were accomplished through a combination of facility closures,furloughs, functional department consolidations that resulted in staff reductions and improvements in our control of product costs through negotiations withsome of the Company’s larger vendors. These cost savings partially offset the revenue shortfall caused by the weakened economy. The Company’s goal ofimproving operating margins also includes ongoing evaluation of selling, general and administrative expense (“SG&A”) saving opportunities such as potentialoutsourcing relationships and an in-depth evaluation of total spending needs.ImpairmentsIn connection with the preparation of the financial statements for the third quarter of fiscal 2013, the Company concluded a triggering event had occurredwhich would more likely than not reduce the fair value of the reporting units below their carrying value. The triggering event was a combination of the declinesin the Company’s forecasted future years’ operating results and cash flows, and the liquidity concerns and eventual default under pre-bankruptcy creditagreements. As a result of the Company’s performance of the goodwill and indefinite-lived intangible asset impairment test as detailed below, the Companyrecorded an impairment charge of $41.1 million for goodwill and $4.7 million for indefinite-lived intangible assets.Due to the triggering events identified above, the Company also performed an impairment test of its long-lived assets in the third quarter of fiscal 2013.The Company compared the sum of the undiscounted cash flows during the remaining useful life of the primary asset for each identified asset group to thecarrying value of the asset group. No impairment was recorded as a result of this analysis.In connection with the preparation of the financial statements for the third quarter of fiscal 2012, the Company concluded a triggering event hadoccurred which required the Company to assess whether the fair values of the reporting units were below their carrying values. The triggering event was acombination of the continued decrease in the Company’s market capitalization and declines in the Company’s forecasted operating results and cash flows. OnDecember 31, 2011, the Company’s closing stock price was $2.50 per share compared with $14.15 per share as of May 1, 2011. As a result of theCompany’s performance of the goodwill and indefinite-lived intangible asset impairment test as detailed below, the Company recorded an impairment charge of$86.5 million for goodwill and $21.0 million for indefinite-lived intangible assets in the third quarter of fiscal 2012. See Note 8 of Notes to ConsolidatedFinancial Statements for additional discussion of the impairment charge recorded for goodwill and indefinite-lived intangible assets.In the first quarter of fiscal 2011, the Company performed its annual impairment test of goodwill and indefinite-lived intangible assets. The continueddownturn in the economy and cautious spending by schools and districts pointed to an impairment triggering event at the end of the first quarter of fiscal2011. The Company had 31year-over-year revenue and gross profit declines in excess of 20% during the first quarter of fiscal 2011 and its cost reduction activities could not keep pacewith these steeper than expected declines. The Company recorded a $411.2 million and $0.2 million impairment related to goodwill and indefinite-livedintangible assets, respectively.The continued downturn in the economy as well as cautious spending by schools and districts also has had a negative effect on the Company’sinvestment in Carson-Dellosa Publishing, LLC (“Carson-Dellosa”). The Company reviews Carson-Dellosa’s unaudited financial statements on a quarterlybasis and audited financial statements on an annual basis for indicators of triggering events or circumstances that indicate a potential impairment. During thefourth quarters of fiscal 2013, 2012 and 2011, the Company evaluated its investment in Carson-Dellosa for impairment and recorded other-than-temporaryimpairment charges of $7.7 million, $9.0 million and $6.9 million, respectively, in other expense in the Company’s Consolidated Statements of Operations.Carson-Dellosa is an unconsolidated affiliate in which the Company has a 35% ownership interest as described below. See Note 7 of Notes to ConsolidatedFinancial Statements for additional discussion of the impairment charge recorded for the investment in unconsolidated affiliate.Our business and working capital needs are highly seasonal, with peak sales levels occurring from June through October. During this period, wereceive, ship and bill the majority of our business so that schools and teachers receive their products by the start of each school year. Our inventory levelsincrease in April through June in anticipation of the peak shipping season. The majority of shipments are made between June and October and the majority ofcash receipts are collected from September through December. As a result, we usually earn more than 100% of our annual net income in the first two quartersof our fiscal year and operate at a net loss in our third and fourth fiscal quarters.The fiscal 2013 back-to-school season was another year of cautious school spending. This cautious school spending contributed to a revenue decline infiscal 2013 of approximately 7.8%. This rate of decline has slowed significantly as compared to declines experienced in the past five fiscal years and theCompany believes school funding is beginning to stabilize. While the Company still expects a decline in revenues in fiscal 2014 as this stabilization continues,it believes it has positioned itself to expand operating margins when revenue increases.Acquisition and DivestitureDuring fiscal 2012, the Company sold its SEEDS of Science/Roots of Reading program for $6.7 million and recognized a $4.4 million gain in itsoperations. The Company considered this program to be ancillary to its other curriculum products and non-core to the rest of the product portfolio. TheCompany will continue to review and consider divestment of non-core assets or products.During fiscal 2011, the Company completed the acquisition of a portion of the operating assets of Telex (“Telex”) for an aggregate purchase price of $0.4million. The assets acquired relate to Telex’s distribution of headphones, earphones, headsets, and their replaceable cords used in the education marketplace.The earphone and headphone models acquired included the Discovery, Odyssey, Explorer and 610 models. This business has been integrated into theCompany’s Califone business within the Educational Resources segment. The results of this business have been included in the accompanying consolidatedfinancial statements under Item 8 since the date of acquisition and would not have had a material effect on the Company’s overall performance on a pro formabasis and did not have a material effect on the Company’s fiscal 2011 performance. 32Results of OperationsThe following table sets forth certain information as a percentage of revenues on a historical basis concerning our results of operations for the fiscalyears 2013, 2012 and 2011: Fiscal Year 2013 2012 2011 Revenues 100.0% 100.0% 100.0% Cost of revenues 60.9 61.3 59.6 Gross profit 39.1 38.7 40.4 Selling, general and administrative expenses 39.6 37.6 37.7 (Gain) on sale of product line 0.0 -0.6 0.0 Impairment charge 6.8 14.7 54.0 Operating loss -7.3 -13.0 -51.3 Interest expense 4.2 3.7 3.7 Loss on early extinguishment of debt 1.5 0.0 0.0 Early termination of long-term indebtedness 3.9 0.0 0.0 Impairment of long-term asset 0.2 0.0 0.0 Impairment of investment in unconsolidated affiliate 1.1 1.2 0.9 Expense associated with convertible debt exchange 0.0 0.1 0.3 Loss before reorganization costs and provision for (benefit from) income taxes -18.2 -18.0 -56.2 Bankruptcy related reorganization costs 3.4 0.0 0.0 Loss before provision for (benefit from) income taxes -21.6 -18.0 -56.2 Provision for (benefit from) income taxes 0.0 0.0 -9.6 Net loss -21.6% -18.0% -46.6% Consolidated ResultsFiscal 2013 Compared to Fiscal 2012The following discussion and analysis of fiscal 2013 results compared to fiscal 2012 results is based on a comparison of the Company’s results ofoperations from continuing operations.Overview of Fiscal 2013Revenues for fiscal 2013 decreased 7.8% to $675.0 million as compared to $732.0 million in fiscal 2012. The Educational Resources and AcceleratedLearning segments experienced revenue declines of 5.8% and 13.0% in fiscal 2013, respectively. The revenue declines in both the Educational Resources andthe Accelerated Learning segments were attributable primarily to the current macroeconomic conditions and the impact those conditions have had on statebudget funding levels. According to the National Bureau of Economic Research, state revenue collections underperformed forecasts during the latest recession.Since approximately 50% of school funding is provided by states, the Company believes the decreased state revenues are adversely affecting school fundingand the related spending by schools. In addition, the Company believes the Chapter 11 Cases negatively impacted revenues in the fourth quarter of fiscal 2013due to a combination of customer uncertainty as to the status of the Company and increased backorders associated with procuring product due to liquidityconstraints. State tax receipts, a key component of school funding, have shown modest signs of recovery. However, local tax revenues, another major source ofschool funding, continue to be depressed. These factors, coupled with the lingering effects of the Chapter 11 Cases during our peak ordering season, leadmanagement to believe that fiscal 2014 will be a year of continued revenue decline, although management anticipates a slower rate of decline. 33Gross margin increased 40 basis points to 39.1% in fiscal 2013 as compared to 38.7% in fiscal 2012. The increased gross margin was related primarilyto improvements in Educational Resources gross margin. The Company expects gross margin to continue to show modest improvement in fiscal 2014.SG&A increased 200 basis points as a percent of revenue in fiscal 2013 as compared to fiscal 2012. SG&A attributable to the Educational Resourcesand Accelerated Learning segments decreased a combined $23.3 million and Corporate SG&A increased $15.8 million in fiscal 2013 as compared fiscal2012. The increase in Corporate SG&A was related primarily to the effect of lower costs related to company-wide furloughs taken in the third quarter of fiscal2012 that did not occur in fiscal 2013 and an increase in employee healthcare costs and professional and outside services. The remaining increase is due to$4.7 million of reorganization expenses incurred during the third quarter of fiscal 2013 with attorneys and other advisors in relation to the preparation for theCompany’s bankruptcy filing.Operating loss was $49.4 million in fiscal 2013 as compared to $95.1 million in fiscal 2012. Operating margins decreased from 1.7% in fiscal 2012 to0.2% in fiscal 2013 excluding the impact of the impairment charges and bankruptcy related charges. The decrease in operating margins is a result of declinesin school spending in fiscal 2013 due to the uncertainty in education funding levels and state budgetary concerns.RevenueRevenue decreased 7.8% from $732.0 million in fiscal 2012 to $675.0 million in fiscal 2013. Approximately $14 million of the full year revenue declineoccurred in the fourth quarter. The Company believes that the Chapter 11 Cases, and the related uncertainty it created for customers and vendors, contributedto the revenue decline in the fourth quarter of fiscal 2013. Backorders increased as the Company experienced product shortages related to its inability to meetpre-bankruptcy commitments to vendors.Educational Resources segment revenue decreased 5.8% from $526.3 million in fiscal 2012 to $495.8 million in fiscal 2013. The decline inEducational Resources segment revenue was comprised of a decline of approximately $19 million in the supplies category and a decline of approximately $11million in the furniture category. The decline in the supplies category is related primarily to classroom supplemental products and other specialty brandswhich schools consider more discretionary than basic school supplies. Segment revenue in the fourth quarter of fiscal 2013 was down $10.9 million, or11.3%, which we believe was partially related to the Chapter 11 Cases.Accelerated Learning segment revenues decreased by 13.0% from $205.1 million in fiscal 2012 to $178.5 in fiscal 2013. Approximately $13.5 millionof the decline was related to decreased school spending on our science division curriculum and the prior year disposition of our SEEDS of Science productline. While the majority of the decline in the science curriculum was anticipated due to large prior year shipments for science adoptions in Indiana, Nevadaand New York City that were not expected to repeat in fiscal 2013, the Company believes that school districts continue to delay spending as the impact fromthe pending changes to Next Generation Science Standards and general economic conditions remains uncertain. Approximately $12.4 million of the decline isrelated to our student planner and agenda products, which we believe schools consider more discretionary in nature. Segment revenue in the fourth quarter offiscal 2013 was down $3.6 million, or 15.3%, which we believe was partially related to the Chapter 11 Cases.Gross ProfitGross profit decreased 6.7% from $283.0 million in fiscal 2012 to $263.9 million in fiscal 2013. The decrease in consolidated revenue resulted inapproximately $22.1 million of the decline in gross profit had consolidated gross margin remained constant. Gross margin increased 40 basis points, from38.7% in fiscal 2012 34to 39.1% in fiscal 2013 primarily due to improvements in Educational Resources gross margin. The Accelerated Learning segment generates higher grossmargin due to its curriculum-based products than the Educational Resources segment and accounted for 26.4% of consolidated revenue in fiscal 2013compared to 28.1% in fiscal 2012. This shift in sales between segments partially offset the increase in consolidated gross margin by approximately 20 basispoints.Educational Resources segment gross profit decreased $3.8 million from $174.2 million in fiscal 2012 to $170.4 in fiscal 2013. Gross margin increased100 basis points from 33.1% in fiscal 2012 to 34.1% in fiscal 2013. The increase was related to margin improvements in furniture and supplies associatedwith product pricing.Accelerated Learning segment gross profit decreased $13.8 million from $108.1 million in fiscal 2012 to $94.3 million in fiscal 2013. The decrease ingross profit for fiscal 2013 compared to fiscal 2012 is due to decreased spending on the Company’s curriculum products. Gross margin increased 10 basispoints from 52.7% in fiscal 2012 to 52.8% in fiscal 2013. Increased product development amortization spread over a smaller revenue base resulted in a 90basis point reduction in gross margins in fiscal 2013. Favorable product mix partially offset this reduction.Selling, General and Administrative ExpensesSG&A includes selling expenses, the most significant of which are wages and sales commissions; operations expenses, which include customer service,warehouse and out-bound freight costs; catalog costs; general administrative overhead, which includes information systems, accounting, legal and humanresources; and depreciation and intangible asset amortization expense.As a percent of revenue, SG&A increased from 37.6% in fiscal 2012 to 39.6% in fiscal 2013. SG&A decreased $7.5 million from $275.0 million infiscal 2012 to $267.5 million in fiscal 2013. SG&A attributable to the Educational Resources and Accelerated Learning segments decreased a combined $23.3million and Corporate SG&A increased $15.8 million in fiscal 2013 as compared to fiscal 2012. Approximately $7.5 million of the increase relates to costsassociated with the Chapter 11 Cases. This includes $4.7 million of pre-petition expenses associated with attorney and advisor fees incurred in preparation ofthe Chapter 11 filing and $2.8 million of expenses associated with Company’s rejection of the lease, and subsequent shutdown, of the Mt. Joy, Pennsylvaniadistribution center. The effect of company-wide furloughs taken in the third quarter of fiscal 2012 that did not occur in fiscal 2013 and an increase inemployee healthcare costs and professional and outside services contributed to the increase in Corporate SG&A.Educational Resources segment SG&A decreased $13.4 million, or 9.3%, from $144.1 million in fiscal 2012 to $130.7 million in fiscal 2013. Thesegment had a decrease of $7.4 million in marketing costs primarily associated with a decrease in catalog costs related to continued refinements in theCompany’s circulation strategy. In addition, reduced volume led to an approximate $3.7 million decrease in its variable costs such as transportation,warehousing, and selling expenses. The remaining decrease is related primarily to headcount reductions. Educational Resources segment SG&A decreased as apercent of revenues from 27.4% in fiscal 2012 to 26.4% in fiscal 2013.Accelerated Learning segment SG&A decreased $9.9 million, or 11.4%, from $86.9 million in fiscal 2012 to $77.0 million in fiscal 2013. Reducedvolume led to approximately $4.5 million of a decrease in the segment’s variable costs such as transportation, warehousing, and selling expenses. Theremaining reduction is related primarily to segment headcount reductions and other compensation-related cost saving actions. Accelerated Learning segmentSG&A increased as a percent of revenues from 42.4% for the fiscal year ended April 28, 2012 to 43.1% for the fiscal year ended April 27, 2013. 35Bankruptcy Related Reorganization CostsAs of April 27, 2013, the Company had incurred $23.0 million of post-petition charges related to its Chapter 11 bankruptcy filing and costs related todebtor in possession (“DIP”) financing required as part of the bankruptcy process. Professional fees incurred with attorneys and other advisors were $12.4million. The remaining reorganization expense was primarily related to the DIP financing. Bankruptcy-related expenses incurred post-petition have beenclassified as “Bankruptcy Related Reorganization Costs” on the Company’s Statement of Operations. Bankruptcy-related costs incurred pre-petition have beenclassified as SG&A.Impairment ChargesThe Company recorded $45.8 million of impairment charges in fiscal 2013. Due to a triggering event in the third quarter, the Company recorded agoodwill impairment charge of $41.1 million, which consisted of $27.5 million, $9.7 million and $3.9 million for the Planning and Student Development,Reading and Califone reporting units, respectively. An impairment charge of $4.7 million was related to indefinite-lived intangible assets of the AcceleratedLearning segment.The Company recorded $107.5 million of goodwill and other intangible asset impairment charges in fiscal 2012 based on an assessment during thethird quarter of fiscal 2012. The goodwill impairment charge was $86.5 million, which consisted of $47.4 million, $20.3 million, $7.8 million and $11.0million for the Planning and Student Development, Science, Reading and Califone reporting units, respectively. An impairment charge of $21.0 million wasrelated to indefinite-lived intangible assets of both the Educational Resources and Accelerated Learning segments.Interest ExpenseInterest expense increased $1.4 million from $27.2 million in fiscal 2012 to $28.6 million in fiscal 2013. The increase is related primarily to higherborrowing costs on the Company’s pre-petition term loan as compared with the borrowing costs under the credit agreement in place during fiscal 2012. Theseincreases have been partially offset by approximately $3.7 million of reduced interest expense on the Company’s convertible debt. Since the convertible debtwas an unsecured claim which management believed was unlikely to be allowed as a priority claim in the Chapter 11 Cases, interest on the convertible debtwas not subsequent to the Company’s January 28, 2013 bankruptcy filing.Loss on Early Extinguishment of DebtThe Company recorded a $10.2 million charge in fiscal 2013 associated with the unamortized debt issuance costs related to the pre-bankruptcy creditfacilities.Early Termination of Long-Term IndebtednessDuring the second quarter of fiscal 2013 the Company recorded a $1.2 million early payment fee associated with the Company’s repayment of a portionof its pre-petition term loan.During the third quarter of fiscal 2013, the Company recorded a $25.1 million prepayment charge related to the acceleration of the obligations under theterm loan credit agreement. The charge was triggered by the Company’s non-compliance with the minimum liquidity covenant. The early prepayment feerepresented the present value of interest payments due to Bayside Finance, LLC during the term of the term loan credit agreement.Impairment of Long-Term AssetIn the second quarter of fiscal 2013 the Company recorded a $1.4 million impairment charge related to the note receivable it had recorded on its balancesheet from the sale of the Visual Media business in fiscal 2008. The Company received proceeds of $3.0 million in conjunction with the settlement of the notereceivable that was used to pay down a portion of the then-outstanding term loan. 36Impairment of Unconsolidated Affiliate InvestmentThe Company recorded an impairment of its investment in Carson-Dellosa in both fiscal 2013 and fiscal 2012. The value of the Company’s 35%ownership interest was re-evaluated in fiscal 2013 and fiscal 2012 as Carson-Dellosa operating results did not achieve expectations and prospective forecastswere lowered based on continued school spending declines in the supplemental education market. The decline in current and projected cash flows resulted inthe value of the Company’s ownership interest being $7.7 million less than the Company’s carrying amount in fiscal 2013. In fiscal 2012, this investmentwas written down by $9.0 million. The write downs in both years have been reflected in other expense.Provision for/(Benefit from) Income TaxesThe benefit from income taxes was $0.3 million in fiscal 2013 as compared to a provision for income taxes of $0.2 million in fiscal 2012. The currentyear benefit from income taxes includes $8.5 million of income tax benefit related to the $45.8 million goodwill and non-amortizable asset impairment. Thefiscal 2012 benefit from income taxes included $22.3 million of income tax benefit related to the $107.5 million impairment of goodwill and non-amortizableasset impairment. For fiscal 2013 and 2012, approximately $26.1 million and $52.6 million, respectively, of the goodwill and non-amortizable intangibleasset impairment was related to non-deductible goodwill and non-amortizable intangible assets associated with a past stock acquisition for which a tax benefitwas not recorded. The remaining $19.7 million impairment generated the $8.5 million of tax benefit in fiscal 2013 and the remaining $54.9 millionimpairment generated the $22.3 million in fiscal 2012.The tax provision for fiscal 2013 also includes an increase in our valuation allowance of $38.6 million against deferred tax assets which the Companydetermined did not meet the standard of more likely than not of being realized. In fiscal 2012, the Company recorded a valuation allowance of $32.6 million.The total valuation allowance at the end of fiscal 2013 is $71.3 million.Fiscal 2012 Compared to Fiscal 2011The following discussion and analysis of fiscal 2012 results compared to fiscal 2011 results is based on a comparison of the Company’s results ofoperations from continuing operations.Overview of Fiscal 2012Revenues for fiscal 2012 decreased 3.9% to $732.0 million as compared to $762.1 million in fiscal 2011. The Educational Resources and AcceleratedLearning segments experienced revenue declines of 1.6% and 9.5% in fiscal 2012, respectively. The revenue declines in both the Educational Resources andthe Accelerated Learning segments were attributable primarily to the current macroeconomic conditions and the impact those conditions have had on statebudget funding levels.Gross margin decreased 170 basis points to 38.7% in fiscal 2012 as compared to 40.4% in fiscal 2011. The decreased gross margin was relatedprimarily to price discounting in the Educational Resources segment and product mix as the higher margin Accelerated Learning segment had a steeper revenuedecline.SG&A decreased 10 basis points as a percent of revenue in fiscal 2012 as compared to fiscal 2011. The decrease in SG&A as a percent of revenue wasdue to compensation –related decisions during the year, including employee furloughs and a reduction in force. Total SG&A declined by $12.6 million infiscal 2012 as compared to fiscal 2011. The Company’s current full-time staffing was down approximately 150 individuals, or 8%, in fiscal 2012 ascompared to fiscal 2011.In the third quarter of fiscal 2012, the Company sold the SEEDS of Science/Roots of Reading product line for $6.7 million. The Company recorded again on the sale of assets of $4.4 million. 37We recorded $107.5 million of pre-tax impairment charges in the third quarter of fiscal 2012. The triggering event for the impairment analysis was acombination of the continued decrease in the Company’s market capitalization and declines in the Company’s forecasted future years’ operating results andcash flows. On December 31, 2011, the Company’s closing stock price was $2.50 per share, compared with $14.15 per share as of May 1, 2011. TheCompany’s performance of the goodwill and indefinite-lived intangible asset impairment test resulted in an impairment charge of $86.5 million for goodwilland $21.0 million for indefinite-lived intangible assets. We recorded $411.4 million of pre-tax impairment charges in the first quarter of fiscal 2011 primarilyto reduce the carrying value of goodwill of the Educational Resources reporting unit, which is part of the Educational Resources segment, and the Science andPlanning and Student Development reporting units, which are part of the Accelerated Learning segment. The Company experienced a significant decline inrevenue and operating income in the first quarter, as education spending continued to suffer from the ongoing economic downturn. This, coupled with thedecline in the Company’s market capitalization during the first quarter of fiscal 2011, led to the determination during that period that goodwill and anindefinite-lived tradenames were impaired.The Company also recorded a $9.0 million and $6.9 million pre-tax impairment charges related to its investment in Carson-Dellosa in the fourthquarters of fiscal 2012 and 2011, respectively due to experienced declines in Carson-Dellosa’s revenue and operating income in those fiscal years.Operating loss was $95.1 million in fiscal 2012 as compared to $391.4 million in fiscal 2011. Operating margins decreased from 2.6% in fiscal 2011to 1.7% in fiscal 2012 excluding the impact of the impairment charge. The decrease in operating margins was a result of declines in school spending in fiscal2012 due to the uncertainty in education funding levels and state budgetary concerns.RevenueRevenue decreased 3.9% from $762.1 million in fiscal 2011 to $732.0 million in fiscal 2012. Approximately 1% of the decline, or $7.5 million wasrelated to the incremental week in fiscal 2011 versus fiscal 2012 (53-week year versus 52-week year).Educational Resources segment revenue decreased 1.6% from $534.8 million in fiscal 2011 to $526.3 million in fiscal 2012. The decline inEducational Resources segment revenue was comprised of a decline of approximately $7 million in the supplies category and a decline of approximately $2million in the furniture category. Approximately $6 million of the overall segment decline was related to the 52-week year in fiscal 2012 versus fiscal 2011’s53-week year. Thus, revenue was essentially flat between fiscal 2011 and fiscal 2012 on a comparable week basis.Revenue for the supplies category had declined in fiscal 2011 due to execution issues in both the consolidation of the Company’s bid departments,which respond to customer bid requests, and the streamlining of the Company’s pricing and discount structure. The consolidation of the Company’s biddepartments resulted in an organization that was not properly staffed to effectively respond to bid opportunities. Thus, the Company’s number of successfulbid awards was negatively impacted, which the Company believes contributed to decreased revenue. The Company had addressed the staffing issues in theconsolidated bid department and believes it more effectively responded to customer bid requests in fiscal 2012. For the fiscal 2011 back to school season, theEducational Resources segment of the Company consolidated pricing strategies of various brands. Historically, the Educational Resources segment used avariety of price and discount strategies for its different brands and catalogs. In moving to a consolidated pricing structure that was common to all brands,catalog prices and discounts were revised with the intention of creating a more consistent and easier to understand pricing structure for the customer. Thisconsolidated pricing structure instead created customer confusion in fiscal 2011 due to the Company’s ineffective communication of these new price pointsand discounting to the customer. The Company believes that this customer confusion contributed to a revenue decline in the first nine months of fiscal 2011and led to the Company offering steeper price discounts in order to prevent any further revenue erosion. The 38Company believes that better communication to customers of its pricing strategy stabilized price erosion and its impact on revenue and gross margin in fiscal2012. The Company believes that its correction of these fiscal 2011 issues offset revenue declines from continued decreases in school spending.Accelerated Learning segment revenues decreased by 9.5% from $226.6 million in fiscal 2011 to $205.1 in fiscal 2012. Approximately $11 million ofthe decline was related to the Company’s student planner and agenda products. Reductions in school funding of planners and agendas resulted in acombination of schools electing to forego agenda purchases entirely in the current school year, schools transitioning to lower priced agendas or lost business tolower-end competitors. The remaining decline was attributable primarily to the Company’s curriculum products, which have been more susceptible to softerschool spending partly attributable to delays in the finalization of a national curriculum. Partially offsetting the decline in the curriculum products wasapproximately $5.6 million of science adoption revenue in Indiana.Gross ProfitGross profit decreased 8.0% from $307.5 million in fiscal 2011 to $283.0 million in fiscal 2012. The decrease in consolidated revenue resulted inapproximately $12 million of the decline in gross profit had consolidated gross margin remained constant. The decrease in consolidated gross margin of 170basis points, from 40.4% in fiscal 2011 to 38.7% in fiscal 2012, decreased gross profit by $12.4 million. The decreased gross margin was related to higherprice discounts within the Educational Resources segment due to competitive pricing within the market and decreased revenues and product mix in theAccelerated Learning segment around new curriculum-based materials. In addition, a shift in product mix between the Company’s segments accounted forapproximately 40 basis points of gross margin decrease in fiscal 2012. The Accelerated Learning segment, which generates higher gross margin than theEducational Resources segment, due to its curriculum-based products, accounted for 29.7% of the consolidated revenue in fiscal 2011 compared to 28.1% infiscal 2012.Educational Resources segment gross profit decreased $5.2 million from $179.4 million in fiscal 2011 to $174.2 in fiscal 2012. The decrease insegment revenue resulted in approximately $3 million of the decline in gross profit had segment gross margin remained constant. The decrease in gross marginof 40 basis points from 33.5% in fiscal 2011 to 33.1% in fiscal 2012 decreased gross profit by $2.2 million. Approximately 80 basis points of the decline ingross margin is related to cost increases such as higher freight costs attributable to fuel prices and substitution of higher cost domestic products to meet anincrease in demand of products typically sourced overseas. The decline was partially offset by an increase of approximately 20 basis points in gross marginrelated to product mix shift within the segment towards more profitable products.Accelerated Learning segment gross profit decreased $17.8 million from $125.9 million in fiscal 2011 to $108.1 million in fiscal 2012. The decrease insegment revenue resulted in a $12.0 million decline in gross profit had segment gross profit remained constant. The decrease in gross margin of 280 basispoints from 55.5% in fiscal 2011 to 52.7% in fiscal 2012 resulted in a decrease in gross profit of $5.8 million. Approximately 100 basis points of the declinewas related to increased product development amortization spread over a smaller revenue base. The remaining decrease in gross margin was related to a loss ofhigher margin revenue associated with the Company’s curriculum products as well as increased plastic costs for agenda products.Selling, General and Administrative ExpensesAs a percent of revenue, SG&A decreased from 37.7% in fiscal 2011 to 37.6% in fiscal 2012. SG&A decreased $12.6 million from $287.6 million infiscal 2011 to $275.0 million in fiscal 2012. Approximately $3.5 million of the SG&A savings for fiscal 2012 is related to company-wide furloughs duringthe year and reduced headcount year-over-year. SG&A attributable to the Educational Resources and Accelerated Learning segments decreased a combined$16.2 million and Corporate SG&A increased $3.6 million in fiscal 2012 as compared to fiscal 2011. Approximately $2 million of the increase in CorporateSG&A was related to additional depreciation expense, primarily for software and business system upgrades made in prior years. Incremental severance costscontributed $0.6 million of the year-over-year increase. 39Educational Resources segment SG&A decreased $8.1 million, or 5.3%, from $152.2 million in fiscal 2011 to $144.1 million in fiscal 2012. Thesegment had a decrease of approximately $4.0 million in its variable SG&A costs such as transportation, warehousing, and selling expenses associated withdecreased revenues. The segment’s portion of the consolidated savings related to the above-mentioned company-wide furloughs was approximately $1.6million. The remaining decrease was related primarily to headcount reductions and a reduction in severance expense. Educational Resources segment SG&Adecreased as a percent of revenues from 28.5% for the fiscal year ended April 30, 2011 to 27.4% for the fiscal year ended April 28, 2012.Accelerated Learning segment SG&A decreased $8.1 million, or 8.5%, from $95.0 million in fiscal 2011 to $86.9 million in fiscal 2012. Reducedvolume led to approximately $6.3 million of a decrease in the segment’s variable costs such as transportation, warehousing, and selling expenses. Thesegment’s portion of the consolidated savings related to the above-mentioned company-wide furloughs was approximately $1.2 million. The remaining decreasewas related primarily to headcount reductions. Accelerated Learning segment SG&A increased as a percent of revenues from 41.9% for the fiscal year endedApril 30, 2011 to 42.4% for the fiscal year ended April 28, 2012.Gain on Sale of Product LineIn the third quarter of fiscal 2012, the Company sold the SEEDS of Science/Roots of Reading product line for $6.7 million. The Company recorded again on the sale of assets of $4.4 million.Impairment ChargesThe Company recorded $107.5 million of goodwill and other intangible asset impairment charges in fiscal 2012 based on an assessment during thethird quarter of fiscal 2012. The goodwill impairment charge was $86.5 million, which consisted of $47.4 million, $20.3 million, $7.8 million and $11.0million for the Planning and Student Development, Science, Reading and Califone reporting units, respectively. An impairment of $21.0 million was related toindefinite-lived intangible assets of both the Educational Resources and Accelerated Learning segments. The Company recorded $411.4 million of impairmentcharges in fiscal 2011 pursuant to its annual goodwill and intangible asset assessment. The goodwill impairment charge was $411.2 million, which consistedof $247.9 million, $55.4 million, and $106.1 million for the Educational Resources, Science, and Planning and Student Development reporting units,respectively. An impairment of $0.2 million was related to an indefinite-lived tradename intangible.Interest ExpenseNet interest expense decreased $1.0 million from $28.2 million in fiscal 2011 to $27.2 million in fiscal 2012. The decrease was related primarily to a$0.5 million reduction in commitment fees on unborrowed funds under the Company’s credit facility in fiscal 2012 as the total facility size was reducedthrough amendments to the Credit Agreement. Non-cash interest expense associated with the Company’s then-outstanding convertible notes decreased byapproximately $0.5 million. These decreases were partially offset by increased amortization of loan fees in fiscal 2012.Other ExpenseIn the first quarter of fiscal 2012 and the fourth quarter of fiscal 2011, the Company entered into exchange agreements with holders of $57.5 millionand $100.0 million, respectively, in aggregate principal amount of the Company’s 3.75% Convertible Debentures due 2026 that were originally issued in2006. In the exchanges for their old debentures, the holders received new debentures with changes to the conversion, put and premium features. The Companyincurred and expensed $1.1 million and $1.9 million in issuance costs in conjunction with these exchange transactions in fiscal 2012 and fiscal 2011,respectively. 40The Company recorded an impairment of its equity method investment in Carson-Dellosa in both fiscal 2012 and fiscal 2011. The value of theCompany’s 35% ownership interest was re-evaluated in fiscal 2012 as Carson-Dellosa operating results did not achieve expectations and prospective forecastswere lowered based on continued school spending declines in the supplemental education market. The decline in current and projected cash flows resulted inthe value of the Company’s ownership interest being $9.0 million less than the Company’s carrying amount. In fiscal 2011, this equity method investmentwas written down by $6.9 million. The write downs in both years have been reflected in other expense.Provision for/(Benefit from) Income TaxesThe provision for income taxes was $0.2 million in fiscal 2012 as compared to a benefit from income taxes of $73.1 million in fiscal 2011. The currentyear provision for income taxes includes $22.3 million of income tax benefit related to the $107.5 million goodwill and non-amortizable asset impairment. Thefiscal 2011 benefit from income taxes included $66.5 million of income tax benefit related to the $411.4 million impairment of goodwill and non-amortizableasset impairment. For fiscal 2012 and 2011, approximately $52.6 million and $237.8 million, respectively, of the goodwill and non-amortizable intangibleasset impairment was related to non-deductible goodwill and non-amortizable intangible assets associated with a past stock acquisition for which a tax benefitwas not recorded. The remaining $54.9 million impairment generated the $22.3 million of tax benefit in fiscal 2012 and the remaining $173.4 millionimpairment generated the $66.5 million in fiscal 2011.The tax provision for fiscal 2012 also included a valuation allowance of $32.6 million against deferred tax assets which the Company determined didnot meet the standard of more likely than not of being realized. This is due to the Company’s recent history of losses and forward-looking projections of ataxable loss in fiscal 2013. There was no valuation allowance recorded in fiscal 2011.Due to the significant impact the impairment charge and valuation allowance had on the effective rate, the Company believes the tax benefit and effectiverate excluding these items is a better comparison between fiscal 2012 and fiscal 2011. Excluding the impairment charge and valuation allowance, fiscal 2012would have had a tax benefit of $9.4 million as compared to a tax benefit of $6.6 million for fiscal 2011. The increase was related to a decline in pre-taxincome excluding impairment. Excluding impairment and valuation allowance, the effective tax rate was 37.1% in fiscal 2012 as compared to 39.2% in fiscal2011.Excluding impairment and valuation allowance, the effective income tax rate of 37.1% exceeds the federal statutory rate of 35% primarily due to stateincome taxes.Liquidity and Capital ResourcesAt April 27, 2013, the Company had negative working capital of $30.3 million. Our capitalization at April 27, 2013 was $294.5 million and consistedof debt of $373.7 million and shareholders’ deficit of $79.2 million.On May 22, 2012, the Company entered into an Asset-Based Credit Agreement (the “2012 ABL Facility”) and Term Loan Credit Agreement (the “TermLoan”), which replaced the Company’s then-existing credit facility. The lenders under the 2012 ABL Facility agreed to provide a revolving senior securedasset-based credit facility in an aggregate principal amount of $200 million. Under the Term Loan, the lenders agreed to make a term loan to the Company inaggregate principal amount of $70 million. The Company used the proceeds of the 2012 ABL Facility and the Term Loan to repay outstanding indebtednessunder the Company’s previous credit facility. Both the 2012 ABL Facility and the Term Loan contained customary events of default and certain financial,affirmative and negative covenants. The Company was not in compliance with the minimum liquidity covenant under the term loan as of the end ofDecember, 2012. As a result, the Company entered into a forbearance agreement with the 2012 ABL Facility and Term Loan lenders on January 4, 2013. 41On January 28, 2013 the Debtors filed voluntary petitions for relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the UnitedStates Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The cases (the “Chapter 11 Cases”) were being jointly administered as CaseNo. 13-10125 (KJC) under the caption “In re School Specialty, Inc., et al.” The Debtors continued to operate their business as “debtors-in-possession” underthe jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and orders of the Bankruptcy Court. TheCompany’s foreign subsidiaries were not part of the Chapter 11 Cases.The Chapter 11 Cases were filed in response to an environment of ongoing declines in school spending and a lack of sufficient liquidity, including tradecredit provided by the Debtors’ vendors, to permit the Debtors to pursue their business strategy to position the School Specialty brands successfully for thelong term.Subsequent to filing the Chapter 11 Cases, on January 31, 2013, the Company entered into a Senior Secured Super Priority Debtor-in-Possession CreditAgreement (the “Bayside DIP Agreement”) by and among the Company, certain of its subsidiaries, Bayside Finance, LLC (“Bayside”) (as AdministrativeAgent and Collateral Agent), and the lenders party to the Bayside Credit Agreement and a Debtor-in-Possession Credit Agreement (the “ABL DIP Agreement”)by and among Wells Fargo Capital Finance, LLC (as Administrative Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner) and GE CapitalMarkets, Inc. (as Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner and Syndication Agent), General Electric Capital Corporation (asSyndication Agent), and the lenders that are party to the Asset-Based Credit Agreement (the “Asset-Based Lenders”) and the Company and certain of itssubsidiaries.The Bayside DIP Agreement provided for a senior secured, super-priority revolving credit facility of up to $50 million (the “Bayside DIP Facility”),with an initial borrowing upon closing of $15 million, and subsequent borrowings of $8.0 million.Borrowings by the Company under the Bayside DIP Facility were subject to borrowing limitations based on the exhaustion of availability of credit underthe ABL DIP Facility (as defined below) and certain other conditions. The principal amounts outstanding under the Bayside DIP Facility bore interest based onapplicable LIBOR or base rates plus margins as set forth in the Bayside DIP Agreement. Upon the occurrence of an event of default in the Bayside DIPAgreement, an additional default interest rate of 3.0% per annum applied. The Bayside DIP Agreement also provided for certain additional fees payable to theagents and lenders.All borrowings under the Bayside DIP Agreement were required to be repaid on the earliest of (i) June 30, 2013, and (ii) the date of termination of theBayside DIP Agreement, whether pursuant to the consummation of a sale of substantially all of the assets of the Debtors under section 363 of the BankruptcyCode, or (iii) certain other termination events.Pursuant to a Security and Pledge Agreement, the Bayside DIP Facility was secured by substantially all assets of the Company and the guarantorsubsidiaries. Under an intercreditor agreement between the Asset-Based Lenders and the Bayside Lenders (the “Intercreditor Agreement”) the Bayside Lendershad a first priority security interest in all interests in real property, all intellectual property, all equipment and fixtures, and certain other assets of the Companyand its subsidiaries, and had a second priority security interest in accounts receivable, inventory and certain other assets of the Company and the subsidiaryguarantors, subordinate only to the first priority security interest of the Asset-Based Lenders in such assets. The obligations under the Bayside DIP Facilitywere extinguished with proceeds from the Ad Hoc DIP Agreement discussed below.The ABL DIP Agreement provided a revolving senior secured asset-based credit facility (the “ABL DIP Facility”) in an aggregate principal amount of$175 million. Outstanding amounts under the ABL DIP Facility bore interest at a rate per annum equal to either: (1) a base rate (equal to the greatest of (a) theprime lending rate, (b) the federal funds rate plus 0.50%, and (c) the 30-day LIBOR rate plus 1.00% per annum) plus 2.75%, or (2) a LIBOR rate plus3.75%. The default interest rate was three percentage points above the otherwise applicable rate. 42Pursuant to a Guaranty and Security Agreement, the ABL DIP Facility was secured by substantially all assets of the Company and the guarantorsubsidiaries. Under the Intercreditor Agreement, the Asset-Based Lenders had a first priority security interest in accounts receivable, inventory and certainother assets of the Company and the subsidiary guarantors, and had a second priority security interest in all interests in real property, all intellectual property,all equipment and fixtures, and certain other assets of the Company and its subsidiaries, subordinate only to the first priority security interest of the BaysideLenders in such assets.The ABL DIP Agreement contained customary events of default and affirmative and negative covenants, including (but not limited to) affirmativecovenants relating to reporting, appointment of a chief restructuring officer, and bankruptcy transaction milestones, and negative covenants related to thefinancing order of the Bankruptcy Court, additional indebtedness, liens, assets, fundamental changes, and use of proceeds.On February 27, 2013, the Company entered into a Senior Secured Super Priority Debtor-in-Possession Credit Agreement (the “Ad Hoc DIP Agreement”)by and among the Company, certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent and the lenders partyto the Ad Hoc DIP Agreement, which replaced the Bayside DIP Agreement, the related Bayside DIP Facility and the Term Loan Credit Agreement.The Ad Hoc DIP Agreement provided for a senior secured, super-priority revolving credit facility of up to $155 million (the “Ad Hoc DIP Facility”),with an initial borrowing upon closing of $130 million, and subsequent borrowings of $15 million following the entry of the final order of the BankruptcyCourt and upon the satisfaction of certain conditions.The principal amounts outstanding under the Ad Hoc DIP Facility bore interest based on applicable LIBOR or base rates plus margins as set forth in theAd Hoc DIP Agreement. Upon the occurrence of an event of default in the Ad Hoc DIP Agreement, an additional default interest rate of 2.0% per annum applies.The Ad Hoc DIP Agreement also provides for certain additional fees payable to the agents and lenders.All borrowings under the Ad Hoc DIP Agreement were required to be repaid on the earliest of (i) June 30, 2013, and (ii) the date of termination of the AdHoc DIP Agreement, whether pursuant to the consummation of a sale of substantially all of the assets of the Debtors under section 363 of the BankruptcyCode, or (iii) certain other termination events.Pursuant to a Security and Pledge Agreement, the Ad Hoc DIP Facility was secured by a first priority security interest in substantially all of the assets ofthe Company and the guarantor subsidiaries.Under Section 362 of the Bankruptcy Code, the filing of voluntary bankruptcy petitions by the Debtors automatically stayed most actions against theDebtors, including most actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Company’s property. Accordingly,although the Company defaulted on certain of the Debtors’ debt obligations, creditors were stayed from taking any actions as a result of such defaults.On May 23, 2013, the Bankruptcy Court approved the Reorganization Plan pursuant to a Confirmation Order dated May 23, 2013, as corrected June 3,2013 (the “Confirmation Order”). On the Effective Date of the Reorganization Plan, the Ad Hoc DIP Facility and the ABL DIP Facility and the related securityagreements were terminated in accordance with the terms of the Reorganization Plan.On June 11, 2013, in accordance with the Reorganization Plan, the Company entered into a Loan Agreement (the “Asset-Based Credit Agreement”)among the Company, Bank of America, N.A, as Agent, SunTrust Bank, as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated andSunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Bookrunners, and the Lenders that are party to the Asset-Based Credit Agreement (the“Asset-Based Lenders”). 43Under the Asset-Based Credit Agreement, the Asset-Based Lenders agreed to provide a revolving senior secured asset-based credit facility (the “New ABLFacility”) in an aggregate principal amount of $175 million. Outstanding amounts under the New ABL Facility will bear interest at a rate per annum equal to,at the Company’s election: (1) a base rate (equal to the greatest of (a) the prime lending rate, (b) the federal funds rate plus 0.50%, and (c) the 30-day LIBORrate plus 1.00% per annum) (the “Base Rate”) plus an applicable margin (equal to a specified margin based on the interest rate elected by the Company, thefixed charge coverage ratio under the New ABL Facility and the applicable point in the life of the New ABL Facility) (the “Applicable Margin”), or (2) aLIBOR rate plus the Applicable Margin (the “LIBOR Rate”). Interest on loans under the New ABL Facility bearing interest based upon the Base Rate will bedue monthly in arrears, and interest on loans bearing interest based upon the LIBOR Rate will be due on the last day of each relevant interest period or, ifsooner, on the respective dates that fall every three months after the beginning of such interest period.The New ABL Facility will mature on June 11, 2018. The Company may prepay advances under the New ABL Facility in whole or in part at any timewithout penalty or premium. The Company will be required to make specified prepayments upon the occurrence of certain events, including: (1) the amountoutstanding on the New ABL Facility exceeding the Borrowing Base, and (2) the Company’s receipt of net cash proceeds of any sale or disposition of assetsthat are first priority collateral for the New ABL Facility.Pursuant to a Guaranty and Collateral Agreement dated as of June 11, 2013 (the “New ABL Security Agreement”), the New ABL Facility is secured by afirst priority security interest in substantially all assets of the Company and the guarantor subsidiaries. Under an intercreditor agreement between the Asset-Based Lenders and the Term Loan Lenders, as defined and described below, the Asset-Based Lenders have a first priority security interest in substantially allworking capital assets of the Company and the guarantor subsidiaries, and a second priority security interest in all other assets, subordinate only to the firstpriority security interest of the Term Loan Lenders in such other assets.The Asset-Based Credit Agreement contains customary events of default and financial, affirmative and negative covenants, including but not limited toa springing financial covenant relating to the Company’s fixed charge coverage ratio and restrictions on indebtedness, liens, investments, asset dispositionsand dividends and other restricted payments.Also on June 11, 2013, the Company entered into a Credit Agreement (the “New Term Loan Credit Agreement”) among the Company, Credit Suisse AG,as Administrative Agent and Collateral Agent, and the lenders party to the New Term Loan Credit Agreement (the “Term Loan Lenders”).Under the New Term Loan Credit Agreement, the Term Loan Lenders agreed to make a term loan (the “New Term Loan”) to the Company in aggregateprincipal amount of $145 million. The outstanding principal amount of the New Term Loan will bear interest at a rate per annum equal to the applicableLIBOR rate (with a 1% floor) plus 8.50%, or the base rate plus a margin of 7.50%. Interest on loans under the New Term Loan Credit Agreement bearinginterest based upon the base rate will be due quarterly in arrears, and interest on loans bearing interest based upon the LIBOR rate will be due on the last day ofeach relevant interest period or, if sooner, on the respective dates that fall every three months after the beginning of such interest period.The New Term Loan matures on June 11, 2019. The New Term Loan Credit Agreement requires prepayments at specified levels upon the Company’sreceipt of net proceeds from certain events, including: (1) certain dispositions of property, divisions, business units or business lines; and (2) other issuancesof debt other than Permitted Debt, as defined in the New Term Loan Credit Agreement. The Post-Emergence Term Loan Credit Agreement also requiresprepayments at specified levels from the Company’s excess cash flow. The Company is also permitted to voluntarily prepay the New Term Loan in whole orin part. Any prepayments are to be made at par, plus an early payment fee calculated in accordance with the terms of the New Term Loan Credit Agreement ifprepaid prior to the second anniversary of the New Term Loan Credit Agreement. 44Pursuant to a Guarantee and Collateral Agreement dated as of June 11, 2013 (the “New Term Loan Security Agreement”), the New Term Loan is securedby a first priority security interest in substantially all assets of the Company and the guarantor subsidiaries. Under an intercreditor agreement between theAsset-Based Lenders and the Term Loan Lenders, the Term Loan Lenders have a second priority security interest in substantially all working capital assets ofthe Company and the subsidiary guarantors, subordinate only to the first priority security interest of the Asset-Based Lenders in such assets, and a firstpriority security interest in all other assets.The New Term Loan Credit Agreement contains customary events of default and financial, affirmative and negative covenants, including but notlimited to quarterly financial covenants commencing on the fiscal quarter ending October 26, 2013, relating to the Company’s (1) minimum interest coverageratio and (2) maximum net total leverage ratio and restrictions on indebtedness, liens, investments, asset dispositions and dividends and other restrictedpayments.Previous FinancingsIn November 2006, we sold $200.0 million of convertible subordinated debentures due 2026, (the “2006 Debentures”). The 2006 Debentures wereunsecured, subordinated obligations of the Company, which paid interest at 3.75% per annum and were convertible upon satisfaction of certain conditions.The debentures were redeemable at our option on or after November 30, 2011. On November 30, 2011, the holders had the right to require us to repurchase allor some of the 2006 Debentures.On March 1, 2011 and July 7, 2011, we exchanged $100.0 million and $57.5 million, respectively, in aggregate principal amount of the outstanding2006 Debentures, for $100.0 million and $57.5 million, respectively, in aggregate principal amount of convertible debentures also due November 30, 2026,(the “2011 Debentures”). The 2011 Debentures were unsecured, subordinated obligations of the Company, which paid interest at 3.75% per annum on eachMay 30th and November 30th, and were convertible upon satisfaction of certain conditions. Principal accreted on the 2011 Debentures at a rate of3.9755% per year, compounding on a semi-annual basis.On the Effective Date of the Reorganization Plan, pursuant to the Reorganization Plan and the Confirmation Order, 2011 Debentures were canceled andthe indenture under which the 2011 Debentures were issued was terminated.Cash FlowsNet cash provided by operating activities decreased $15.4 million, from net cash provided by operating activities of $17.9 million in fiscal 2012 to netcash provided by operating activities of $2.5 million in fiscal 2013. This change is primarily related to the Company’s Chapter 11 Cases. As a result of theChapter 11 Cases, a portion of the Company’s vendors suspended normal trade terms and required the Company to prepay for inventory purchases. Theseprepayments were approximately $15 million as of the end of fiscal 2013.Net cash used in investing activities for fiscal 2013 was $36.9 million, compared to $12.1 million for fiscal 2012. During the fourth quarter of fiscal2013, the Company placed $25.0 million of cash into a restricted account. The Ad Hoc DIP Agreement required the funds to be placed in an escrow account asa deposit for an early termination fee payable to Bayside that was provided under the Term Loan Credit Agreement. During the first quarter of fiscal 2013, theCompany transferred $2.7 million of cash into a restricted account. During fiscal 2013, $1.4 million was transferred from the restricted cash account as theletters of credit secured by this amount were canceled. The funds in this restricted account serve as collateral primarily for the Company’s workmen’scompensation insurance and other lease obligations, secured by letters of credit. The funds held in restricted accounts cannot be withdrawn from our accountwithout prior written consent of the secured parties. Additions to property, plant and equipment decreased $6.4 million, from $11.1 million in fiscal 2012 to$4.7 million in fiscal 2013. Partially offsetting the increase was the $3.0 million receipt related to the collection of portion of a long-term 45note receivable which was related to divestiture activity dating back to fiscal 2008. The proceeds from the long-term note receivable were used to reduce thethen-existing Term Loan from $70.0 million to $67.0 million during the second quarter of fiscal 2013. The Company received no proceeds from the sale ofassets in fiscal 2013 as compared to $6.7 million in fiscal 2012.Net cash provided by (used in) financing activities increased $69.8 million to $54.6 million net cash provided by financing activities in fiscal 2013 ascompared to net cash used in financing activities of $15.2 million for fiscal 2012. The increase was due to $46.9 million of increased borrowings under theCompany’s credit facilities and $42.5 million related to the Company’s redemption of convertible debt in fiscal 2012. The increases were offset by an $8.5million increase in debt fees incurred in fiscal 2013 and $9.9 million of fees related to the DIP financing incurred in fiscal 2013.Off Balance Sheet ArrangementsNone.Summary of Contractual ObligationsThe following table summarizes our contractual debt and operating lease obligations as of April 27, 2013: Payments Due(in thousands) Total Less than1 year 1 – 3years 3 – 5years More than5 years Long-term debt obligations (1) $198,302 $198,302 $— $— $— Convertible subordinated notes (2) 164,667 164,667 — — — Operating lease obligations 39,284 7,218 10,227 9,112 12,727 Purchase obligations (3) — — — — — Total contractual obligations $402,253 $370,187 $10,227 $9,112 $12,727 (1)Long-term debt obligations include principal and interest payments on our DIP credit facilities, which would have matured on June 30, 2013. These DIPcredit facilities were refinanced as of June 11, 2013.(2)The amounts reflected for these debentures include accrued interest at the balance sheet date. These debentures are unsecured and are reflected as“liabilities subject to compromise” in the accompanying consolidated financial statements.(3)As of April 27, 2013, we did not have any material long-term purchase obligations. The Company’s short-term purchase obligations as of April 27,2013 were primarily for the purchase of inventory in the normal course of business.Fluctuations in Quarterly Results of OperationsOur business is subject to seasonal influences. Our historical revenues and profitability have been dramatically higher in the first two quarters of ourfiscal year, primarily due to increased shipments to customers coinciding with the start of each school year. Quarterly results also may be materially affectedby variations in our costs for the products sold, the mix of products sold and general economic conditions. Therefore, results for any quarter are not indicativeof the results that we may achieve for any subsequent fiscal quarter or for a full fiscal year. 46The following table sets forth certain unaudited consolidated quarterly financial data for fiscal years 2013 and 2012 (in thousands, except per sharedata). We derived this quarterly data from our unaudited consolidated financial statements. Fiscal 2013 First Second Third Fourth Total Revenues $252,139 $236,866 $80,791 $105,202 $674,998 Gross profit 103,597 92,700 29,406 38,177 263,880 Operating income (loss) 28,481 25,336 (76,612) (26,605) (49,400) Earnings (loss), net of income taxes 18,256 14,264 (108,509) (70,267) (146,256) Equity in (losses) earnings of unconsolidated affiliate, net of tax 119 (137) (1,418) — (1,436) Net income (loss) 18,375 14,127 (109,927) (70,267) (147,692) Basic earnings per share of common stock: Earnings/(loss) $0.97 $0.75 $(5.81) $(3.72) $(7.81) Total $0.97 $0.75 $(5.81) $(3.72) $(7.81) Diluted earnings per share of common stock: Earnings/(loss) $0.97 $0.75 $(5.81) $(3.72) $(7.81) Total $0.97 $0.75 $(5.81) $(3.72) $(7.81) Fiscal 2012 First Second Third Fourth Total Revenues $276,084 $251,375 $85,258 $119,274 $731,991 Gross profit 111,276 95,060 30,628 46,050 283,014 Operating income (loss) 31,500 21,655 (126,545) (21,688) (95,078) Earnings (loss), net of income taxes 13,570 8,744 (103,006) (51,837) (132,529) Equity in (losses) earnings of unconsolidated affiliate, net of tax (20) 135 (1,608) 5 (1,488) Net income (loss) 13,550 8,879 (104,614) (51,832) (134,017) Basic earnings per share of common stock: Earnings/(loss) $0.72 $0.47 $(5.54) $(2.75) $(7.10) Total $0.72 $0.47 $(5.54) $(2.75) $(7.10) Diluted earnings per share of common stock: Earnings/(loss) $0.72 $0.47 $(5.54) $(2.75) $(7.10) Total $0.72 $0.47 $(5.54) $(2.75) $(7.10) InflationInflation, particularly in fuel and other oil-related costs, has had and could continue to have an effect on our results of operations and our internal andexternal sources of liquidity.Critical Accounting PoliciesWe believe the policies identified below are critical to our business and the understanding of our results of operations. The impact and any associatedrisks related to these policies on our business are discussed throughout this section where applicable. Refer to the notes to our consolidated financial statementsin Item 8 for detailed discussion on the application of these and other accounting policies. The preparation of the consolidated financial statements requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilitiesat the date of the financial statements and the 47reported amounts of revenues and expenses during the reporting period. We evaluate our estimates and assumptions on an ongoing basis and base them on acombination of historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ fromthose estimates. Our critical accounting policies that require significant judgments and estimates and assumptions used in the preparation of our consolidatedfinancial statements are as follows:Revenue RecognitionRevenue, net of estimated returns and allowances, is recognized upon the shipment of products or upon the completion of services provided tocustomers, which corresponds to the time when risk of ownership transfers, the selling price is fixed, the customer is obligated to pay, collectability isreasonably assured and we have no significant remaining obligations. Cash received in advance from customers is deferred on our balance sheet as a currentliability and recognized upon the shipment of products or upon the completion of services provided to the customers.Catalog Costs and Related AmortizationWe spend approximately $16 million annually to produce and distribute catalogs. We accumulate all direct costs incurred, net of vendor cooperativeadvertising payments, in the development, production and circulation of our catalogs on our balance sheet until such time as the related catalog is mailed.They are subsequently amortized into SG&A over the expected sales realization cycle, which is one year or less. Consequently, any difference between ourestimated and actual revenue stream for a particular catalog and the related impact on amortization expense is neutralized within a period of one year or less.Our estimate of the expected sales realization cycle for a particular catalog is based on, among other possible considerations, our historical sales experience withidentical or similar catalogs and our assessment of prevailing economic conditions and various competitive factors. We track our subsequent sales realization,reassess the marketplace, and compare our findings to our previous estimate and adjust the amortization of our future catalogs, if necessary.Development CostsWe accumulate external and certain internal costs incurred in the development of our products which can include a master copy of a book, video or othermedia, on our balance sheet. As of April 27, 2013, we had $28.2 million in development costs on our balance sheet. A majority of these costs are associatedwith science and reading intervention businesses. The capitalized development costs are subsequently amortized into cost of revenues over the expected salesrealization cycle of the products, which is typically five years. During fiscal 2013, we amortized development costs of $7.2 million to expense. We continue tomonitor the expected sales realization cycle for each product, and will adjust the remaining expected life of the development costs or recognize an impairment, ifwarranted.Goodwill and Intangible Assets, and Long-Lived AssetsAt April 27, 2013, intangible assets represented approximately 27.4% of our total assets. We review our goodwill and other indefinite life intangibleassets for impairment annually, or more frequently if indicators of impairment exist. A significant amount of judgment is involved in determining if anindicator of impairment has occurred. Such indicators may include, among others: a significant decline in our expected future cash flows; a sustained,significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipatedcompetition; the testing for recoverability of a significant asset group within a reporting unit; and slower growth rates. Any adverse change in these factorscould have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements. 48As it relates to goodwill and indefinite life intangible assets, we apply the impairment rules in accordance with FASB ASC Topic 350, “Intangibles—Goodwill and Other”. As required by FASB ASC Topic 350, the recoverability of these assets is subject to a fair value assessment, which includesjudgments regarding financial projections, including forecasted cash flows and discount rates, and comparable market values. As it relates to finite lifeintangible assets, we apply the impairment rules as required by FASB ASC Topic 360-10-15, “Impairment or Disposal of Long-Lived Assets” which alsorequires significant judgments related to the expected future cash flows attributable to the primary asset. Key assumptions used in the impairment analysisinclude, but are not limited to, expected future cash flows, business plan projections, revenue growth rates, and the discount rate utilized for discounting suchcash flows. The impact of modifying any of these assumptions can have a significant impact on the estimate of fair value and, thus, the estimatedrecoverability, or impairment, if any, of the asset.In connection with the preparation of the financial statements for the third quarter of fiscal 2013, the Company concluded a triggering event had occurredwhich would more likely than not reduce the fair value of the reporting units below their carrying value. The triggering event was a combination of the declinesin the Company’s forecasted future years’ operating results and cash flows, and the liquidity concerns and eventual default under pre-bankruptcy creditagreements.As discussed in Note 8 of the consolidated financial statements, in the third quarter of fiscal 2013 and the third quarter of fiscal 2012 the Companyrecorded impairment charges of $41.1 million and $86.5 million, respectively, to goodwill and $4.7 million and $21.0 million, respectively, to indefinite-lived intangible assets. The goodwill impairment recorded in fiscal 2013 reduced the Company’s goodwill balance to zero. The impairments were determined aspart of the fair value assessment of these assets.In the first quarter of fiscal 2013, the Company performed its annual impairment test. We tested goodwill for impairment by determining the fair valueof the Company’s reporting units using a combined income (discounted cash flow) and market approach (guideline public company comparables) valuationmodel. The details regarding the determination of the fair value of the reporting units, including the key assumptions used in the impairment analysis, arediscussed in Note 8 of the consolidated financial statements. The impact of modifying any of these assumptions can have a significant impact on the estimateof fair value and, thus, the estimated recoverability, or impairment, if any, of the asset. Changes in estimates or the application of alternative assumptionscould have produced significantly different results.The fair value assessments in the third quarter of fiscal 2013 of the reporting units with goodwill (Califone, Reading, and Planning and StudentDevelopment) indicated that the goodwill balances of these reporting units was impaired as the carrying value exceeded the fair value of the units. As a result,the Company recorded impairment charges of $3.9 million, $9.7 million and $27.5 million to the reporting units of Califone, Reading, Science and Planningand Student Development, respectively.The fair value assessment in the third quarter of fiscal 2013 on the indefinite-lived intangible assets indicated the carrying value exceeded the fair value.As a result the Company recorded an impairment of $4.7 million to non-amortizable trademark and tradename.The Company also performed an impairment test of its long-lived assets in the third quarter of fiscal 2013. The Company compared the sum of theundiscounted cash flows during the remaining useful life of the primary asset for each identified asset group to the carrying value of the asset group. Noimpairment was recorded as a result of this analysis.Valuation Allowance for Deferred Tax AssetsWe initially recorded a tax valuation allowance against our deferred tax assets in the fourth quarter of fiscal 2012. In recording the valuation allowance,management considered whether it was more likely than not that some or all of the deferred tax assets would be realized. This analysis included considerationof scheduled reversals of deferred tax liabilities, projected future taxable income, carry back potential and tax planning strategies, in accordance with FASBASC Topic 740, “Income Taxes”. At April 27, 2013, our valuation allowance totaled $71.3 million. 49Fresh Start AccountingAs a result of the Chapter 11 Cases, the realization of assets and satisfaction of liabilities, without substantial adjustment and/or changes in ownershipare subject to uncertainty. The implementation of the Reorganization Plan and the adoption of fresh start accounting on June 11, 2013 will materially changethe amounts and classifications of certain assets and liabilities, as compared to amounts and classifications shown in the historical consolidated financialstatements. For further details on fresh start accounting, see Note 23 of the consolidated financial statements. Except as otherwise expressly stated in thisAnnual Report, the financial statements and other financial information contained herein do not reflect fresh start accounting adjustments. Item 7A.Quantitative and Qualitative Disclosures About Market RiskOur financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and debt. Market risks relatingto our operations result primarily from changes in interest rates. Our borrowings under our credit facility are primarily dependent upon LIBOR rates.Assuming no change in our financial structure, if variable interest rates were to have averaged 100 basis points higher during fiscal 2013 and fiscal 2012, pre-tax earnings would have decreased by approximately $3.1 million and $3.4 million respectively. This amount was determined by considering a hypothetical100 basis point increase in interest rates on average variable-rate debt outstanding. The estimated fair value of long-term debt approximated its carrying value atApril 27, 2013 and April 28, 2012, with the exception of our convertible debt, which at April 27, 2013 had a carrying value of $163.7 million and anestimated fair market value $30.4 million based on estimated equity value to be received in connection with the Debtors’ Reorganization Plan, and at April 28,2012 had a carrying value of $157.5 million and a fair market value of $113.4 million. 50Item 8.Financial Statements and Supplementary DataREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Shareholders ofSchool Specialty, Inc.Greenville, WisconsinWe have audited the accompanying consolidated balance sheets of School Specialty, Inc. (Debtor-In-Possession) and subsidiaries (the “Company”) as ofApril 27, 2013 and April 28, 2012, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficit), andcash flows for each of the three fiscal years in the period ended April 27, 2013. Our audits also included the financial statement schedule listed in the Index atItem 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is toexpress an opinion on these financial statements and financial statement schedule based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe thatour audits provide a reasonable basis for our opinion.In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of School Specialty, Inc. (Debtor-In-Possession) and subsidiaries as of April 27, 2013 and April 28, 2012, and the results of their operations and their cash flows for each of the three fiscal yearsin the period ended April 27, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, suchfinancial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all materialrespects, the information set forth therein.As discussed in Notes 1 and 24 to the consolidated financial statements, on May 23, 2013, the Bankruptcy Court entered an order confirming the planof reorganization, which became effective on June 11, 2013./s/ DELOITTE & TOUCHE LLPMilwaukee, WisconsinAugust 7, 2013 51FINANCIAL STATEMENTSSCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)CONSOLIDATED BALANCE SHEETS(In Thousands, Except Share Data) April 27,2013 April 28,2012 ASSETS Current assets: Cash and cash equivalents $20,769 $484 Restricted cash 26,302 — Accounts receivable, less allowance for doubtful accounts of $926 and $2,072, respectively 58,942 62,826 Inventories, net 92,582 100,504 Deferred catalog costs 8,924 11,737 Prepaid expenses and other current assets 29,901 11,111 Refundable income taxes 9,793 3,570 Deferred taxes — 4,797 Total current assets 247,213 195,029 Property, plant and equipment, net 39,209 57,491 Goodwill — 41,263 Intangible assets, net 110,306 124,242 Development costs and other, net 30,079 35,206 Deferred taxes long-term 51 390 Investment in unconsolidated affiliate 715 9,900 Total assets $427,573 $463,521 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current liabilities: Current maturities of long-term debt $198,302 $955 Accounts payable 22,897 74,244 Accrued compensation 7,197 8,094 Deferred revenue 2,237 3,095 Accrued fee for early termination of long-term debt 25,000 — Other accrued liabilities 21,905 18,932 Total current liabilities 277,538 105,320 Long-term debt less current maturities — 289,668 Other liabilities 925 587 Liabilities subject to compromise 228,302 — Total liabilities 506,765 395,575 Commitments and contingencies - Note 21 Shareholders’ equity (deficit): Preferred stock, $0.001 par value per share, 1,000,000 shares authorized; none outstanding — — Common stock, $0.001 par value per share, 150,000,000 shares authorized; 24,599,159 and 24,300,545 sharesissued, respectively 24 24 Capital paid-in excess of par value 446,232 444,428 Treasury stock, at cost—5,420,210 and 5,420,210 shares, respectively (186,637) (186,637) Accumulated other comprehensive income 22,381 23,631 Accumulated deficit (361,192) (213,500) Total shareholders’ equity (deficit) (79,192) 67,946 Total liabilities and shareholders’ equity (deficit) $427,573 $463,521 See accompanying notes to consolidated financial statements. 52SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF OPERATIONS(In Thousands, Except Per Share Amounts) For the Fiscal Year Ended April 27,2013 April 28,2012 April 30,2011 Revenues $674,998 $731,991 $762,078 Cost of revenues 411,118 448,977 454,557 Gross profit 263,880 283,014 307,521 Selling, general and administrative expenses 267,491 274,967 287,560 (Gain) on sale of product line — (4,376) — Impairment Charge 45,789 107,501 411,390 Operating loss (49,400) (95,078) (391,429) Other expense: Interest expense 28,600 27,182 28,157 Loss on early extinguishment of debt 10,201 — — Early termination of long-term indebtedness 26,247 — — Impairment of long-term asset 1,414 — — Impairment of equity-method investment 7,749 9,012 6,861 Expense associated with convertible debt exchange — 1,090 1,920 Loss before reorganization costs and provision for (benefit from) income taxes (123,611) (132,362) (428,367) Bankruptcy related reorganization costs 22,979 — — Loss before provision for (benefit from) income taxes (146,590) (132,362) (428,367) Provision for / (benefit from) income taxes (334) 167 (73,132) Loss before losses from investment in unconsolidated affiliate (146,256) (132,529) (355,235) Losses of unconsolidated affiliate (1,436) (1,488) (1,038) Net loss $(147,692) $(134,017) $(356,273) Weighted average shares outstanding: Basic and Diluted 18,922 18,878 18,870 Net loss per share: Basic and Diluted $(7.81) $(7.10) $(18.88) See accompanying notes to consolidated financial statements. 53SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(In Thousands) For the Fiscal Year Ended April 27,2013 April 28,2012 April 30,2011 Net loss $(147,692) $(134,017) $(356,273) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments (1,250) (2,759) 2,338 Total comprehensive loss $(148,942) $(136,776) $(353,935) See accompanying notes to consolidated financial statements. 54SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 and APRIL 30, 2011(In Thousands) Common Stock Capital Paid-inExcess ofPar Value TreasuryStock,at Cost Accumulated OtherComprehensiveIncome (AccumulatedDeficit) /RetainedEarnings TotalShareholders’Equity(Deficit) Shares Dollars Balance at April 24, 2010 24,280 $24 $436,959 $(186,637) $24,052 $276,790 $551,188 Issuance of common stock in conjunction withstock option exercises, net 10 — — — Exchange of convertible debt 3,387 3,387 Issuance of convertible debt (1,302) (1,302) Tax deficiency on option exercises (555) (555) Share-based compensation expense 2,846 2,846 Foreign currency translation adjustment 2,338 2,338 Net loss (356,273) (356,273) Balance at April 30, 2011 24,290 24 441,335 (186,637) 26,390 (79,483) 201,629 Issuance of common stock in conjunction withstock option exercises, net 10 — — — Exchange of convertible debt 938 938 Tax deficiency on option exercises (352) (352) Share-based compensation expense 2,507 2,507 Foreign currency translation adjustment (2,759) (2,759) Net loss (134,017) (134,017) Balance at April 28, 2012 24,300 24 444,428 (186,637) 23,631 (213,500) 67,946 Issuance of common stock in conjunction withstock option exercises, net 299 — — — Tax deficiency on option exercises (91) (91) Share-based compensation expense 1,895 1,895 Foreign currency translation adjustment (1,250) (1,250) Net loss (147,692) (147,692) Balance at April 27, 2013 24,599 $24 $446,232 $(186,637) $22,381 $(361,192) $(79,192) See accompanying notes to consolidated financial statements. 55SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF CASH FLOWS(In Thousands) For the Fiscal Year Ended April 27,2013 April 28,2012 April 30,2011 Cash flows from operating activities: Net loss $(147,692) $(134,017) $(356,273) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and intangible asset amortization expense 33,220 29,650 27,832 Amortization of development costs 7,179 6,615 5,334 Losses of unconsolidated affiliate 1,436 1,488 1,038 Loss on early extinguishment of debt 10,201 — — Early termination of long-term indebtedness 1,247 — — Fees related to DIP financing 9,855 — — Amortization of debt fees and other 2,019 2,399 2,162 Share-based compensation expense 1,895 2,507 2,846 Impairment of goodwill and intangible assets 45,789 107,501 411,390 Impairment of equity-method investment 7,749 9,012 6,861 Impairment of long-term asset 1,414 — — Expense associated with convertible debt exchange — 1,090 1,920 Deferred taxes 5,206 963 (89,392) (Gain) on sale of assets — (4,376) — Non-cash convertible debt interest expense 6,828 9,462 9,999 Changes in current assets and liabilities (net of assets acquired and liabilities assumed inbusiness combinations): Accounts receivable 3,960 3,598 5,783 Inventories 7,922 10,028 (11,297) Deferred catalog costs 2,813 4,902 (3,046) Prepaid expenses and other current assets (20,221) (2,136) 1,347 Accounts payable 110 (11,424) 38,430 Accrued liabilities 15,430 (19,372) 5,076 Accrued bankruptcy related reorganization costs 6,188 — — Net cash provided by (used in) operating activities 2,548 17,890 60,010 Cash flows from investing activities: Cash paid for acquisitions, net of cash acquired — — (360) Additions to property, plant and equipment (4,734) (11,098) (15,789) Proceeds from note receivable 3,000 — — Change in restricted cash (26,302) — — Investment in product development costs (7,579) (7,608) (9,052) Investment in product line (1,250) — — Proceeds from sale of assets — 6,650 — Net cash used in investing activities (36,865) (12,056) (25,201) Cash flows from financing activities: Pre-petition proceeds from bank borrowings 1,029,131 670,600 810,600 Pre-petition repayment of debt and capital leases (1,110,809) (641,404) (720,068) DIP proceeds from bank borrowings 307,636 — — DIP repayment of debt and capital leases (149,850) — — Redemption of convertible debt — (42,500) (133,000) Early termination of long-term indebtedness (1,247) — — Fees related to DIP financing (9,855) — — Payment of debt fees and other (10,404) (1,867) (3,555) Net cash provided by (used in) financing activities 54,602 (15,171) (46,023) Net (decrease) increase in cash and cash equivalents 20,285 (9,337) (11,214) Cash and cash equivalents, beginning of period 484 9,821 21,035 Cash and cash equivalents, end of period $20,769 $484 $9,821 Supplemental disclosures of cash flow information: Interest paid $20,162 $15,132 $17,137 Income taxes paid $534 $14,344 $4,320 Bankruptcy related reorganization cost paid (included in operating activities, above) $16,791 $— $— 56SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)(In Thousands) The Company paid cash in connection with certain business combinations accounted for under the purchase method in the fiscal year ended April 30,2011. There was no cash paid in connection with business combinations during the fiscal years ended April 27, 2013 and April 28, 2012. The fair values ofthe assets and liabilities of the acquired companies are presented as follows: For theFiscal Year EndedApril 30, 2011 Inventories $55 Property, plant and equipment 20 Intangible assets 285 Net assets acquired $360 See accompanying notes to consolidated financial statements. 57SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts)NOTE 1—BANKRUPTCY PROCEEDINGSOn January 28, 2013 (the “Petition Date”), School Specialty, Inc. and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions forrelief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the“Bankruptcy Court”). The cases (the “Chapter 11 Cases”) were jointly administered as Case No. 13-10125 (KJC) under the caption “In re School Specialty,Inc., et al.” The Debtors continued to operate their business as “debtors-in-possession” (“DIP”) under the jurisdiction of the Bankruptcy Court and inaccordance with the applicable provisions of Chapter 11 and orders of the Bankruptcy Court. The Company’s foreign subsidiaries (collectively, the “Non-Filing Entities”) were not part of the Chapter 11 Cases.The Chapter 11 Cases were filed in response to an environment of ongoing declines in school spending and a lack of sufficient liquidity, including tradecredit provided by the Debtors’ vendors, to permit the Debtors to pursue their business strategy to position the School Specialty brands successfully for thelong term. As part of the Chapter 11 Cases and as discussed further in Note 24 – Subsequent Events, the Debtors’ developed and implemented a Chapter 11reorganization plan that met the standards for confirmation under the Bankruptcy Code. The Chapter 11 reorganization plan will materially alter theclassifications and amounts reported in the Company’s consolidated financial statements, which do not give effect to any adjustments to the carrying values ofassets or amounts of liabilities that might be necessary as a consequence of confirmation of the Chapter 11 reorganization plan or the effect of any operationalchanges that may be implemented.Operation and Implication of the Bankruptcy FilingUnder Section 362 of the Bankruptcy Code, the filing of voluntary bankruptcy petitions by the Debtors automatically stayed most actions against theDebtors, including most actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Company’s property. Accordingly,although the Company defaulted on certain of the Debtors’ debt obligations, creditors were stayed from taking any actions as a result of such defaults. Absentan order of the Bankruptcy Court, substantially all of the Company’s pre-petition liabilities were subject to settlement under a reorganization plan or inconnection with a Section 363 sale.Subsequent to the Petition Date, the Company received approval from the Bankruptcy Court to pay or otherwise honor certain pre-petition obligationsgenerally designed to stabilize the Company’s operations. These obligations related to certain employee wages, salaries and benefits, and the payment ofvendors and other providers in the ordinary course for goods and services received after the Petition Date. The Company retained, pursuant to BankruptcyCourt approval, legal and financial professionals to advise the Company in connection with the bankruptcy filing and certain other professionals to provideservices and advice in the ordinary course of business.Reorganization PlanIn order for the Company to emerge successfully from Chapter 11, the Company determined that it was in the best interests of the Debtors’ estates toseek Bankruptcy Court confirmation of a reorganization plan. A reorganization plan determines the rights and satisfaction of claims of various creditors andsecurity holders, subject to the ultimate outcome of negotiations and Bankruptcy Court decisions ongoing through the date on which the reorganization plan isconfirmed. 58SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) On May 23, 2013, the Bankruptcy Court entered an order confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 ofthe Bankruptcy Code (the “Reorganization Plan”), and a corrected copy of such order was entered by the Bankruptcy Court on June 3, 2013. TheReorganization Plan became effective on June 11, 2013 (the “Effective Date”). See Note 24 for additional information regarding the Reorganization Plan.During fiscal 2013, the Company incurred $27,711 of legal, professional and financial fees related to the Company’s Chapter 11 filing. $4,732 of thecharges were incurred pre-petition and are included in selling, general and administrative expense on the consolidated statements of operations. These pre-petition costs were related to professional services and advice in conjunction with the bankruptcy filing. $22,979 of these charges were incurred post-petitionand are detailed in Note 5.Financial Statement Presentation and Going ConcernWe have prepared the accompanying consolidated financial statements in accordance with FASB ASC Topic 852 “Reorganizations” and on a goingconcern basis, which assumes continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. During theChapter 11 Cases, the Company’s ability to continue as a going concern was contingent upon its ability to comply with the financial and other covenantscontained in its ABL DIP Agreement and Ad Hoc DIP Agreement (see Note 10), the Bankruptcy Court’s approval of the Company’s Reorganization Plan andthe Company’s ability to successfully implement the Company’s plan and obtain exit financing, among other factors. As a result of the Chapter 11 Cases, therealization of assets and satisfaction of liabilities were subject to uncertainty. The Company emerged from Chapter 11 in June, 2013. Accordingly,management believes, subject to performance in accordance with the terms outlined in the Reorganization Plan upon emergence from Chapter 11 on theEffective Date (see Note 24), as well as projected compliance with applicable financial, affirmative, and negative covenants, that has resolved the substantialdoubt and uncertainty relative to the Company’s ability to continue as a going concern, described above.In connection with the Company’s emergence from Chapter 11, the Company adopted fresh start accounting as of June 11, 2013 in accordance withASC 852 “Reorganizations”. Upon the adoption of fresh start accounting, the financial statements of the Company will not be comparable in various materialrespects, to any of the Company’s previously issued financial statements. The financial statements as of June 11, 2013 and for periods subsequent to thefresh start effective date reflect that of a new entity, resulting in changes to balances previously presented (see Note 23). Except as otherwise expressly stated inthis Note 23, these financial statements do not reflect fresh start accounting adjustments.NOTE 2—ORGANIZATION AND BASIS OF PRESENTATIONSchool Specialty, Inc. and subsidiaries (the “Company”) is an education company, serving the preK-12 market, with leading brands that provideeducators with innovative and proprietary products, programs and services designed to help educators engage and inspire students of all ages and abilities,with operations primarily in the United States and Canada.The accompanying consolidated financial statements and related notes to consolidated financial statements include the accounts of School Specialty,Inc., its subsidiaries and the companies acquired in business combinations from their respective dates of acquisition. All inter-company accounts andtransactions have been eliminated. 59SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESUse of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Definition of Fiscal YearThe Company’s fiscal year ends on the last Saturday in April in each year. As used in these consolidated financial statements and related notes toconsolidated financial statements, “fiscal 2013,” “fiscal 2012” and “fiscal 2011” refer to the Company’s fiscal years ended April 27, 2013, April 28, 2012and April 30, 2011, respectively. The year ended April 30, 2011 represents a 53 week year, while the years ended April 27, 2013 and April 28, 2012 represent52 week years.Cash and Cash EquivalentsThe Company considers cash investments with original maturities of three months or less from the date of purchase to be cash equivalents.InventoriesInventories, which consist primarily of products held for sale, are stated at the lower of cost or market on a first-in, first-out basis in accordance withFASB ASC Topic 330, “Inventories”. Excess and obsolete inventory reserves recorded were $9,437 and $9,950 as of April 27, 2013 and April 28, 2012,respectively.Property, Plant and EquipmentProperty, plant and equipment are stated at cost. Additions and improvements are capitalized, whereas maintenance and repairs are expensed asincurred. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the respective assets. Theestimated useful lives range from twenty-five to forty years for buildings and their components and three to fifteen years for furniture, fixtures and equipment.Property and equipment leased under sale-leaseback obligations and capital leases are amortized over the lesser of its useful life or its lease term.Goodwill and Non-amortizable Intangible AssetsGoodwill represents the excess of cost over the fair value of net assets acquired in business combinations accounted for under the purchase method.Certain intangible assets including a perpetual license agreement and various trademarks and tradenames are estimated to have indefinite lives and are notsubject to amortization. Under FASB ASC Topic 350, “Intangibles—Goodwill and Other,” goodwill and indefinite-lived intangible assets are not subject toamortization but rather must be tested for impairment annually or more frequently if events or circumstances indicate they might be impaired. The Companyperforms the annual impairment test during the first quarter of each fiscal year. Amortizable intangible assets include customer relationships, 60SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) publishing rights, non-compete agreements, trademarks and tradenames, order backlog and copyrights and are being amortized over their estimated usefullives. In the third quarter of fiscal 2013, the Company concluded that a triggering event had occurred which required the Company to assess whether the fairvalues of the reporting units were below their carrying values. The triggering event was a combination of the declines in the Company’s forecasted future years’operating results and cash flows, and the liquidity concerns and eventual default under pre-bankruptcy credit agreements. As a result of the Company’sperformance of the goodwill and indefinite-lived intangible asset impairment test in the third quarter of fiscal 2013, the Company recorded impairment chargesof $41,089 for goodwill and $4,700 for indefinite-lived intangible assets. As a result of an assessment performed in the third quarter of fiscal 2012, theCompany recorded goodwill and indefinite-lived intangible impairment charges of $86,491 and $21,010, respectively in fiscal 2012. See Note 8 for details ofthese impairment charges.Impairment of Long-Lived AssetsAs required by FASB ASC Topic 360-10-35 “Impairment or Disposal of Long-Lived Assets,” the Company reviews property, plant and equipment,definite-lived intangible assets and development costs for impairment if events or circumstances indicate an asset might be impaired. The Company assessesimpairment based on undiscounted cash flows and records any impairment based on estimated fair value determined using discounted cash flows.Due to the triggering events identified above in the discussion of Goodwill and Non-Amortizable Intangible Assets, the Company also performed animpairment test of its long-lived assets in the third quarter of fiscal 2013. The Company compared the sum of the undiscounted cash flows during theremaining useful life of the primary asset for each identified asset group to the carrying value of the asset group. No impairment was recorded as a result ofthis analysis.Development CostsDevelopment costs represent external and internal costs incurred in the development of a master copy of a book, workbook, video or other supplementaleducational materials and products. The Company capitalizes development costs and amortizes these costs into costs of revenues over the lesser of five yearsor the product’s life cycle in amounts proportionate to expected revenues. At April 27, 2013 and April 28, 2012, net development costs totaled $28,234 and$27,726, respectively, and are included as a component of development costs and other assets, net, in the consolidated balance sheets.Fair Value of Financial InstrumentsU.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between marketparticipants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into thefollowing hierarchy: Level 1: Quoted prices in active markets for identical assets or liabilities.Level 2: Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are notactive, or input other than quoted prices that are observable for the asset or liability.Level 3: Unobservable inputs for the asset or liability. 61SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) The following table sets forth the items measured at fair value on a non-recurring basis during fiscal years 2013 and 2012. All items were categorized as Level3 within the fair value hierarchy. Refer to these notes to the consolidated financial statements for descriptions valuation techniques and inputs used to developthese fair value measurements, there were no changes to the valuation techniques during fiscal 2013, relative to fiscal 2012: Description Balance Sheet Location Fiscal 2013 Fiscal 2012 Goodwill Goodwill $— $41,263 Indefinite-lived intangible assets Intangible assets, net 14,410 19,110 Investment in Carson-Dellosa Investment in unconsolidated affiliate 715 9,900 The Fiscal 2012 disclosure of items measured at fair value on a non-recurring basis has been revised from amounts previously reported to adjustindefinite-lived intangible assets to exclude definite-lived intangibles and to exclude the new debentures, which were not measured at fair value on a non-recurring basis.As a result of the Company’s performance of the goodwill impairment test in the third quarter of fiscal 2013, the Company recorded an impairmentcharge of $41,089 for goodwill.As a result of the Company’s performance of the indefinite-lived intangible asset impairment test in the third quarter of fiscal 2013, the Companyrecorded an impairment charge of $4,700 for indefinite-lived intangible assets.During the fourth quarter of fiscal 2013, the Company evaluated its investment in Carson-Dellosa for impairment and, based on updated currentforward-looking projections, concluded Carson-Dellosa investment had an other-than-temporary impairment. As such, the Company recorded an impairmentof $7,749 in fiscal 2013.In accordance with FASB ASC Topic 825, “Financial Instruments” and FASB ASC Topic 820, “Fair Value Measurement,” the carrying amounts ofthe Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fairvalue given the short maturity of these instruments.The following table sets forth the financial instruments where carrying amounts may vary from fair value as of April 27, 2013: Description Balance Sheet Location Carrying Value Fair Value Categorization ABL DIP Agreement Current maturities $43,302 $43,302 Level 3 Ad Hoc DIP Agreement Current maturities 155,000 155,000 Level 3 2011 Debentures Liabilities subject to compromise 163,688 30,355 Level 3 Accounts payable Liabilities subject to compromise 51,951 19,400 Level 3 Sale leaseback obligations Liabilities subject to compromise 11,684 — Level 3 The Company has estimated the April 27, 2013 fair value of the amounts outstanding under its ABL DIP Agreement and Ad Hoc DIP Agreementapproximated their carrying values at the end of fiscal 2013 given the variable interest rates and the proximate maturity date of each facility. As a result of theCompany’s Chapter 11 filing, each of the 2011 Debentures, accounts payable and sale leaseback obligations are liabilities subject to 62SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) compromise as of April 27, 2013. The amount of liabilities subject to compromise represents the Company’s estimate, where an estimate is determinable, ofknown or potential prepetition claims to be addressed in connection with the bankruptcy proceedings. The carrying amount of such liabilities are reported atthe Company’s current estimate, where an estimate is determinable, of the allowed claim amount, even though they may settle for lesser amounts. TheCompany has estimated the April 27, 2013 fair value of each of these financial instruments based on the expected value of the recovery as reflected in theCompany’s Reorganization Plan and as depicted in Note 23 – Preliminary Pro Forma Fresh Start Financial Statements (Unaudited). The fair value of the 2011Debentures is based on the expected equity valuation of common shares which the Company distributed to the holders of the 2011 Debentures in accordancewith the term of the Reorganization Plan.The estimated fair value of the amounts outstanding under the then-existing credit facility approximated its carrying value at April 28, 2012 given thevariable interest rates included with this facility. The Company’s convertible debt had a carrying value of $164,878 and a fair market value of $113,359 atApril 28, 2012, as determined using the closing bid prices as reported on the National Association of Securities Dealers, Inc.’s Portal Market on April 28,2012. The Company’s sale-leaseback obligations had a carrying value of $12,663 and a fair market value of $13,736 at April 28, 2012 as determined usingestimated interest rates available at April 28, 2012 for similar long-term borrowings.Income TaxesIn accordance with FASB ASC Topic 740, “Income Taxes”, income taxes have been computed utilizing the asset and liability approach which requiresthe recognition of deferred tax assets and liabilities for the tax consequences of temporary differences by applying enacted statutory tax rates applicable tofuture years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Valuation allowances areprovided when it is anticipated that some or all of a deferred tax asset is not likely to be realized.Revenue RecognitionRevenue, net of estimated returns and allowances, is recognized upon the shipment of products or upon the completion of services provided tocustomers, which corresponds to the time when risk of ownership transfers, the selling price is fixed, the customer is obligated to pay, collectability isreasonably assured and the Company has no significant remaining obligations. Cash received in advance from customers is deferred on the balance sheet as acurrent liability and recognized upon the shipment of products or upon the completion of services provided to customers.Concentration of Credit RisksThe Company grants credit to customers in the ordinary course of business. The majority of the Company’s customers are school districts and schools.Concentration of credit risk with respect to trade receivables is limited due to the significant number of customers and their geographic dispersion. Duringfiscal 2013, 2012 and 2011, no customer represented more than 10% of revenues or accounts receivable.Vendor RebatesThe Company receives reimbursements from vendors (vendor rebates) based on annual purchased volume of products from its respective vendors. TheCompany’s vendor rebates are earned based on pre-determined 63SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) percentage rebates on the purchased volume of products within a calendar year. The majority of the rebates are not based on minimum purchases ormilestones, and therefore the Company recognizes the rebates on an accrual basis and reduces cost of revenues over the estimated period the related productsare sold.Deferred Catalog CostsDeferred catalog costs represent costs which have been paid to produce Company catalogs, net of vendor cooperative advertising payments, which willbe used in and benefit future periods. Deferred catalog costs are amortized in amounts proportionate to expected revenues over the life of the catalog, which isone year or less. Amortization expense related to deferred catalog costs is included in the consolidated statements of operations as a component of selling,general and administrative expenses. Such amortization expense for fiscal years 2013, 2012 and 2011 was $16,057, $22,051 and $20,731, respectively.RestructuringThe Company accounts for restructuring costs associated with both the closure or disposal of distribution centers and severance related to headcountreductions in accordance with FASB ASC Topic 712, “Compensation —Retirement Benefits.” During fiscal 2013, the Company recorded $1,561 ofseverance expense. During fiscal 2012 and fiscal 2011, the Company recorded $2,313 and $1,847, respectively, of severance expense. As of April 27,2013, April 28, 2012 and April 30, 2011, there was $716, $1,123 and $361, respectively, of accrued restructuring costs recorded in other accrued liabilitieson the consolidated balance sheet primarily related to various cost reduction activities. See Note 20 for details of these restructuring charges.Shipping and Handling CostsIn accordance with FASB ASC Topic 605-45-45, “Revenue Recognition—Principal Agent Considerations— Other Presentation,” the Companyaccounts for shipping and handling costs billed to customers as a component of revenues. The Company accounts for shipping and handling costs incurredas a cost of revenues for shipments made directly from vendors to customers. For shipments made from the Company’s warehouses, the Company accountsfor shipping and handling costs incurred as a selling, general and administrative expense. The amount of shipping and handling costs included in selling,general and administrative expenses for fiscal years 2013, 2012 and 2011 was $31,631, $31,844 and $33,635, respectively.Foreign Currency TranslationThe financial statements of foreign subsidiaries have been translated into U.S. dollars in accordance with FASB ASC Topic 830, “Foreign CurrencyMatters.” All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Amounts in the statements of operationshave been translated using the weighted average exchange rate for the year. Resulting translation adjustments are included in foreign currency translationadjustment within other comprehensive income.Share-Based Compensation ExpenseThe Company accounts for its share-based compensation plans under the recognition and measurement principles of FASB ASC Topic 718,“Compensation—Stock Compensation” and FASB ASC Topic 505, “Equity-Based Payments to Non-Employees”. See Note 15. 64SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) Recent Accounting PronouncementsIn May, 2011, the FASB issued Accounting Standard Update (“ASU”) No. 2011-04, Fair Value Measurements, FASB ASC Topic 820. The purposeof ASU No. 2011-04 was to develop common requirements for measuring fair value and for disclosing information about fair value measurements inaccordance with US GAAP and International Financial Reporting Standards (“IFRS”). ASU No. 2011-04 was effective for interim and annual reportingperiods beginning after December 15, 2011. The adoption ASU No. 2011-04 by the Company did not have a material impact on the Company’s financialposition, results of operations, comprehensive income (loss) or cash flows.In June, 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income, FASB ASC Topic 220. The purpose of ASU No. 2011-05 was to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in othercomprehensive income. ASU No. 2011-05 became effective for fiscal years and interim reporting periods within those years beginning after December 15,2011, and early adoption was permitted. The Company early adopted ASU No. 2011-05 during the second quarter ended October 29, 2011. The adoption ofASU No. 2011-05 impacted the presentation of the Company’s consolidated Statements of Comprehensive Income (Loss) in the consolidated financialstatements but it did not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must bereclassified to net income.In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment, FASB ASC Topic 350, which provides entities with theoption of first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount.If it is determined, on the basis of qualitative factors, that the fair value of the reporting unit is more-likely-than-not less than the carrying amount, the two-stepimpairment test would still be required. ASU No. 2011-08 became effective for interim and annual goodwill impairment tests performed for fiscal yearsbeginning after December 15, 2011, and early adoption was permitted. The Company did not elect to perform a qualitative assessment during fiscal 2013. Asa result, the adoption ASU No. 2011-08 had no impact on the Company’s consolidated financial statements.In July 2012, the FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other, FASB ASC Topic 350 – Testing Indefinite-Lived IntangibleAssets for Impairment. ASU No. 2012-02 amends the impairment test for indefinite-lived intangible assets by allowing companies to first assess thequalitative factors to determine if it is more likely than not that an indefinite-lived intangible asset might be impaired as a basis for determining whether it isnecessary to perform the quantitative impairment test. The changes to the ASC as a result of this update are effective prospectively for annual and interimimpairment tests performed for fiscal years beginning after September 15, 2012. The Company does not expect that the adoption of this guidance will have amaterial impact on its Consolidated Financial Statements.In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.”ASU No. 2013-02 requires presentation of reclassification adjustments from each component of accumulated other comprehensive income either in a singlenote or parenthetically on the face of the financial statements, for those amounts required to be reclassified into net income (loss) in their entirety in the samereporting period. For amounts that are not required to be reclassified in their entirety in the same reporting period, cross-reference to other disclosures isrequired. This update is effective for the Company beginning in fiscal 2014. The adoption of this guidance requires changes in presentation only and will haveno impact on the Company’s consolidated financial statements. 65SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) NOTE 4—LIABILITIES SUBJECT TO COMPROMISEThe following table reflects pre-petition liabilities that are subject to compromise. April 27,2013 Accounts payable $51,951 2011 Debentures 163,688 Pre-petition accrued interest on 2011 Debentures 979 Sale-leaseback obligations 11,684 Liabilities subject to compromise $228,302 Liabilities subject to compromise primarily represented unsecured pre-petition obligations of the Debtors that are expected to be subject to compromise aspart of the Reorganization Plan and are subject to settlement at lesser amounts. The amount of liabilities subject to compromise represents the Debtors’estimate, where an estimate is determinable, of known or potential prepetition claims to be addressed in connection with the bankruptcy proceedings. Suchliabilities are reported at the Debtors’ current estimate, where an estimate is determinable, of the allowed claim amount, even though they may settle for lesseramounts.As of April 27, 2013, the Company had not completed the process of reconciling its pre- and post-petition liabilities. Pursuant to court order, theCompany has been authorized to pay certain prepetition and operating liabilities incurred in the ordinary course of business (e.g., salaries and insurance).Accordingly, liabilities subject to compromise is subject to change.NOTE 5—BANKRUPTCY RELATED REORGANIZATION COSTSThe following table reflects bankruptcy related reorganization costs incurred in fiscal 2013. April 27,2013 Professional fees $12,429 Financing costs 9,734 Other 816 Bankruptcy related restructuring charges $22,979 NOTE 6—BUSINESS COMBINATIONSFiscal 2011During the fourth quarter of fiscal 2011, the Company completed the acquisition of a portion of the operating assets of Telex, a division of BoschSecurity Systems, Inc. for an aggregate purchase price of $360. The assets acquired relate to Telex’s distribution of headphones, earphones, headsets, andtheir replaceable cords used in the education marketplace. The earphone and headphone models subject to the acquisition are the Discovery, Odyssey, Explorerand 610 models. This business has been integrated into the Company’s Califone business unit within the Educational Resources segment. The results of thisacquisition have been included in the 66SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) accompanying consolidated financial statements since the date of acquisition, would not have had a material effect on the Company’s overall performance on apro forma basis, and did not have a material effect on the Company’s fiscal 2011 performance.NOTE 7—INVESTMENT IN UNCONSOLIDATED AFFILIATEInvestment in unconsolidated affiliate was accounted for under the equity method through the end of the third quarter in fiscal 2013. Effective with thecommencement of the Debtors’ Chapter 11 Cases, the Company no longer maintained a seat on the unconsolidated affiliate’s board of directors as a result ofthe Debtors’ Chapter 11 Cases. As a result, the Debtor no longer had significant influence over the unconsolidated affiliate and began to account for theinvestment in unconsolidated affiliate under the cost method effective at the beginning of the fourth quarter of fiscal 2013.The investment in unconsolidated affiliate consisted of the following: Percent-Owned April 27, 2013 April 28, 2012 Carson-Dellosa Publishing, LLC 35% $715 $9,900 On November 13, 2009, the Company completed the divestiture of the School Specialty Publishing business unit to Carson-Dellosa Publishing, LLC(“Carson-Dellosa”), a newly-formed business entity. Under the divestiture agreement, the Company combined its publishing unit net assets with those ofCookie Jar Education, Inc. and received a 35% interest, accounted for under the equity method, in Carson-Dellosa. For the years ended April 27,2013, April 28, 2012 and April 30, 2011, the Company recorded a pre-tax loss of $1,436, $1,488 and $1,038, respectively, resulting from its 35% minorityequity interest in Carson-Dellosa.The Company reviews Carson-Dellosa’s unaudited financial statements on a quarterly basis and audited financial statements on an annual basis forindicators of triggering events or circumstances that indicate a potential impairment. During the fourth quarters of fiscal 2013 and 2012, the Companyevaluated its investment in Carson-Dellosa for impairment and, based on updated current forward-looking projections, concluded the Carson-Dellosainvestment had an other-than-temporary impairment. As such, the Company recorded $7,749, $9,012 and $6,861 impairments in fiscals 2013, 2012, and2011 respectively in other expense in the Company’s Consolidated Statements of Operations. The resulting fair value of $715 and $9,900 in fiscal 2013 and2012, respectively, was estimated using a discounted cash flow model and is considered a Level 3 fair value measurement due to the use of significantunobservable inputs related to the timing and amount of future earnings based on projections of Carson-Dellosa’s future financing structure, contractual andmarket-based revenues and operating costs.In performing the impairment assessment, the Company estimated the fair value of its reporting units using the Income Approach (discounted cash flowanalysis). The discounted cash flow (“DCF”) valuation method requires an estimation of future cash flows of an entity and then discounting those cash flowsto their present value using an appropriate discount rate. The discount rate selected should reflect the risks inherent in the projected cash flows. The key inputsand assumptions of the DCF method are the projected cash flows, the terminal value of the reporting unit and the discount rate. The growth rate used for theterminal value calculation was 0% and 3% in fiscal 2013 and 2012, respectively, and the discount rate was 11.3% in both fiscal 2013 and 2012. 67SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) The investment amount represents the Company’s maximum exposure to loss as a result of the Company’s ownership interest. Losses are reflected in“Losses of unconsolidated affiliate.”NOTE 8—GOODWILL AND OTHER INTANGIBLE ASSETSThe following table presents details of the Company’s intangible assets, including the range of useful lives, excluding goodwill: April 27, 2013 Gross Value AccumulatedAmortization Net BookValue Amortizable intangible assets: Customer relationships (10 to 17 years) $36,760 $(25,248) $11,512 Publishing rights (15 to 25 years) 113,260 (40,018) 73,242 Non-compete agreements (3.5 to 10 years) 150 (127) 23 Tradenames and trademarks (5 to 30 years) 4,354 (1,424) 2,930 Order backlog and other (less than 1 to 13 years) 1,766 (1,238) 528 Perpetual license agreements (10 years) 14,506 (6,845) 7,661 Total amortizable intangible assets 170,796 (74,900) 95,896 Non-amortizable intangible assets: Tradenames and trademarks 14,410 — 14,410 Total non-amortizable intangible assets 14,410 — 14,410 Total intangible assets $185,206 $(74,900) $110,306 April 28, 2012 Gross Value AccumulatedAmortization Net BookValue Amortizable intangible assets: Customer relationships (10 to 17 years) $36,905 $(22,984) $13,921 Publishing rights (15 to 25 years) 113,260 (34,408) 78,852 Non-compete agreements (3.5 to 10 years) 5,480 (5,300) 180 Tradenames and trademarks (10 to 30 years) 3,504 (1,232) 2,272 Order backlog and other (less than 1 to 13 years) 1,766 (1,133) 633 Perpetual license agreements (10 years) 14,506 (5,232) 9,274 Total amortizable intangible assets 175,421 (70,289) 105,132 Non-amortizable intangible assets: Tradenames and trademarks 19,110 — 19,110 Total non-amortizable intangible assets 19,110 — 19,110 Total intangible assets $194,531 $(70,289) $124,242 Intangible asset amortization expense included in selling, general and administrative expenses for fiscal years 2013, 2012 and 2011 was $10,054,$10,590 and $10,814, respectively. 68SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) Estimated intangible asset amortization expense for each of the five succeeding fiscal years is: 2014 $9,928 2015 $9,880 2016 $9,831 2017 $9,131 2018 $5,704 This estimated intangible amortization expense over the succeeding five years is based on the historical cost of the Company’s intangible assets. Inconnection with the Debtors’ reorganization plan, see Note 24 – Subsequent Events, the Company’s intangible assets will be recorded at fair value as of theJune 11, 2013 date of the reorganization. As a result, the estimated intangible amortization reflected in the above table may or may not be indicative of theactual intangible amortization expense to be recognized in subsequent years.The following information presents changes to goodwill during the two-year period ended April 27, 2013: Reporting Units EducationalResourcesSegment Reporting Units AcceleratedLearningSegment Total EducationResources Califone Science Planningand StudentDevelopment Reading Health Balance at April 30, 2011 Goodwill $249,695 $14,852 $264,547 $75,652 $182,907 $17,474 $— $276,033 $540,580 Accumulated impairment losses (249,695) — (249,695) (55,372) (106,123) — — (161,495) (411,190) Balance at April 30, 2011 $— $14,852 $14,852 $20,280 $76,784 $17,474 $— $114,538 $129,390 Fiscal 2012 Activity: Currency translation adjustment — — — — (1,636) — — (1,636) (1,636) Balance at April 28, 2012 Goodwill $249,695 $14,852 $264,547 $75,652 $181,271 $17,474 $— $274,397 $538,944 Accumulated impairment losses (249,695) (10,959) (260,654) (75,652) (153,603) (7,772) — (237,027) (497,681) Balance at April 28, 2012 $— $3,893 $3,893 $— $27,668 $9,702 $— $37,370 $41,263 Fiscal 2013 Activity: Currency translation adjustment — — — — (174) — — (174) (174) Balance at April 27, 2013 Goodwill $249,695 $14,852 $264,547 $75,652 $181,097 $17,474 $— $274,223 $538,770 Accumulated impairment losses (249,695) (14,852) (264,547) (75,652) (181,097) (17,474) — (274,223) (538,770) Balance at April 27, 2013 $— $— $— $— $— $— $— $— $— In accordance with the accounting guidance on goodwill and other intangible assets, the Company performs its impairment test of goodwill at thereporting unit level and indefinite-lived intangible assets at the unit of account level during the first quarter of each fiscal year, or more frequently if events orcircumstances change that would more likely than not reduce the fair value of its reporting units below their carrying values.A reporting unit is the level at which goodwill impairment is tested and can be an operating segment or one level below an operating segment, also knownas a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information isavailable for 69SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) segment management to regularly review the operating results of that component. The Educational Resources segment consists of the Education Resources andCalifone reporting units. The Accelerated Learning segment consists of the Science, Planning and Student Development, Reading, and Health reporting units.The goodwill for each reporting unit is shown in the table above.Goodwill impairment is assessed under a two-step method. In the first step, the Company determined the fair value of the reporting unit, generally byutilizing a combination of the income approach (weighted 90%) and the market approach (weighted 10%) derived from comparable public companies. TheCompany believes that each approach has its merits. However, in the instances where the Company has utilized both approaches, the Company has weightedthe income approach more heavily than the market approach because the Company believes that management’s assumptions generally provide greater insightinto the reporting unit’s fair value. The Company did not use the market approach for the Science reporting unit because of the variability in revenue due to thecurriculum adoption schedule. This fair value determination was categorized as level 3 in the fair value hierarchy pursuant to FASB ASC Topic 820, “FairValue Measurement”. The estimated fair value of the reporting units is dependent on several significant assumptions, including earnings projections anddiscount rates.During the first quarter of fiscal 2013, the Company performed its annual goodwill and indefinite-lived intangible asset impairment test. In connectionwith the preparation of the financial statements for the third quarter of fiscal 2013, the Company concluded a triggering event had occurred which would morelikely than not reduce the fair value of the reporting units below their carrying value. The triggering event was a combination of the declines in the Company’sforecasted future years’ operating results and cash flows, and the liquidity concerns and eventual default under pre-bankruptcy credit agreements. As a resultof the Company’s performance of the goodwill and indefinite-lived intangible asset impairment test as detailed below, the Company recorded an impairmentcharge of $41,089 for goodwill and $4,700 for indefinite-lived intangible assets.In performing the impairment assessment, the Company estimated the fair value of its reporting units using the following valuation methods andassumptions: 1.Income Approach (discounted cash flow analysis)—the discounted cash flow (“DCF”) valuation method requires an estimation of future cash flowsof a reporting unit and then discounting those cash flows to their present value using an appropriate discount rate. The discount rate selected shouldreflect the risks inherent in the projected cash flows. The key inputs and assumptions of the DCF method are the projected cash flows, the terminalvalue of the reporting units and the discount rate. Due to persistent weakness in the industry and the Company’s revenue, as well as the anticipated near-term operational challenges resulting from the Chapter 11 Cases, projected cash flows and terminal value growth rates were reduced in the fiscal 2013third quarter discounted cash flow analysis, with corresponding adjustments of discount rates to reflect risks inherent in those updated projected cashflows. The growth rates used for the terminal value calculations and the discount rates of the respective reporting units were as follows: Terminal ValueGrowth Rates DiscountRate Education Resources 2.0% 14.5% Califone 2.0% 14.5% Science 1.5% 11.5% Planning and Student Development 2.0% 11.5% Reading 2.0% 11.5% Health 2.0% 11.5% 70SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) 2.Market Approach (market multiples)—this method begins with the identification of a group of peer companies in the same or similar industries asthe company reporting unit being valued. A valuation average multiple is then computed for the peer group based upon a valuation metric. The Companyselected a ratio of enterprise value to projected earnings before interest, taxes, depreciation and amortization (“EBITDA”) and a ratio of enterprise value toprojected revenue as appropriate valuation metrics. These two metrics were evenly weighted for the Reading, Planning and Student Development, andHealth reporting units. Various operating performance measurements of the reporting unit being valued are then benchmarked against the peer group anda discount rate or premium is applied to reflect favorable or unfavorable comparisons. The resulting multiple is then applied to the reporting unit beingvalued to arrive at an estimate of its fair value. A control premium is then applied to the equity value. Eleven companies were deemed relevant to thePlanning and Student Development, Health, and Reading reporting units and ten companies were deemed relevant to the Education Resources andCalifone reporting units under the guideline public company method to provide an indication of value. A control premium was then applied to theenterprise value of the reporting unit. The control premium was established based on a review of transactions over a 36 month period. The resultingmultiples and control premiums were as follows: EBITDAMultiples RevenueMultiples ControlPremium Education Resources 6.2x N/A 10.3% Califone 6.2x N/A 10.3% Reading 7.7x 1.1x 11.7% Health 7.7x 1.1x 11.7% Planning and Student Development 7.7x 1.1x 11.7% Based upon the assessment performed in the third quarter of fiscal 2013, the Califone, Planning and Student Development and Reading reporting unitsfailed step one of the goodwill impairment test, requiring a step two analysis with respect to those reporting units. In step two, the Company allocated the fairvalue of the reporting units to all of the assets and liabilities of the reporting units, including any unrecognized intangible assets, in a hypothetical calculationto determine the implied fair value of the goodwill. The impairment charge, if any, is measured as the difference between the implied fair value of goodwill andits carrying value.As a result of this analysis, $41,089 of goodwill was considered impaired during the third quarter of fiscal 2013. Assumptions utilized in theimpairment analysis are subject to significant management judgment. Changes in estimates or the application of alternative assumptions could have producedsignificantly different results. As shown above in the table, the Califone reporting unit, which is part of the Educational Resources segment, and the Readingand Planning and Student Development reporting units, which are part of the Accelerated Learning segment, were determined to have impairments of theirgoodwill balance as of January 26, 2013. 71SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) Due to the triggering events described above, the Company also performed an impairment test of its indefinite-lived intangible assets during the thirdquarter of fiscal 2013. The Company utilized an income approach, whereby the assets are valued by reference to the amount of royalty income generated if theassets were licensed to a third party. In this method, a sample of comparable guideline royalty or license agreements was analyzed. The Company recorded a$4,700 impairment charge related to non-amortizable tradenames in the Accelerated Learning segment. The following table presents a summary of the carryingvalue of indefinite-lived intangible assets: EducationalResources AcceleratedLearning Total Tradenames $— $38,890 $38,890 Trademarks 1,430 — 1,430 Impairment loss (1,020) (24,890) (25,910) Balance at April 27, 2013: $410 $14,000 $14,410 Due to the triggering events identified above in the discussion of Goodwill and Non-Amortizable Intangible Assets, the Company also performed animpairment test of its long-lived assets in the third quarter of fiscal 2013. The Company compared the sum of the undiscounted cash flows during theremaining useful life of the primary asset for each identified asset group to the carrying value of the asset group. No impairment was recorded as a result ofthis analysis.The following discussion relates to the goodwill and other intangible assets impairment test performed during the third quarter of fiscal 2012:In performing the impairment assessment, the Company estimated the fair value of its reporting units using a combination of the Income Approach andMarket Approach discussed above. Key assumptions used in these approaches were as follows: 1.Income Approach (discounted cash flow (“DCF”) analysis)—the DCF valuation method requires an estimation of future cash flows of a reportingunit and then discounting those cash flows to their present value using an appropriate discount rate. The discount rate selected should reflect the risksinherent in the projected cash flows. The key inputs and assumptions of the DCF method are the projected cash flows, the terminal value of thereporting units and the discount rate. The growth rates used for the terminal value calculations and the discount rates of the respective reporting unitswere as follows: Terminal ValueGrowth Rates DiscountRate Education Resources 2.0% 19.6% Califone 2.0% 18.4% Science 2.4% 15.4% Planning and Student Development 3.0% 17.9% Reading 2.0% 19.3% Health 2.0% 17.9% 2.Market Approach (market multiples)—this method begins with the identification of a group of peer companies in the same or similar industries asthe company reporting unit being valued. A valuation average multiple is then computed for the peer group based upon a valuation metric. The Companyselected a ratio 72SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) of enterprise value to projected earnings before interest, taxes, depreciation and amortization (“EBITDA”) and a ratio of enterprise value to projectedrevenue as appropriate valuation metrics. These two metrics were evenly weighted for the Reading and Planning and Student Development reportingunits. Various operating performance measurements of the reporting unit being valued are then benchmarked against the peer group and a discount rateor premium is applied to reflect favorable or unfavorable comparisons. The resulting multiple is then applied to the reporting unit being valued to arriveat an estimate of its fair value. A control premium is then applied to the equity value. The Company selected 8 companies that were deemed relevant tothe Planning and Student Development and Reading reporting units and 9 companies that were deemed relevant to the Education Resources and Califonereporting units under the guideline public company method to provide an indication of value. A control premium was then applied to the enterprise valueof the reporting unit. The control premium was established based on a review of transactions over an 18 month period. The resulting multiples andcontrol premiums were as follows: EBITDAMultiples RevenueMultiples ControlPremium Education Resources 4.2x N/A 13.8% Califone 3.9x N/A 13.8% Reading 5.8x 1.2x 15.1% Planning and Student Development 4.6x 0.8x 15.1% Based upon the assessment performed in the third quarter of fiscal 2012, the Califone, Science, Planning and Student Development and Readingreporting units failed step one of the goodwill impairment test, requiring a step two analysis with respect to those reporting units. In step two, the Companyallocated the fair value of the reporting units to all of the assets and liabilities of the reporting units, including any unrecognized intangible assets, in ahypothetical calculation to determine the implied fair value of the goodwill. The impairment charge, if any, is measured as the difference between the impliedfair value of goodwill and its carrying value.As a result of this analysis, $86,491 of goodwill was considered impaired during the third quarter of fiscal 2012. Assumptions utilized in theimpairment analysis are subject to significant management judgment. Changes in estimates or the application of alternative assumptions could have producedsignificantly different results. As shown above in the table, the Califone reporting unit, which is part of the Educational Resources segment, and the Science,Reading and Planning and Student Development reporting units, which are part of the Accelerated Learning segment, were determined to have an impairment oftheir goodwill balance as of January 28, 2012.Due to the triggering events described above, the Company also performed an impairment test of its indefinite-lived intangible assets during the thirdquarter of fiscal 2012. The Company utilized an income approach, whereby the assets are valued by reference to the amount of royalty income generated if theassets were licensed to a third party. In this method, a sample of comparable guideline royalty or license agreements was analyzed. The Company recorded a$21,010 impairment charge in the third quarter of fiscal 2012 related to a non-amortizable trademark in the Educational Resources segment and to non-amortizable tradenames in the Accelerated Learning segment. The following table presents a summary of the carrying value of indefinite-lived intangible assets: EducationalResources AcceleratedLearning Total Tradenames $— $38,890 $38,890 Trademarks 1,430 — 1,430 Impairment loss (1,020) (20,190) (21,210) Balance at April 28, 2012: $410 $18,700 $19,110 73SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) NOTE 9—PROPERTY, PLANT AND EQUIPMENTProperty, plant and equipment consist of the following: April 27,2013 April 28,2012 Land $158 $158 Projects in progress 2,953 8,789 Buildings and leasehold improvements 29,804 29,863 Furniture, fixtures and other 108,877 101,882 Machinery and warehouse equipment 40,117 39,337 Total property, plant and equipment 181,909 180,028 Less: Accumulated depreciation (142,700) (122,537) Net property, plant and equipment $39,209 $57,491 Depreciation expense related to continuing operations for fiscal years 2013, 2012 and 2011 was $23,166, $19,060 and $17,018, respectively.NOTE 10—DEBTLong-Term DebtLong-term debt as of April 27, 2013 and April 28, 2012 consisted of the following: April 27,2013 April 28,2012 Credit Agreement $— $121,125 ABL DIP Agreement 43,302 — Ad Hoc DIP Agreement 155,000 — 3.75% Convertible Subordinated Notes due 2026, issued 2011, net of unamortized discount 163,688 156,859 Sale-leaseback obligations, effective rate of 8.97%, expiring in 2020 11,684 12,639 Total debt 373,674 290,623 Less: Current maturities (198,302) (955) Less: Debt classified as liabilities subject to compromise (Note 4) (175,372) — Total long-term debt $— $289,668 Bankruptcy Filing and Bankruptcy-Related DebtCredit AgreementSubsequent to the filing the Chapter 11 Cases, on January 31, 2013, the Company entered into a Senior Secured Super Priority Debtor-in-PossessionCredit Agreement (the “Bayside DIP Agreement”) by and among the Company, certain of its subsidiaries, Bayside Finance, LLC (“Bayside”) (asAdministrative Agent and Collateral Agent), and the lenders party to the Bayside Credit Agreement and a Debtor-in-Possession Credit 74SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) Agreement (the “ABL DIP Agreement”) by and among Wells Fargo Capital Finance, LLC (as Administrative Agent, Co-Collateral Agent, Co-Lead Arranger andJoint Book Runner) and GE Capital Markets, Inc. (as Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner and Syndication Agent), General ElectricCapital Corporation (as Syndication Agent), and the lenders that are party to the Asset-Based Credit Agreement (the “Asset-Based Lenders”) and the Companyand certain of its subsidiaries.The Bayside DIP Agreement provided for a senior secured, super-priority revolving credit facility of up to $50,000 (the “Bayside DIP Facility”), with aninitial borrowing upon closing of $15,000, and subsequent borrowings of $8,000.Borrowings by the Company under the Bayside DIP Facility were subject to borrowing limitations based on the exhaustion of availability of credit underthe ABL DIP Facility (as defined below) and certain other conditions. The principal amounts outstanding under the Bayside DIP Facility bore interest based onapplicable LIBOR or base rates plus margins as set forth in the Bayside DIP Agreement. Upon the occurrence of an event of default in the Bayside DIPAgreement, an additional default interest rate of 3.0% per annum applied. The Bayside DIP Agreement also provided for certain additional fees payable to theagents and lenders.All borrowings under the Bayside DIP Agreement were required to be repaid on the earliest of (i) June 30, 2013, (ii) the date of termination of the BaysideDIP Agreement, whether pursuant to the consummation of a sale of substantially all of the assets of the Debtors under section 363 of the Bankruptcy Code, or(iii) certain other termination events.Pursuant to a Security and Pledge Agreement, the Bayside DIP Facility was secured by substantially all assets of the Company and the guarantorsubsidiaries. Under an intercreditor agreement between the Asset-Based Lenders and the Bayside Lenders (the “Intercreditor Agreement”), the Bayside Lendershad a first priority security interest in all interests in real property, all intellectual property, all equipment and fixtures, and certain other assets of the Companyand its subsidiaries, and had a second priority security interest in accounts receivable, inventory and certain other assets of the Company and the subsidiaryguarantors, subordinate only to the first priority security interest of the Asset-Based Lenders in such assets. The obligations under the Bayside DIP Facilitywere extinguished with proceeds from the Ad Hoc DIP Agreement discussed below.The ABL DIP Agreement provided a revolving senior secured asset-based credit facility (the “ABL DIP Facility”) in an aggregate principal amount of$175,000. The amount of revolving loans made during any one week was based on certain conditions, including the budget supplied by the Company.Outstanding amounts under the ABL DIP Facility bore interest at a rate per annum equal to either: (1) a base rate (equal to the greatest of (a) the prime lendingrate, (b) the federal funds rate plus 0.50%, and (c) the 30-day LIBOR rate plus 1.00% per annum) plus 2.75%, or (2) a LIBOR rate plus 3.75%. The defaultinterest rate was three percentage points above the otherwise applicable rate.Pursuant to a Security and Pledge Agreement, the ABL DIP Facility was secured by substantially all assets of the Company and the guarantorsubsidiaries. Under the Intercreditor Agreement, the Asset-Based Lenders had a first priority security interest in accounts receivable, inventory and certainother assets of the Company and the subsidiary guarantors, and had a second priority security interest in all interests in real property, all intellectual property,all equipment and fixtures, and certain other assets of the Company and its subsidiaries, subordinate only to the first priority security interest of the BaysideLenders in such assets. 75SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) The ABL DIP Agreement contained customary events of default and affirmative and negative covenants, including (but not limited to) affirmativecovenants relating to reporting, appointment of a chief restructuring officer, and bankruptcy transaction milestones, and negative covenants related to thefinancing order of the Bankruptcy Court, additional indebtedness, liens, assets, fundamental changes, and use of proceeds.On February 27, 2013, the Company entered into a Senior Secured Super Priority Debtor-in-Possession Credit Agreement (the “Ad Hoc DIP Agreement”)by and among the Company, certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent and the lenders partyto the Ad Hoc DIP Agreement, which replaced the Bayside DIP Agreement, the related Bayside Facility and the Term Loan Credit Agreement.The Ad Hoc DIP Agreement provided for a senior secured, super-priority revolving credit facility of up to $155,000 (the “Ad Hoc DIP Facility”), withan initial borrowing upon closing of $130,000, and subsequent borrowings of $15,000 following the entry of the final order of the Bankruptcy Court andupon the satisfaction of certain conditions.The principal amounts outstanding under the Ad Hoc DIP Facility bore interest based on applicable LIBOR or base rates plus margins as set forth in theAd Hoc DIP Agreement. Upon the occurrence of an event of default in the Ad Hoc DIP Agreement, an additional default interest rate of 2.0% per annumapplied. The Ad Hoc DIP Agreement also provided for certain additional fees payable to the agents and lenders.All borrowings under the Ad Hoc DIP Agreement were required to be repaid on the earliest of (i) June 30, 2013, (ii) the date of termination of the Ad HocDIP Agreement, whether pursuant to the consummation of a sale of substantially all of the assets of the Debtors under section 363 of the Bankruptcy Code, or(iii) certain other termination events.Pursuant to a Security and Pledge Agreement, the Ad Hoc DIP Facility was secured by a first priority security interest in substantially all of the assets ofthe Company and the guarantor subsidiaries.See Note 24 of Notes to Consolidated Financial Statements for additional discussion of the post-emergence debt agreements.Pre-Bankruptcy Filing DebtCredit AgreementOn May 22, 2012, the Company entered into an Asset-Based Credit Agreement (the “Asset-Based Credit Agreement”). Under the Asset-Based CreditAgreement, the Asset-Based Lenders agreed to provide a revolving senior secured asset-based credit facility (the “2012 ABL Facility”) in an aggregate principalamount of $200,000.The 2012 ABL Facility was secured by a first priority security interest in substantially all assets of the Company and the guarantor subsidiaries. Underan intercreditor agreement between the lenders under the 2012 ABL Facility and the Term Loan lenders, as described below, the Asset-Based Lenders had afirst priority security interest in substantially all working capital assets of the Company and the guarantor subsidiaries, and a second priority security interestin all other assets, subordinate only to the first priority security interest of the Term Loan lenders in such other assets. 76SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) The Asset-Based Credit Agreement contained customary events of default and financial, affirmative and negative covenants, including financialcovenants relating to the Company’s (1) minimum fixed charge coverage ratio, (2) maximum secured leverage ratio, (3) maximum total leverage ratio,(4) maximum term loan ratio and (5) minimum interest coverage ratio. In addition, the Asset-Based Credit Agreement contained a minimum liquidity covenantrequiring the Company to maintain minimum liquidity levels at the end of each month during the life of the Term Loan (consisting of Qualified Cash, subjectto a $2,000 cap, plus availability under the 2012 ABL Facility). The Company was not in compliance with the minimum liquidity covenant as of the end ofDecember, 2012. As a result, the Company entered into a Forbearance Agreement with its 2012 ABL Facility lenders and Bayside Finance, LLC on January 4,2013 and subsequently filed for protection under Chapter 11 of the U.S. Bankruptcy Code.Outstanding amounts under the 2012 ABL Facility bore interest at a rate per annum equal to, at the Company’s election: (1) a base rate (equal to thegreatest of (a) the prime lending rate, (b) the federal funds rate plus 0.50%, and (c) the 30-day LIBOR rate plus 1.00% per annum) (the “Base Rate”) plus anapplicable margin (equal to a specified margin based on the interest rate elected by the Company, the excess availability under the 2012 ABL Facility and theapplicable point in the life of the 2012 ABL Facility) (the “Applicable Margin”), or (2) a LIBOR rate plus the Applicable Margin (the “LIBOR Rate”). Intereston loans under the 2012 ABL Facility that bore interest based upon the Base Rate were due monthly in arrears, and interest on loans that bore interest basedupon the LIBOR Rate were due on the last day of each relevant interest period. The effective interest rate under the 2012 ABL Facility for the first nine monthsof fiscal 2013 was 5.41%, which included amortization of loan origination fees of $866 and commitment fees on unborrowed funds of $376. As ofJanuary 26, 2013, the outstanding balance on the 2012 ABL Facility was $41,589. The balances under this Credit Agreement on the date of the filing of theChapter 11 Cases were repaid during the fourth quarter of fiscal 2013 using cash collections from accounts receivable securing the obligations under thisfacility.Term LoanOn May 22, 2012, the Company entered into a term loan credit agreement (the “Term Loan Credit Agreement”). Under the Term Loan Credit Agreement,the Term Loan lender agreed to make a term loan (the “Term Loan”) to the Company in aggregate principal amount of $70,000.The Term Loan was secured by a first priority security interest in substantially all assets of the Company and the guarantor subsidiaries. Under anintercreditor agreement between the lenders under the 2012 ABL Facility and the Term Loan lender, the Term Loan lender had a second priority securityinterest in substantially all working capital assets of the Company and the subsidiary guarantors, subordinate only to the first priority security interest of thelenders under the 2012 ABL Facility in such assets, and a first priority security interest in all other assets.The Term Loan Credit Agreement contained customary events of default and financial, affirmative and negative covenants, including quarterly financialcovenants relating to the Company’s (1) maximum secured leverage ratio, (2) maximum total leverage ratio, (3) maximum term loan ratio, (4) minimum fixedcharge coverage ratio and (5) minimum interest coverage ratio. In addition, the Term Loan Credit Agreement contained a minimum liquidity covenant requiringthe Company to maintain minimum liquidity levels at the end of each month during the life of the Term Loan (consisting of Unrestricted Cash plusavailability under the 2012 ABL Facility). The Company was not in compliance with the minimum liquidity covenant as of the end of December, 77SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) 2012. As a result, the Company entered into a Forbearance Agreement with its ABL lenders and Bayside Finance, LLC on January 4, 2013 and subsequentlyfiled for protection under Chapter 11 of the U.S. Bankruptcy Code.The outstanding principal amount of the Term Loan bore interest at a rate per annum equal to the applicable LIBOR rate (calculated as the greater of(1) the current three-month LIBOR rate and (2) 1.5%) plus 11.0%, accruing and paid on a quarterly basis in arrears. The term loan was prepaid by $3,000 inthe second quarter of fiscal 2013. In the fourth quarter of fiscal 2013 the remaining term loan of $67,000 was retired using the proceeds from the Ad Hoc DIPAgreement. Interest expense on the Term Loan was not accrued subsequent to the Chapter 11 filing. Absent the Chapter 11 filing, the Company would havehad additional interest expense of $865.The Company recorded a $25,054 charge related to the acceleration of the obligations under the Term Loan Credit Agreement, including the earlypayment fee. The charge was triggered by the Company’s non-compliance with the minimum liquidity covenant. The early payment fee represented the presentvalue of all interest payments due to Bayside during the term of the Term Loan Credit Agreement. The Company has incurred $1,295 of interest expenserelated to the $25,054 early payment fee. The Ad Hoc DIP Agreement required $25,000 to be placed in an escrow account as a deposit for an early terminationfee payable to Bayside that was provided under the Term Loan Credit Agreement. The official Committee of Unsecured Creditors is contesting that Bayside isentitled to receive the funds. The Bankruptcy Court has ruled that Bayside is entitled to the funds, but the Official Committee of Unsecured Creditors iscontesting the ruling and has filed an appeal in the Federal District Court of Delaware. The funds will remain in the escrow account until the appeal processhas been concluded or a settlement of the issues is reached between the parties.Former Credit AgreementThe Company entered into its former revolving credit facility (the “Credit Agreement”) on April 23, 2010 which was subsequently amended in the fourthquarter of fiscal 2011 and the first quarter of fiscal 2012. The Credit Agreement provided borrowing capacity of $242,500. This capacity consisted of arevolving loan of $200,000 and a delayed draw term loan of up to $42,500, which was used to refinance a portion of the Company’s convertible notes. Interestaccrued at a rate of, at the Company’s option, either a Eurodollar rate plus an applicable margin of up to 4.50%, or the lender’s base rate plus an applicablemargin of up to 3.50%. The Company also paid a commitment fee on the revolving loan and delayed draw term loan of 0.50% on unborrowed funds. TheCredit Agreement was secured by substantially all of the assets of the Company and contained certain financial covenants, including a consolidated total andsenior leverage ratio, a consolidated fixed charge coverage ratio and a limitation on consolidated capital expenditures. The effective interest rate under the CreditAgreement for fiscal 2013, until its termination on May 22, 2012, was 7.39%, which included amortization of loan origination fees of $84 and commitmentfees on unborrowed funds of $34.The Company used a portion of the proceeds of the 2012 ABL Facility and the Term Loan to repay outstanding indebtedness under the former CreditAgreement.The Company recorded a $10.2 million charge associated with the unamortized debt issuance costs related to the extinguishment of the pre-petition creditfacilities.Convertible NotesAccounting standards require the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separatelyaccount for the liability (debt) and equity (conversion option) 78SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) components of the instrument in a manner that reflects the market interest rate at debt issuance without the conversion feature. The Company had twoconvertible debt instruments outstanding during fiscal 2013 and had three convertible debt instruments outstanding during portions of fiscal 2012. A fairvalue must be assigned to the equity conversion options of (1) the Company’s $200,000 convertible subordinated debentures due 2026 (the “2006Debentures”), which were issued November 22, 2006 of which $42,500 in aggregate principal amount was repaid in the third quarter of fiscal 2012 and thebalance of which was exchanged for the 2011 Debentures described in the following clauses (2) and (3); (2) the Company’s $100,000 convertible subordinateddebentures (the “2011 Debentures”), which were issued on March 1, 2011 of which $100,000 in aggregate original principal amount was outstanding as ofApril 27, 2013; and (3) the additional $57,500 of the 2011 Debentures, which were issued on July 7, 2011, of which $57,500 in aggregate original principalamount was outstanding as of April 27, 2013 (collectively, the “Convertible Notes”). The value assigned to the equity conversion option results in acorresponding decrease in the value assigned to the carrying value of the debt portion of the instruments.The values assigned to the debt portions of the Convertible Notes were determined based on market interest rates for similar debt instruments without theconversion feature as of the respective November 22, 2006, March 1, 2011 and July 7, 2011 issuance dates of the Convertible Notes. The difference inmarket interest rates versus the coupon rates on the Convertible Notes results in non-cash interest that is amortized into interest expense over the expected termsof the Convertible Notes. For purposes of the valuation, the Company used an expected term of five years for the Convertible Notes issued on November 22,2006 and an expected term of approximately four years for both the Convertible Notes issued March 1, 2011 and July 7, 2011, which corresponds with thefirst date the holders of the respective Convertible Notes could put their Convertible Notes back to the Company.The 2006 Debentures were unsecured, subordinated obligations of the Company, paid interest at 3.75% per annum on each May 30th andNovember 30th, and were convertible upon satisfaction of certain conditions. The debentures were redeemable at the Company’s option on or afterNovember 30, 2011. No debentures were converted into shares of common stock.On November 30, 2011, the holders of the 2006 Debentures presented to the Company for redemption $42,400 of the $42,500 2006 Debenturesoutstanding. The Company satisfied the $42,400 repayment in cash by borrowing on its former Credit Agreement. The remaining outstanding amount of $100was called by the Company during the third quarter of fiscal 2012.On March 1, 2011 and July 7, 2011, the Company entered into separate, privately negotiated exchange agreements under which it retired $100,000 and$57,500, respectively, in aggregate principal amount of the then outstanding 2006 Debentures in exchange for the issuance of $100,000 and $57,500,respectively, in aggregate principal amount of the 2011 Debentures. The 2011 Debentures bore interest semi-annually at a rate of 3.75% per year in respect ofeach $1 original principal amount of 2011 Debentures (the “Original Principal Amount”) on each May 30th and November 30th, and the principal accreted onthe principal amount of the 2011 Debentures (including the Original Principal Amount) at a rate of 3.9755% per year, compounding on a semi-annual basis(such principal amount, including any accretions thereon, the “Accreted Principal Amount”). The events of default under the 2012 ABL Facility and TermLoan and the acceleration of the obligations thereunder, which are described above, were events of default under the 2011 Debentures. In conjunction with thefiling of the Chapter 11 Cases, the trustee or the holders of at least 25% in aggregate accreted principal amount declared the accreted principal amount of the2011 Debentures and any accrued and unpaid interest on the 2011 Debentures to be immediately due and payable, subject to the subordination provisions ofthe 2011 Debentures. 79SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) Interest expense on the convertible subordinated debentures was not accrued subsequent to the Chapter 11 filing. Absent the Chapter 11 filing, theCompany would have had additional interest expense of $3,864. Of this amount, $1,477 would have been 3.75% coupon interest and $2,387 of non-cashinterest under ASC 470-20.See Note 24 of Notes to Consolidated Financial Statements for additional discussion of the post-emergence debt.Sale-leaseback ObligationsThe Company entered into two sale-leaseback transactions during fiscal 2001 which are accounted for as financings due to a technical default provisionwithin the leases which could allow, under remote circumstances, for continuing ownership involvement by the Company in the two properties.Due to the Chapter 11 filing, the 2011 Debentures and sale-leaseback obligations are shown in liabilities subject to compromise and all long-term debt isshown as current debt in the consolidated financial statements as of April 27, 2013, as the Company’s DIP related debt had a maturity date of June 30, 2013.See Note 24 for discussion of the impact of the Reorganization Plan on debt.NOTE 11—INCOME TAXESThe provision for income taxes consists of: Fiscal 2013 Fiscal 2012 Fiscal 2011 Current income tax expense/(benefit): Federal $(6,518) $(2,479) $15,740 State 548 1,281 654 Foreign 430 402 (134) Total (5,540) (796) 16,260 Deferred income tax expense/(benefit): Federal 5,205 3,791 (83,419) State (10) (2,851) (5,960) Foreign 11 23 (13) Total 5,206 963 (89,392) Total provision for/(benefit from) income taxes $(334) $167 $(73,132) 80SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) Deferred taxes are comprised of the following: April 27, 2013 April 28, 2012 April 30, 2011 Current deferred tax assets (liabilities): Inventory $5,645 $6,083 $6,480 Allowance for doubtful accounts 347 782 737 Accrued liabilities (77) (1,176) (50) Convertible debt instruments and debt issuance cost 4,259 — (12,596) Net operating loss carryforward 300 300 975 Early debt termination 9,624 Valuation allowance (20,098) (1,192) — Total current deferred tax assets (liabilities) — 4,797 (4,454) Long-term deferred tax assets (liabilities): Foreign tax and AMT credit carryforward 11,586 7,225 7,194 Net operating loss carryforward 7,662 3,634 2,519 Property and equipment (8,263) (13,659) (11,002) Accrued liabilities 12,380 13,163 10,327 Intangible assets 20,115 15,404 (2,467) Investment in noncontrolling interest 7,745 6,315 4,631 Convertible debt instruments — (246) (975) Valuation allowance (51,174) (31,446) — Total long-term deferred tax assets (liabilities) 51 390 10,227 Net deferred tax assets (liabilities) $51 $5,187 $5,773 The Company has estimated that an ownership change occurred in fiscal 2013 that is subject to Internal Revenue Code Section 382. Due to the limitationimposed under Section 382, certain federal and state deferred tax attributes may be significantly reduced over the next five years.At April 27, 2013, the Company has state net operating losses of approximately $124,736, which expire during fiscal years 2014 – 2030. In assessingthe realizability of deferred tax assets, the Company considers whether it is more likely than not that either all, or some portion, of the deferred tax assets willnot be realized. The realization is dependent upon the future generation of taxable income, reversal of deferred tax liabilities, tax planning strategies, andexpiration of tax attribute carryovers. In fiscal 2012, the Company concluded that the realization of a majority of the deferred tax assets did not meet the morelikely than not threshold, and recorded a tax valuation allowance of $32,638. In fiscal 2013, the Company increased its tax valuation allowance to $71,272.As of April 27, 2013, the Company had an immaterial amount of unremitted earnings from foreign investments. 81SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) The Company’s effective income tax rate varied from the U.S. federal statutory tax rate as follows: Fiscal 2013 Fiscal 2012 Fiscal 2011 U.S. federal statutory rate 35.0% 35.0% 35.0% State income taxes, net of federal income tax benefit -0.2% 1.5% 1.3% Foreign income tax 0.1% 0.2% 0.1% Deemed dividend, meals and entertainment and other -0.5% 0.3% 0.1% Goodwill and intangible asset impairment -6.2% -12.9% -19.4% Bankruptcy-related reorganization costs -3.6% — — Valuation allowance -24.4% -24.2% 0.0% Effective income tax rate 0.2% -0.1% 17.1% The Company files income tax returns with the U.S., various U.S. states, and foreign jurisdictions. The most significant tax return the Company filesis with the U.S. The Company’s tax returns are no longer subject to examination by the U.S. for fiscal years before 2011. The Company has various taxaudits and appeals in process at any given time. It is not anticipated that any adjustments resulting from tax examinations or appeals would result in a materialchange to the Company’s financial position or results of operations.As of April 27, 2013, April 28, 2012 and April 30, 2011, the Company’s liability for uncertain tax positions, net of federal tax benefits, was $925,$587 and $688, respectively, all of which would impact the effective tax rate if recognized. The Company does not expect any material changes in the amountof uncertain tax positions within the next twelve months. The Company classifies accrued interest and penalties related to uncertain tax positions as income taxexpense in the consolidated statements of operations. The amounts of accrued interest and penalties included in the liability for uncertain tax positions are notmaterial.The following table summarizes the activity related to the Company’s gross liability for uncertain tax positions: Balance at April 24, 2010 $2,126 Increase related to current year tax provision — Expiration of that statute of limitations for tax assessments 17 Adjustments to provision related to assessments (1,455) Balance at April 30, 2011 $688 Increase related to current year tax provision 21 Expiration of that statute of limitations for tax assessments (2) Adjustments to provision related to assessments (120) Balance at April 28, 2012 $587 Increase related to current year tax provision 133 Expiration of that statute of limitations for tax assessments — Adjustments to provision related to assessments 205 Balance at April 27, 2013 $925 82SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) NOTE 12—OPERATING LEASE COMMITMENTSThe Company leases various types of warehouse and office facilities and equipment, under lease agreements which expire at various dates. Futureminimum lease payments under operating leases for the Company’s fiscal years are as follows: 2014 7,218 2015 5,594 2016 4,633 2017 4,603 2018 4,509 Thereafter 12,727 Total minimum lease payments $39,284 Rent expense for fiscal 2013, 2012 and 2011, was $9,164, $9,308 and $9,453, respectively.NOTE 13—EMPLOYEE BENEFIT PLANSThe Company sponsors the School Specialty, Inc. 401(k) Plan (the “401(k) Plan”) which allows employee contributions in accordance withSection 401(k) of the Internal Revenue Code. The Company has the discretion to match a portion of employee contributions and virtually all full-timeemployees are eligible to participate in the 401(k) Plan after 90 days of service. In fiscal 2013, fiscal 2012 and fiscal 2011, the Company did not make any401(k) match due to the economic conditions and the Company’s liquidity position.NOTE 14—SHAREHOLDERS’ EQUITY (DEFICIT)Share Repurchase ProgramsThe Company did not repurchase any shares of its outstanding common stock during the last three fiscal years. Restrictive covenants in the Company’pre-bankruptcy credit facilities and bankruptcy-related debtor-in-possession credit facilities prevent the Company’s repurchase of additional common stock. 83SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) Earnings Per Share (“EPS”)Basic EPS excludes dilution and is computed by dividing income (loss) available to common shareholders by the weighted average number of commonshares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities to issue common stock were exercised or otherwiseissued. The following information presents the Company’s computations of basic and diluted EPS for the periods presented in the consolidated statements ofoperations: (Loss)/Income(Numerator) Shares(Denominator) Per ShareAmount Fiscal 2013: Basic EPS $(147,692) 18,922 $(7.81) Effect of dilutive employee stock options — Effect of dilutive non-vested stock units — Diluted EPS $(147,692) 18,922 $(7.81) Fiscal 2012: Basic EPS $(134,017) 18,878 $(7.10) Effect of dilutive employee stock options — Effect of dilutive non-vested stock units — Diluted EPS $(134,017) 18,878 $(7.10) Fiscal 2011: Basic EPS $(356,273) 18,870 $(18.88) Effect of dilutive employee stock options — Effect of dilutive non-vested stock units — Diluted EPS $(356,273) 18,870 $(18.88) The Company had additional employee stock options outstanding of 2,570, 1,802 and 1,529 during fiscal 2013, 2012 and 2011, respectively, whichwere not included in the computation of diluted EPS because they were anti-dilutive.The 2011 Debentures, had no current impact on the Company’s denominator for computing diluted EPS because conditions under which the debenturesmay be converted and shares may be issued upon conversion had not been satisfied. See Note 10.NOTE 15—SHARE-BASED COMPENSATION EXPENSEEmployee Stock PlansPrior to the Effective Date, the Company had three share-based employee compensation plans under which awards were outstanding as of April 27,2013: the School Specialty, Inc. 1998 Stock Incentive Plan (the “1998 Plan”), the School Specialty, Inc. 2002 Stock Incentive Plan (the “2002 Plan”), and theSchool Specialty, Inc. 2008 Equity Incentive Plan (the “2008 Plan”). All plans were approved by the Company’s shareholders. 84SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) A summary of option transactions for fiscal 2011, fiscal 2012 and fiscal 2013 follows: Options Outstanding Options Exercisable Options Weighted-AverageExercisePrice Options Weighted-AverageExercisePrice Balance at April 24, 2010 1,465 $32.87 957 $34.02 Granted 255 20.30 Exercised (15) 17.49 Canceled (199) 33.33 Balance at April 30, 2011 1,506 $31.35 988 $33.61 Granted 1,152 18.88 Exercised — — Canceled (302) 32.10 Balance at April 28, 2012 2,356 $19.18 1,009 $32.20 Granted 463 2.85 Exercised — — Canceled (269) 28.20 Balance at April 27, 2013 2,550 $15.27 1,207 $24.76 The following tables detail supplemental information regarding stock options outstanding at April 27, 2013: Weighted AverageRemaining ContractualTerm (years) AggregateIntrinsicValue Options outstanding 7.11 $— Options vested and expected to vest 7.06 — Options exercisable 5.44 — Options Outstanding Options Exercisable Range ofExercise Prices Options Weighted-AverageLife(Years) Weighted-AverageExercise Price Options Weighted-AverageExercise Price $ 2.26 – $13.62 1,167 8.97 $2.91 224 $2.94 $13.63 – $19.04 554 7.75 15.70 196 16.58 $19.05 – $34.62 348 5.12 24.94 306 25.58 $34.63 – $39.71 481 3.30 37.75 481 37.75 2,550 7.11 $15.27 1,207 $24.76 Options were generally exercisable beginning one year from the date of grant in cumulative yearly amounts of twenty-five percent of the shares grantedand generally expire ten years from the date of grant. Under the award agreements, options granted to directors and non-employee officers of the Companywould have vested over a three year period, twenty percent after the first year, fifty percent (cumulative) after the second year and one hundred percent(cumulative) after the third year. Option information provided in the tables in this Note 85SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) includes shares subject to inducement options granted to the Company’s Chief Executive Officer, Chief Administrative Officer and Chief Marketing Officer inconnection with the commencement of their respective employment with the Company. While these inducement options had a time-based vesting element, theexercisability of a portion of these options was subject to either a minimum stock purchase requirement and/or a minimum price per share threshold.In fiscal 2013 there were no time-based NSU awards granted.In fiscal 2012, the Company granted 14 time-based NSU awards to non-employee directors of the Company with an approximate fair value of $194.The awards would have vested one year from the date of grant and the Company was recognizing share-based compensation expense related to time-basedNSU awards on a straight-line basis over the vesting period.In fiscal 2013 there were no shares of restricted stock awarded.In fiscal 2012, the Company awarded 75 shares of restricted stock to Mr. Lavelle in connection with the commencement of his employment with theCompany. As awarded, the restricted stock would have vested one-third of the shares on the date which Mr. Lavelle meets the minimum stock purchaserequirement of $400 and would have vested as to an additional one-third on each of the first two anniversaries of that date. In fiscal 2012, the Company alsoawarded 90 shares of restricted stock to other key senior executives which would have vested ratably over a three year period. The approximate fair value ofthe grants in fiscal 2012 was $467.The following table presents the share-based compensation expense recognized for the fiscal years ended April 27, 2013, April 28, 2012 and April 30,2011: For the Fiscal Years Ended April 27, 2013 April 28, 2012 April 30, 2011 Gross Net of Tax Gross Net of Tax Gross Net of Tax Stock Options $1,399 $856 $1,576 $965 $2,030 $1,242 Management NSUs — — 344 211 345 211 Director NSUs 141 86 198 121 186 114 Management RSUs 355 218 389 238 285 174 Total stock-based compensation epense $1,895 $2,507 $2,846 The stock-based compensation expense is reflected in selling, general and administrative (“SG&A”) expenses in the accompanying consolidatedstatements of operations. The income tax benefit recognized related to share-based compensation expense was $735 and $972 for the fiscal years endedApril 27, 2013 and April 28, 2012, respectively. The Company recognized share-based compensation expense ratably over the vesting period of each awardalong with cumulative adjustments for changes in the expected level of attainment for performance-based awards. 86SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) The total unrecognized share-based compensation expense as of April 27, 2013, April 28, 2012 and April 30, 2011 were as follows: April 27,2013 April 28,2012 April 30,2011 Stock Options, net of estimated forfeitures $2,328 $3,002 $2,717 NSUs 225 28 721 RSUs 1,071 1,239 1,417 The Company would normally expect to recognize this expense over a weighted average period of approximately 2.1 years. However, in conjunction withthe Debtors’ Reorganization Plan which became effective on June 11, 2013 (see Note 24 – Subsequent Events), all shares, options, NSUs and restrictedshares that were outstanding on the Effective Date were canceled. As a result, the Company will not have any compensation expense subsequent to June 11,2013 related to the above-mentioned equity grants.The weighted average fair value of options granted during fiscal 2013, 2012 and 2011, was $1.27, $3.40 and $6.72, respectively. The fair value ofoptions is estimated on the date of grant using the Black-Scholes single option pricing model with the following weighted average assumptions: Fiscal 2013 Fiscal 2012 Fiscal 2011 Average-risk free interest rate 0.93% 1.15% 2.00% Expected volatility 48.31% 40.81% 35.01% Expected term 5.5 years 5.5 years 5.5 years Fiscal 2013 Fiscal 2012 Fiscal 2011 Total intrinsic value of stock options exercised $— $— $61 Cash received from stock option exercises — — — Income tax deficiency from the exercise of stock options (91) (352) (555) NOTE 16—SEGMENT INFORMATIONThe Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s ChiefExecutive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it operates in two operatingsegments, Educational Resources and Accelerated Learning, which also constitute its reportable segments. The Company operates principally in the UnitedStates, with limited operations in Canada. The Educational Resources segment offers products that include basic classroom supplies and office products,supplemental learning materials, physical education equipment, classroom technology, and furniture. The Accelerated Learning segment is a PreK-12curriculum-based publisher of proprietary and non-proprietary products in the categories of science, reading and literacy, coordinated school health, andplanning and student development. The accounting policies of the segments are the same as those described in Summary of Significant Accounting Policies.Intercompany eliminations represent intercompany sales primarily from the Accelerated Learning segment to the Educational Resources segment, and theresulting profit recognized on such intercompany sales.While a significant majority of revenue and assets are derived from the Company’s U.S. operations, the Company had Canadian revenue of $27,914,$31,082, and $32,325 for fiscal years 2013, 2012, and 2011 respectively, and long-term assets of $929, $10,842, and $28,460 for fiscal years 2013,2012, and 2011 87SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) respectively. These long-term assets are primarily Goodwill and Intangible Assets. The majority of the revenue is reflected in the Accelerated Learning segmentand all of the assets are in the Accelerated Learning segment.The following table presents segment information: Fiscal 2013 Fiscal 2012 Fiscal 2011 Revenues: Educational Resources $495,832 $526,260 $534,803 Accelerated Learning Group 178,498 205,063 226,607 Corporate and intercompany eliminations 668 668 668 Total $674,998 $731,991 $762,078 Operating (loss) income and loss before taxes: Educational Resources (2) $34,336 $18,301 $(222,708) Accelerated Learning Group (2) (28,927) (70,158) (130,666) Corporate and intercompany eliminations (54,809) (43,221) (38,055) Operating loss (49,400) (95,078) (391,429) Interest expense and other 97,190 37,284 36,938 Loss before taxes $(146,590) $(132,362) $(428,367) April 27,2013 April 28,2012 April 30,2011 Identifiable assets: Educational Resources $148,792 $145,733 $179,689 Accelerated Learning Group 183,011 236,670 355,561 Corporate assets (1) 95,770 81,118 102,294 Total $427,573 $463,521 $637,544 Fiscal 2013 Fiscal 2012 Fiscal 2011 Depreciation and amortization of intangible assets and development costs: Educational Resources $5,195 $6,246 $7,257 Accelerated Learning Group 19,777 17,138 14,763 Corporate 15,427 12,881 11,146 Total $40,399 $36,265 $33,166 Expenditures for property, plant and equipment, intangible and other assets and development costs: Educational Resources $1,416 $363 $1,338 Accelerated Learning Group 7,819 9,523 11,447 Corporate 4,328 8,820 12,355 Total $13,563 $18,706 $25,140 88SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) (1)Identifiable corporate assets include distribution related assets of $14,548, $23,761 and $26,903, as of April 27, 2013, April 28, 2012 and April 30,2011, respectively, for which depreciation is allocated to the Educational Resources segment. Depreciation expense allocated to Educational Resourcessegment was $2,474, $2,615 and $2,513 for fiscal 2013, fiscal 2012 and fiscal 2011, respectively.(2)In the third quarter of fiscal 2013, the Company recorded an impairment charge related to its goodwill and indefinite-lived intangible assets of $3,893and $41,896 in its Educational Resources and Accelerated Learning Segments, respectively. In the third quarter of fiscal 2012, the Company recordedan impairment charge related to its goodwill and indefinite-lived intangible assets of $11,779 and $95,722 in its Educational Resources andAccelerated Learning Segments, respectively. In the first quarter of fiscal 2011, the Company recorded an impairment charge related to its goodwill andindefinite-lived intangible assets of $249,895 and $161,495 in its Educational Resources and Accelerated Learning Segments, respectively.NOTE 17—RESTRICTED CASHDuring the fourth quarter of fiscal 2013, the Company placed $25,000 of cash into a restricted account. The Ad Hoc DIP Agreement required the fundsto be placed in an escrow account as a deposit for an early termination fee payable to Bayside that was provided under the Term Loan Credit Agreement. TheBankruptcy Court has ruled that the funds are owed, but the Official Committee of Unsecured Creditors is contesting the ruling and has filed an appeal in theFederal District Court of Delaware. The funds will remain in the escrow account until the appeal process has been concluded or a settlement of the issues isreached between the parties.During the first quarter of fiscal 2013, the Company transferred $2,708 of cash into a restricted account. The funds in the restricted account serve ascollateral primarily for the Company’s workmen’s compensation insurance and other lease obligations, secured by letters of credit. During the third and fourthquarters of fiscal 2013, $972 and $434 respectively, was transferred from the restricted cash account as the letters of credit secured by these amounts werecanceled. The remaining restricted funds cannot be withdrawn from our account without prior written consent of the secured parties.NOTE 18—CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATIONThe financial statements below represent the condensed combined financial statements of the Debtors.Intercompany transactions among the Debtors have been eliminated in the condensed combined financial statements contained herein. Intercompanytransactions among the Debtors and the Non-Filing Entities have not been eliminated in the Debtors’ condensed combined financial statements. 89SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) DEBTORS’ BALANCE SHEET April 27,2013 ASSETS Current assets: Cash and cash equivalents $16,764 Restricted cash 26,302 Accounts receivable, less allowance for doubtful accounts of $926 57,495 Inventories, net 92,345 Deferred catalog costs 8,924 Prepaid expenses and other current assets 29,806 Refundable income taxes 9,878 Total current assets 241,514 Property, plant and equipment, net 39,137 Investment in non-filing entities 26,842 Intangible assets, net 109,506 Development costs and other, net 30,079 Investment in unconsolidated affiliate 715 Total assets $447,793 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current maturities - long-term debt 198,302 Accounts payable 22,785 Accrued compensation 6,851 Deferred revenue 2,237 Accrued fee for early termination of long-term debt 25,000 Other accrued liabilities 21,627 Total current liabilities 276,802 Long-term debt - less current maturities — Other liabilities 925 Liabilities subject to compromise 228,959 Total liabilities 506,686 Commitments and contingencies - Note 21 Shareholders’ equity (deficit): Common stock, $0.001 par value per share 24 Capital paid-in excess of par value 446,231 Treasury stock, at cost 5,420,210 shares (186,637) Accumulated other comprehensive income — Accumulated deficit (318,511) Total shareholders’ equity (deficit) (58,893) Total liabilities and shareholders’ equity (deficit) $447,793 90SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) DEBTORS’ STATEMENT OF OPERATIONS For the FiscalYear EndedApril 27, 2013 Revenues $662,043 Cost of revenues 410,069 Gross profit 251,974 Selling, general and administrative expenses 256,930 Impairment charge 36,010 Operating loss (40,966) Other expense: Interest expense 28,600 Loss on early extinguishment of debt 10,201 Early termination of long-term indebtedness 26,247 Impairment of long-term asset 1,414 Impairment of investment in unconsolidated affiliate 7,749 Loss before reorganization costs and provision for (benefit from) income taxes (115,177) Bankruptcy related reorganization costs 22,979 Loss before provision for (benefit from) income taxes (138,156) Provision for (benefit from) income taxes (774) Loss before losses from investment in unconsolidated affiliate (137,382) Losses of unconsolidated affiliate (1,436) Net loss attributable to Debtor Entities $(138,818) DEBTORS’ STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the FiscalYear EndedApril 27, 2013 Net Loss Attributable to Debtor Entities $(138,818) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — Total comprehensive loss, net of tax $(138,818) DEBTORS’ STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT) Common Stock CapitalPaid-inExcess ofPar Value TreasuryStock, atCost (AccumulatedDeficit) /RetainedEarnings TotalShareholders’Equity(Deficit) Shares Dollars Balance at April 28, 2012 24,300 $24 $444,476 $(186,637) $(179,693) $78,170 Issuance of common stock in conjunction with stock optionexercises, net 299 — — — — — Tax deficiency on option exercises — — (91) — — (91) Share-based compensation expense — — 1,846 — — 1,846 Net loss — — — — (138,818) (138,818) Balance at April 27, 2013 24,599 $24 $446,231 $(186,637) $(318,511) $(58,893) 91SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) DEBTORS’ STATEMENT OF CASH FLOWS For FiscalYear EndedApril 27, 2013 Cash flows from operating activities: Net loss attributable to Debtor entities $(138,818) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and intangible asset amortization expense 33,029 Amortization of development costs 7,179 Losses of unconsolidated affiliate 1,436 Loss on early extinguishment of debt 10,201 Early termination of long-term indebtedness 1,247 Fees related to DIP financing 9,855 Amortization of debt fees and other 2,019 Share-based compensation expense 1,846 Impairment of goodwill and intangible assets 36,010 Impairment of investment in unconsolidated affiliate 7,749 Impairment of long-term asset 1,414 Deferred taxes 5,193 Non-cash convertible debt interest expense 6,828 Changes in current assets and liabilities (net of assets acquired and liabilities assumed in business combinations): Accounts receivable 3,753 Inventories 8,024 Deferred catalog costs 2,813 Prepaid expenses and other current assets (19,965) Accounts payable 505 Accrued liabilities 12,334 Accrued bankruptcy related reorganization costs 6.188 Net cash used in operating activities (1,160) Cash flows from investing activities: Additions to property, plant and equipment (4,702) Proceeds from note receivable 3,000 Change in restricted cash (26,302) Investment in product development costs (7,579) Investment in product line (1,250) Net cash used in investing activities (36,833) Cash flows from financing activities: Pre-petition proceeds from bank borrowings 1,029,131 Pre-petition repayment of debt and capital leases (1,110,809) DIP proceeds from bank borrowings 307,636 DIP repayment of debt and capital leases (149,850) Early termination of long-term indebtedness (1,247) Fees related to DIP financing (9,855) Payment of debt fees and other (10,404) Net cash provided by financing activities 54,602 Net increase in cash and cash equivalents 16,609 Cash and cash equivalents, beginning of period 155 Cash and cash equivalents, end of period $16,764 92SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) The following table reflects pre-petition liabilities that are subject to compromise for the Debtors: April 27,2013 Accounts payable $51,951 2011 Debentures 163,688 Pre-petition accrued interest on 2011 Debentures 979 Sale-leaseback obligations 11,684 Payables and advances to non-filing entities 657 Liabilites subject to compromise $228,959 NOTE 19 — GAIN ON SALE OF PRODUCT LINE“Gain on sale of product line” on the consolidated statements of operations represents gains or losses on the sale of long-lived assets of the Company andis included in income from continuing operations before income taxes in accordance with FASB ASC Topic 360-10-45-5, SEC Staff Accounting BulletinTopic 13, “Revenue Recognition” and Regulation S-X, Rule 5-03(b)(6).In the third quarter of fiscal 2012, the Company completed the sale of SEEDS of Science/Roots of Reading assets which the Company concluded wasan ancillary, non-core program. The sale price was $6,650, including assets of $2,274 and resulting in a gain of sale of assets of $4,376.NOTE 20—RESTRUCTURINGIn fiscal 2013 and 2012, the Company recorded restructuring costs associated with severance related to headcount reductions, which is recorded inselling, general and administrative expenses on the consolidated statements of operations. The Company completed the fiscal 2012 headcount reductionsduring the third quarter of fiscal 2012. The following is a reconciliation of accrued restructuring costs for the fiscal years ended April 27, 2013 and April 28,2012. EducationalResources AcceleratedLearning Corporate Total Accrued Restructuring at April 30, 2011 $309 $44 $8 $361 Amounts charged to expense 708 711 894 2,313 Payments (937) (417) (197) (1,551) Accrued Restructuring at April 28, 2012 $80 $338 $705 $1,123 Amounts charged to expense 381 400 780 1,561 Payments (482) (589) (897) (1,968) Accrued Restructuring at April 27, 2013 $(21) $149 $588 $716 NOTE 21—COMMITMENTS AND CONTINGENCIESVarious claims and proceedings arising in the normal course of business are pending against the Company. The results of these matters are not expectedto have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. 93SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) In the second quarter of fiscal 2012, the Company settled the state tax audit for the Delta Education, LLC (“Delta”) liability that survived theCompany’s acquisition of Delta in fiscal 2006. As a result of the settlement, the Company finalized the amount owed by the subsidiary to the state. Thesettlement resulted in an assessment related to the pre-acquisition years of Delta of $2,600, net of Federal benefit. The matter is closed, and the Companyadjusted the previously recorded liability based upon the settlement.NOTE 22—QUARTERLY FINANCIAL DATA (UNAUDITED)The following presents certain unaudited quarterly financial data for fiscal 2013 and fiscal 2012: Fiscal 2013 First Second Third Fourth Total Revenues $252,139 $236,866 $80,791 $105,202 $674,998 Gross profit 103,597 92,700 29,406 38,177 263,880 Operating income (loss) 28,481 25,336 (76,612) (26,605) (49,400) Earnings (loss), net of income taxes 18,256 14,264 (108,509) (70,267) (146,256) Equity in (losses) earnings of unconsolidated affiliate, net of tax 119 (137) (1,418) — (1,436) Net income (loss) 18,375 14,127 (109,927) (70,267) (147,692) Basic earnings per share of common stock: Earnings/(loss) $0.97 $0.75 $(5.81) $(3.72) $(7.81) Total $0.97 $0.75 $(5.81) $(3.72) $(7.81) Diluted earnings per share of common stock: Earnings/(loss) $0.97 $0.75 $(5.81) $(3.72) $(7.81) Total $0.97 $0.75 $(5.81) $(3.72) $(7.81) Fiscal 2012 First Second Third Fourth Total Revenues $276,084 $251,375 $85,258 $119,274 $731,991 Gross profit 111,276 95,060 30,628 46,050 283,014 Operating income (loss) 31,500 21,655 (126,545) (21,688) (95,078) Earnings (loss), net of income taxes 13,570 8,744 (103,006) (51,837) (132,529) Equity in (losses) earnings of unconsolidatedaffiliate, net of tax (20) 135 (1,608) 5 (1,488) Net income (loss) 13,550 8,879 (104,614) (51,832) (134,017) Basic earnings per share of common stock: Earnings/(loss) $0.72 $0.47 $(5.54) $(2.75) $(7.10) Total $0.72 $0.47 $(5.54) $(2.75) $(7.10) Diluted earnings per share of common stock: Earnings/(loss) $0.72 $0.47 $(5.54) $(2.75) $(7.10) Total $0.72 $0.47 $(5.54) $(2.75) $(7.10) 94SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) The summation of quarterly net income per share may not equate to the calculation for the full fiscal year as quarterly calculations are performed on adiscrete basis.The Company’s business activity is subject to seasonal influences. Our historical revenues and profitability have been dramatically higher in the firsttwo quarters of our fiscal year, primarily due to increased shipments to customers coinciding with the start of each school year. Quarterly results also may bematerially affected by variations in our costs for the products sold, the mix of products sold and general economic conditions. Therefore, results for anyquarter are not indicative of the results that we may achieve for any subsequent fiscal quarter or for a full fiscal year.NOTE 23—PRELIMINARY PRO FORMA FRESH START BALANCE SHEET AND STATEMENT OF OPERATIONS (UNAUDITED)In connection with the Company’s emergence from Chapter 11, the Company adopted fresh start accounting as of June 11, 2013 in accordance withASC 852 “Reorganizations”. Upon the adoption of fresh start accounting, the financial statements of the Company will not be comparable, in variousmaterial respects, to any of the Company’s previously issued financial statements. The financial statements as of June 11, 2013 and for periods subsequent tothe fresh start effective date reflect that of a new entity. Fresh start accounting results in the creation of a new reporting entity that has no retained earnings oraccumulated deficit.Fresh start accounting reflects the value of the Company as determined in the confirmed plan of reorganization. Under fresh start accounting, theCompany’s asset values are remeasured using fair value, and are allocated in conformity with ASC 805, “Business Combinations”.The following Preliminary Pro Forma Fresh Start Balance Sheet and Statement of Operations illustrate the presently estimated financial effects of theimplementation of the plan of reorganization and the adoption of fresh start accounting. The Pro Forma Fresh Start Balance Sheet reflects the assumed effect ofthe consummation of the transactions contemplated in the Plan of Reorganization, including settlement of various liabilities and securities issuances,incurrence of new indebtedness, and cash payments. The Preliminary Pro Forma Fresh Start Balance Sheet is presented as if the effectiveness of the Plan ofReorganization had occurred, and the Company had adopted fresh start accounting, as of April 27, 2013. The Preliminary Pro Forma Fresh Start Statement ofOperations is presented as if the effectiveness of the Plan of Reorganization had occurred, and the Company had adopted fresh start accounting, as of the lastday of the fiscal 2012. As a result, the pro forma fiscal 2013 results do not include costs related to the Chapter 11 Cases.This preliminary pro forma data is unaudited. Asset appraisals for fresh start accounting have not yet been completed, and comparable interest rate andother data required for evaluation of liability values are still being compiled and finalized. Changes in the values of assets and liabilities and changes inassumptions from those reflected in the Preliminary Pro Forma Fresh Start Balance Sheet could significantly impact the reported value of intangibles.Accordingly, the amounts shown are not final, and are subject to changes and revisions, including differences between the estimates used to develop thisPreliminary Pro Forma Fresh Start Balance Sheet and the actual amounts ultimately determined. This could also result in differences between the estimatesused in the Preliminary Pro Forma Statement of Operations and actual amounts ultimately determined. Balances also will differ due to the results of operationsand other transactions occurring between April 27, 2013 and June 11, 2013, which is the date on which the Company adopted fresh start accounting. 95SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) The pro forma effects of the Plan of Reorganization and fresh start accounting on the Company’s Preliminary Pro Forma Fresh Start Balance Sheet as ofApril 27, 2013 are as follows (unaudited, in thousands): (1) (2) (3) April 27,2013 DebtDischarge New CreditFacilityFinancingTransactions PreliminaryFresh StartAdjustments ProFormaApril 27,2013 Assets: Cash and cash equivalents $20,769 $— $(3,284) $— $17,485 Restricted cash 26,302 — — — 26,302 Accounts receivable 58,942 — — — 58,942 Inventories 92,582 — — — 92,582 Other current assets 48,618 — — — 48,618 Total current assets 247,213 — (3,284) — 243,929 Property, plant and equipment 39,209 (8,000) — — 31,209 Intangibles 110,306 — — (78,704) 31,602 Development costs and other 30,845 — 10,839 — 41,684 Total assets $427,573 $(8,000) $7,555 $ (78,704) $348,424 Liabilities and Shareholders’ Equity (Deficit): Current liabilities: DIP loan facility $198,302 $— $(198,302) $— $— Accounts payable 22,897 — — — 22,897 Other current liabilities 56,339 — — — 56,339 Total current liabilities 277,538 — — — 79,236 Exit financing — — 161,263 — 161,263 Liabilities subject to compromise 228,302 (228,302) — — — Liability to general unsecured creditors — 19,400 — — 19,400 Other long term liabilities 925 — — — 925 Total liabilities 506,765 (209,902) (37,039) — 260,824 Shareholders’ equity: Debtors (79,192) 170,547 (12,651) (78,704) — Reorganized Entity — 30,355 57,245 — 87,600 Total shareholders’ equity (deficit) (79,192) 201,902 44,594 (78,704) 87,600 $427,573 $(8,000) $7,555 $(78,704) $348,424 (1)Debt DischargeThis column represents the discharge, reinstatement or reclassification of liabilities subject to compromise pursuant to the terms of the plan ofreorganization. Along with creditor claims accumulated through the bankruptcy proceedings, discharged liabilities include the rejection orreclassification of capital lease obligations. The debtors liabilities subject to compromise total approximately $230,000, of which: • Approximately $19,400 is reclassified as long-term liabilities representing the estimated recovery of general unsecured creditors. 96SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) • Approximately $164,700 represents the pre-petition 3.75% convertible notes (including accrued interest through the filing date), duein 2026, for which the note holders were issued equity with estimated value of $30,400. • Approximately $11,700 represents capital lease obligations for which the lease was either rejected or amended in a manner thatresults in an operating lease.As a result of the various debt discharge and reclassification transactions, a gain on extinguishment of approximately $170,500 is expected to berecognized as a non-cash reorganizational item. (2)New Credit Financing TransactionsThis column reflects the retirement of approximately $198,300 of DIP financings which consisted of repayments of $141,600 and the issuance ofequity with an estimated fair value of $57,245. The proceeds for the DIP repayments were made using $138,400 net proceeds, after payment of debtissuance costs and other expenses, from the exit financing and approximately $3,300 of existing cash. (3)Fresh Start AdjustmentsFresh start adjustments are made to reflect asset values at their estimated fair value. This includes the elimination of debtor equity accounts. Based on anthe Company’s estimated enterprise value of $300,000, as reported to the Bankruptcy Court, the Company estimates that intangible assets will bereduced from their historical amount by approximately $78,700. This is an estimate until the valuation and fresh start accounting is completed in thefirst quarter of fiscal 2014. 97SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) The pro forma effects of the Plan of Reorganization and fresh start accounting on the Company’s Preliminary Pro Forma Statement of Operations for theyear ended April 27, 2013 are as follows (unaudited, in thousands, except per share information): (1) (2) (3) April 27,2013 EliminateBankruptcy-related costsand InterestExpense onOld Debt RecordInterestExpenseon NewDebt AdjustmentsRelated toAdoption ofFresh Startand OtherRestructuring ProFormaApril 27,2013 Revenues $674,998 $— $— $— $674,998 Cost of revenues 411,118 — — — 411,118 Gross profit 263,880 — — — 263,880 Selling, general and administrative expenses 267,491 (4,732) — (12,600) 250,159 Impairment Charge 45,789 — — — 45,789 Operating loss (49,400) 4,732 — 12,600 (32,068) Other expense: Interest expense 28,600 (28,600) 19,033 — 19,033 Loss on early extinguishment of debt 10,201 (10,201) — — — Early termination of long-term indebtedness 26,247 (26,247) — — — Impairment of long-term asset 1,414 — — — 1,414 Impairment of investment in unconsolidated affiliate 7,749 — — — 7,749 Loss before reorganization costs and provision for (benefit from)income taxes (123,611) 69,780 (19,033) 12,600 (60,264) Bankruptcy related reorganization costs 22,979 (22,979) — — — Loss before provision for (benefit from) income taxes (146,590) 92,759 (19,033) 12,600 (60,264) Provision for / (benefit from) income taxes (334) — — — (334) Loss before losses from investment in unconsolidated affiliate (146,256) 92,759 (19,033) 12,600 (59,930) Losses of unconsolidated affiliate (1,436) — — — (1,436) Net loss $(147,692) $92,759 $(19,033) $12,600 $(61,366) Weighted average shares outstanding: Basic and Diluted 18,922 18,922 Net loss per share: Basic and Diluted $(7.81) $(3.24) (1)Eliminate bankruptcy-related costs and interest expense on old debtThis column eliminates $4,732 of bankruptcy-related costs that the Company incurred pre-petition and had included in its SG&A. In addition, the$28,600 of interest expense related entirely to the pre-bankruptcy credit facilities and the debtor-in-possession credit facilities that are replaced by theCompany’s exit 98SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) financing. Other costs related to the extinguishment of the Company’s pre-bankruptcy credit facilities, including the $10,201 loss on extinguishmentand $26,247 early termination of long-term indebtedness, are eliminated. (2)Record interest expense on new debt.The Company estimates the interest expense on the exit financing will be approximately $19,033. This includes approximately $1,500 on the asset-based loan assuming an average outstanding balance of $60,000 during the course of the fiscal year, $13,775 on the $145,000 term loan, $2,038 ofamortized debt issuance costs and $1,720 on the $19,400 estimated face value of the deferred cash payments owed to general unsecured creditors inaccordance with Reorganization Plan. (3)Adjustments related to the adoption of fresh start accounting and other restructuring.The Company’s preliminary fresh start balance sheet reflects a reduction of intangible assets of $78,704, of which the Company has preliminarilyestimated to relate to definite-lived intangibles with an average useful life of approximately 10 years. Thus, the estimated reduction in intangibleamortization is approximately $7,800. The Company incurred approximately $2,800 of costs in fiscal 2013 related to the closure of its Mt. Joy,Pennsylvania distribution Center as the lease was rejected in the bankruptcy process. These costs have been eliminated in the Pro Forma Statement ofOperations. In addition, the Company estimates that the impact of this lease rejection will reduce occupancy-related costs by approximately $2,000 on afull year basis.NOTE 24—SUBSEQUENT EVENTSOn May 23, 2013, the Bankruptcy Court approved the Debtors’ Second Amended Joint Plan of Reorganization under Chapter 11 of the BankruptcyCode (the “Reorganization Plan”) pursuant to the Confirmation Order dated May 23, 2013, as corrected June 3, 2013 (the “Confirmation Order”). On June 11,2013 (the “Effective Date”), the Ad Hoc Facility and the ABL DIP Facility and the related security agreements were terminated in accordance with the terms ofthe Reorganization Plan. Also on the Effective Date, the 2011 Debentures were canceled and the indenture under which the 2011 Debentures were issued wasterminated.On June 11, 2013, the Company entered into a Loan Agreement (the “Asset-Based Credit Agreement”) by and among the Company, Bank of America,N.A, as Agent, SunTrust Bank, as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc., asJoint Lead Arrangers and Bookrunners, and the Lenders that are party to the Asset-Based Credit Agreement (the “Asset-Based Lenders”).Under the Asset-Based Credit Agreement, the Asset-Based Lenders agreed to provide a revolving senior secured asset-based credit facility (the “New ABLFacility”) in an aggregate principal amount of $175 million. Outstanding amounts under the New ABL Facility will bear interest at a rate per annum equal to,at the Company’s election: (1) a base rate (equal to the greatest of (a) the prime lending rate, (b) the federal funds rate plus 0.50%, and (c) the 30-day LIBORrate plus 1.00% per annum) (the “Base Rate”) plus an applicable margin (equal to a specified margin based on the interest rate elected by the Company, thefixed charge coverage ratio under the New ABL Facility and the applicable point in the life of the New ABL Facility) (the “Applicable Margin”), or (2) aLIBOR rate plus the Applicable Margin (the “LIBOR Rate”). Interest on loans under the New ABL Facility bearing interest based upon the Base Rate will bedue monthly in arrears, and interest on loans bearing interest based upon the LIBOR Rate will be due on the last day of each relevant interest period or, ifsooner, on the respective dates that fall every three months after the beginning of such interest period. 99SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) The New ABL Facility will mature on June 11, 2018. The Company may prepay advances under the New ABL Facility in whole or in part at any timewithout penalty or premium. The Company will be required to make specified prepayments upon the occurrence of certain events, including: (1) the amountoutstanding on the New ABL Facility exceeding the Borrowing Base, and (2) the Company’s receipt of net cash proceeds of any sale or disposition of assetsthat are first priority collateral for the New ABL Facility.Pursuant to a Guaranty and Collateral Agreement dated as of June 11, 2013 (the “New ABL Security Agreement”), the New ABL Facility is secured by afirst priority security interest in substantially all assets of the Company and the guarantor subsidiaries. Under an intercreditor agreement between the Asset-Based Lenders and the Term Loan Lenders, as defined and described below, the Asset-Based Lenders have a first priority security interest in substantially allworking capital assets of the Company and the guarantor subsidiaries, and a second priority security interest in all other assets, subordinate only to the firstpriority security interest of the New Term Loan Lenders in such other assets.The Asset-Based Credit Agreement contains customary events of default and financial, affirmative and negative covenants, including but not limited toa springing financial covenant relating to the Company’s fixed charge coverage ratio and restrictions on indebtedness, liens, investments, asset dispositionsand dividends and other restricted payments.Also on June 11, 2013, the Company entered into a Credit Agreement (the “New Term Loan Credit Agreement”) among the Company, Credit Suisse AG,as Administrative Agent and Collateral Agent, and the Lenders defined in the New Term Loan Credit Agreement (the “Term Loan Lenders”).Under the New Term Loan Credit Agreement, the Term Loan Lenders agreed to make a term loan (the “New Term Loan”) to the Company in aggregateprincipal amount of $145 million. The outstanding principal amount of the New Term Loan will bear interest at a rate per annum equal to the applicableLIBOR rate (with a 1% floor) plus 8.50%, or the base rate plus a margin of 7.50%. Interest on loans under the New Term Loan Credit Agreement bearinginterest based upon the base rate will be due quarterly in arrears, and interest on loans bearing interest based upon the LIBOR Rate will be due on the last dayof each relevant interest period or, if sooner, on the respective dates that fall every three months after the beginning of such interest period.The Term Loan matures on June 11, 2019. The New Term Loan Credit Agreement requires prepayments at specified levels upon the Company’s receiptof net proceeds from certain events, including: (1) certain dispositions of property, divisions, business units or business lines; and (2) other issuances of debtother than Permitted Debt (as defined in the New Term Loan Credit Agreement). The New Term Loan Credit Agreement also requires prepayments at specifiedlevels from the Company’s excess cash flow. The Company is also permitted to voluntarily prepay the New Term Loan in whole or in part. Any prepaymentsare to be made at par, plus an early payment fee calculated in accordance with the terms of the New Term Loan Credit Agreement if prepaid prior to the secondanniversary of the Term Loan Credit Agreement.Pursuant to a Guarantee and Collateral Agreement dated as of June 11, 2013 (the “New Term Loan Security Agreement”), the Term Loan is secured by afirst priority security interest in substantially all assets of the Company and the guarantor subsidiaries. Under an intercreditor agreement between the Asset-Based Lenders and the Term Loan Lenders, the Term Loan Lenders have a second priority security interest in substantially all working capital assets of theCompany and the subsidiary guarantors, subordinate only to the first priority security interest of the Asset-Based Lenders in such assets, and a first prioritysecurity interest in all other assets. 100SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) The New Term Loan Credit Agreement contains customary events of default and financial, affirmative and negative covenants, including but notlimited to quarterly financial covenants commencing on the fiscal quarter ending October 26, 2013, relating to the Company’s (1) minimum interest coverageratio and (2) maximum net total leverage ratio and restrictions on indebtedness, liens, investments, asset dispositions and dividends and other restrictedpayments.Pursuant to the Reorganization Plan, the Company consummated a reincorporation merger (the “Reincorporation”) where the Company merged with andinto its wholly owned subsidiary, SSI Merger Sub Inc., a Delaware corporation, pursuant to the terms of a Plan of Merger dated as of June 11, 2013 (the “Planof Merger”). In connection with the Plan of Merger, SSI Merger Sub Inc. changed its name to School Specialty, Inc. (the “Company”). The effective date of theReincorporation was June 11, 2013 (the “Effective Time”). As a result of the Reincorporation, the Company is now a Delaware corporation.On the Effective Date, pursuant to the Reorganization Plan, all equity interests in the pre-reorganization company, including common stock and anyoptions, warrants, calls, subscriptions or other similar rights or other agreements, commitments or outstanding securities obligations, were cancelled andextinguished.As of the Effective Date a total of 1,000,004 shares of common stock were issued pursuant to the Reorganization Plan to holders of certain allowedclaims against the Debtors. In total, the Company has 2,000,000 authorized shares of Common Stock and 500,000 authorized shares of preferred stock, eachwith a par value of $0.001 per share.The Reorganization Plan generally provided for the treatment of allowed claims against, and equity interests in, the Debtors as follows: • The lenders under the Senior Secured Super Priority Debtor-in-Possession Credit Agreement (the “Ad Hoc DIP Agreement”) by and among theCompany, certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent and the lenders party theretowere entitled to receive (i) cash in an approximate amount of $98.3 million, and (ii) 65% of the common stock of the reorganized Company; • Each holder of an allowed general unsecured claim was entitled to receive a deferred cash payment equal to 20% of such allowed claim, plusinterest, on the terms described in the Reorganization Plan; • Each holder of an unsecured claim arising from the provision of goods and/or services to the Debtors in the ordinary course of its pre-petition traderelationship with the Debtors, with whom the Reorganized Debtors continue to do business after the Effective Date, is entitled to receive a deferredcash payment equal to 20% of such claim, plus interest, on the terms described in the Reorganization Plan. Such holders may increase theirpercentage recoveries to 45%, plus interest, by electing to provide the reorganized Debtors with customary trade terms for a specified period, asdescribed in the Reorganization Plan; • Each holder of the Company’s 3.75% Convertible Subordinated Debentures due 2026, as further described elsewhere in this report, received itspro rata share of 35% of the common stock of the reorganized Company; • Each holder of an allowed general unsecured claim or allowed trade unsecured claim of $3,000 or less, or any holder of a general unsecured claimor trade unsecured claim in excess of $3,000 that agreed to 101SCHOOL SPECIALTY, INC.(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011(In Thousands, Except Per Share Amounts) voluntarily reduce the amount of its claim to $3,000 under the terms described in the Reorganization Plan, was entitled to receive a cash paymentequal to 20% of such allowed claim on or as soon as practicable after the Effective Date; and • Holders of equity interests in the Company prior to the reorganization, including claims arising out of or with respect to such equity interests, werenot entitled to receive any distribution under the Reorganization Plan.Pursuant to the Reorganization Plan, on the Effective Date, the terms of the directors and managers of the boards of directors or board of managers of theDebtors expired and such directors and managers were deemed removed from such boards. The initial board of directors of the reorganized Company iscomprised of four members, including: • Michael P. Lavelle, the Company’s Chief Executive Officer; and • Three directors, including James R. Henderson, Madhu Satyanarayana and Justin Lu as designated by the three largest lenders under the Ad HocDIP Agreement.All of the other lenders under the Ad Hoc DIP Agreement had the right to designate an additional director under the Reorganization Plan. These lendersdetermined not to exercise their right, and have requested that the board of directors designate the additional director at its discretion.On the Effective Date, the officers of each of the reorganized Company and subsidiaries were appointed in accordance with the provisions of the neworganizational documents.On July 22, 2013 the Company entered into a Transition and Separation Agreement and Mutual General Release (the “Transition Agreement”) withMr. Lavelle, pursuant to which Mr. Lavelle resigned as President and Chief Executive Officer of the Company, and as a member of the board of directors ofthe Company, effective as of such date after August 2, 2013 as determined by the board of directors, but not later than September 1, 2013. The effective dateis expected to be August 9, 2013. As discussed in more detail in Item 10, Directors, Executive Officers and Corporate Governance, because of the resignationof Mr. Lavelle, the board of directors appointed James R. Henderson to serve as interim Chief Executive Officer of the Company. 102Item 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNot applicable Item 9A.Controls and ProceduresEvaluation of Disclosure Controls and ProceduresBased on an evaluation as of the end of the period covered by this annual report, the Company’s principal executive officer and principal financialofficer have concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the“Exchange Act”)) are effective for the purposes set forth in the definition of the Exchange Act rules.Management’s Report on Internal Control Over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting. As such term is defined in Exchange ActRule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financialofficers, or persons performing similar functions, and effected by the board of directors, management and other personnel, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principlesgenerally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (1)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of theCompany; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance withaccounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only inaccordance with authorizations of management and the directors of the Company; and (3)provide reasonable assurance regarding prevention of unauthorized acquisition, use, or disposition of the Company’s assets that could have amaterial effect on the financial statements.Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria in InternalControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under thecriteria, management concluded that the Company’s internal control over financial reporting was effective as of April 27, 2013.Changes in Internal ControlsNo change in our internal control over financial reporting occurred during our most recent fiscal quarter that materially affected, or is reasonably likelyto materially effect, our internal control over financial reporting. 103Item 9B.Other InformationNot applicablePART III Item 10.Directors, Executive Officers and Corporate GovernanceThe information required under this Item relating to executive officers of the Company is provided in Part I of this report.Board of DirectorsAs described above under Item 1, Business, pursuant to the Reorganization Plan, on the Effective Date, the terms of the directors of the pre-reorganizationCompany expired and such directors were deemed removed from the Board. The initial board of directors of the reorganized Company is comprised of fourmembers, and under the Reorganization Plan, certain other lenders under the Ad Hoc DIP Agreement had the right to designate an additional director. Theselenders determined not to exercise their right, and have requested that the board of directors designate the additional director at its discretion. The followingdescriptions provide certain biographical information about each of the directors of the reorganized Company, along with a statement regarding the specificexperience, qualifications, attributes or skills that led to the determination that each director should serve as a director of the Company. There were no materialchanges in fiscal 2013 to the procedures by which the Company’s shareholders may recommend nominees to the Company’s Board of Directors. Name and Age of Director Michael P. LavelleAge 43 Mr. Lavelle has been President and Chief Executive Officer of School Specialty since January 2012. He served asPresident, Senior Vice President, and Vice President of several divisions of Houghton Mifflin Harcourt, a companyspecializing in educational products, reference works and literature, from 2001 to 2011. In May 2012, HoughtonMifflin Harcourt filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code. Prior to joiningHoughton Mifflin Harcourt, Mr. Lavelle served as Chief Financial Officer of John Zink Company, a portfoliocompany of Koch Industries, a privately held company specializing in manufacturing, trading and investments,from 1997 to 2000, and as Chief Financial Officer of Marcegaglia USA, a carbon and stainless steel manufacturer,from 1994 to 1997. He has served on the Board since January 2012. Mr. Lavelle’s position as President and Chief Executive Officer of the Company made him an integral part of theBoard.On July 22, 2013 the Company entered into a Transition and Separation Agreement and Mutual General Release (the “Transition Agreement”) withMr. Lavelle, pursuant to which Mr. Lavelle resigned as President and Chief Executive Officer of the Company, and as a member of the board of directors ofthe Company, effective as of such date after August 2, 2013 as determined by the board of directors, but not later than September 1, 2013 (the “SeparationDate”). The effective date is expected to be August 9, 2013. At the Effective Time, Justin Lu, Madhu Satyanarayana and James R. Henderson were appointed to the Board of Directors in accordance with the terms of theReorganization Plan. Mr. Lu, Mr. Satyanarayana and Mr. Henderson were designated by Zazove Associates, J. Goldman & Co., L.P., and Steel Excel, Inc.,the three largest Ad Hoc DIP Lenders.Justin LuAge 42 Mr. Lu is a principal and assistant high yield portfolio manager at Zazove Associates (“Zazove”), an investmentadvisory firm focused on convertible securities. Mr. Lu has been employed by Zazove since 2002, investingprimarily in high yield convertible portfolios. Prior to joining Zazove, Mr. Lu worked at Merrill Lynch from 1998 to2001 as an associate in the leveraged finance and technology investment banking groups. 104 Mr. Lu received his B.A. in economics and mathematics from Dartmouth College and his J.D./M.B.A. fromColumbia University. Mr. Lu is a CFA charterholder. Mr. Lu’s experience at sophisticated financial institutions with leveraged finance and other complex transactions isbeneficial to the Board of Directors. Madhu Satyanarayana Age 32 Mr. Satyanarayana is a Portfolio Manager of J. Goldman & Co., L.P. (“JGC”), having been employed in thatposition since 2011. Prior to joining JGC, Mr. Satyanarayana was a Vice President at Cerberus Capital Management,L.P. from 2005 to 2011, investing in distressed securities and special situations. From 2003 to 2005, Mr.Satyanarayana was an Analyst at UBS Securities, LLC in the Restructuring Group, advising corporate, sovereignand hedge fund clients in distressed situations. Mr. Satyanarayana has previously served on the board of directors ofFreedom Group, Inc. as well as certain of its affiliates and subsidiaries, where he chaired the Investment and BenefitsCommittee, charged with managing the assets of multiple defined benefit pension plans on behalf of theirbeneficiaries. In addition, Mr. Satyanarayana has served on numerous ad hoc creditor and lender committees as partof the restructuring processes of those companies. Mr. Satyanarayana received a A.B. in Economics from HarvardCollege. Mr. Satyanarayana’s background investing in distressed situations as well as his prior board service and ad hoccreditor and lender committee experience make him a valuable member of the Board of Directors. James R. Henderson Age 55 Mr. Henderson served as Chairman of the Board and Chief Executive Officer of Point Blank Solutions, Inc., adesigner and manufacturer of protective body armor, from June 2009 until October 2011, having previously servedas its Chairman of the Board from August 2008 until June 2009 and as acting chief executive officer from April 2009until June 2009. He subsequently served as Chief Executive Officer of Point Blank Enterprises, Inc., the successorto the business of Point Blank Solutions, Inc., from October 2011 to September 2012. Mr. Henderson was also aManaging Director and operating partner of Steel Partners LLC, a subsidiary of Steel Partners Holdings L.P., aglobal diversified holding company that owns and operates businesses and has significant interests in leadingcompanies in a variety of industries, including diversified industrial products, energy, defense, banking, insurance,and food products and services, until April 2011. In addition, Mr. Henderson was associated with Steel PartnersLLC and its affiliates from August 1999 until April 2011. Mr. Henderson was a director and chief executive of thepredecessor entity of Steel Partners Holdings L.P., WebFinancial Corporation, from June 2005 to April 2008, wherehe was served as president and chief operating officer from November 2003 to April 2008 and as vice president ofoperations from September 2000 to December 2003. Mr. Henderson was also the chief executive officer of WebBank,a wholly-owned subsidiary of Steel Partners Holdings L.P., from November 2004 to May 2005. Mr. Henderson wasan Executive Vice President of SP Acquisition Holdings, Inc., a company formed for the purpose of acquiring one ormore businesses or assets, from February 2007 until October 2009. Mr. Henderson has served as a director ofGenCorp since 2008. Mr. Henderson also served as a director of DGT Holdings Corp., a manufacturer of proprietaryhigh-voltage power conversion subsystems and components, from November 2003 until December 2011 and as adirector of SL Industries, Inc., a company that designs, manufactures and markets power electronics, motioncontrol, power protection, power quality electromagnetic and specialized communication equipment, from January2002 to March 2010. Mr. Henderson 105 served as a director of Angelica Corporation, a provider of healthcare linen management services, from August 2006to August 2008. Mr. Henderson was also a director of ECC International Corp., a manufacturer and marketer ofcomputer controlled simulators for training personnel to perform maintenance and operation procedures on militaryweapons, from December 1999 to September 2003 and was acting chief executive officer from July 2002 to March2003. Mr. Henderson holds a BS in Accounting from the University of Scranton. Mr. Henderson’s leadership experience and substantial business knowledge make him a valuable member of theboard of directors. Because of the resignation of Mr. Lavelle on July 22, 2013 the board of directors appointed James R. Henderson,chairman of the board of directors to serve as interim Chief Executive Officer of the Company, effective as ofMr. Lavelle’s Separation Date. Mr. Henderson will continue as Chairman of the board of directors and a director ofthe Company.Section 16(a) Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act requires School Specialty’s directors and officers, among others, to file reports with the SEC disclosing theirownership, and changes in their ownership, of stock in the Company. Copies of these reports must also be furnished to the Company. Based solely on areview of these copies, the Company believes that all filing requirements were complied with on a timely basis during fiscal 2013.Code of EthicsWe have adopted a Code of Ethics that applies to our directors, officers and employees, including the principal executive officer, principal financialofficer, principal accounting officer and controller. The Code of Ethics is posted on our internet website at www.schoolspecialty.com. We intend to satisfydisclosure requirements under Item 406 of Regulation S-K regarding certain amendments to, or waivers from, the Code of Ethics by posting such informationour internet website.Audit CommitteeThe Company has a separately-designated standing Audit Committee of its Board of Directors. The Audit Committee is responsible for oversight of theCompany’s accounting and financial reporting processes and the audit of the Company’s financial statements. The Audit Committee currently consists ofMessrs. Satyanarayana and Lu. It was determined by the Board of Directors that as of August 6, 2013, Messrs. Satyanarayana and Lu were considered“independent” under the listing standards of NASDAQ without regard to the heightened independence standards for audit committee members with respect toMr. Lu. Mr. Satyanarayana has been determined by the Board of Directors to be an “audit committee financial expert” for purposes of the SEC’s rules. Item 11.Executive CompensationSUMMARY COMPENSATION TABLEEXECUTIVE COMPENSATIONExplanatory NoteAs previously disclosed, on January 28, 2013, School Specialty, Inc. and the other Debtors filed voluntary petitions for relief under Chapter 11 of theBankruptcy Code in the Bankruptcy Court. On May 23, 2013, the Bankruptcy Court entered an order confirming the Debtors’ Reorganization Plan and acorrected copy of such order was entered by the Bankruptcy Court on June 3, 2013. In connection with the Reorganization Plan, all outstanding equityinterests of the Company that were issued and outstanding prior to the Effective Date were cancelled on the Effective Date. 106Pursuant to the Reorganization Plan, on the Effective Date, the terms of the directors and managers of the board of directors or board of managers of theDebtors expired and such directors and managers were deemed removed from such boards. The initial board of directors of the reorganized Company iscomprised of four members, including Michael P. Lavelle, Madhu Satyanarayana, Justin Lu and James R. Henderson.On July 22, 2013 the Company entered into a Transition and Separation Agreement and Mutual General Release (the “Transition Agreement”) withMr. Lavelle, pursuant to which Mr. Lavelle resigned as President and Chief Executive Officer of the Company, and as a member of the board of directors ofthe Company, effective as of such date after August 2, 2013 as determined by the board of directors, but not later than September 1, 2013. The effective dateis expected to be August 9, 2013.Because of the resignation of Mr. Lavelle on July 22, 2013 the board of directors appointed James R. Henderson, Chairman of the board of directors toserve as interim Chief Executive Officer of the Company, effective as of Mr. Lavelle’s Separation Date. Mr. Henderson will continue as Chairman of the boardof directors and a director of the Company.On June 17, 2013, the Board created a new Compensation Committee of the Board of Directors and appointed Messrs. Lu and Henderson to serve on thenewly created committee. The new Compensation Committee has not yet determined compensation for fiscal 2014. Accordingly, the executive compensationinformation discussed below for the fiscal year ended April 27, 2013 does not necessarily reflect the executive compensation program to be implemented by thenewly constituted Compensation Committee and Board of Directors of the Company.In accordance with the smaller reporting company disclosure requirements of Form 10-K and Regulation S-K, this section describes the compensationawarded to, earned by, or paid to the Company’s Chief Executive Officer and the next two most highly compensated executive officers (the “Named ExecutiveOfficers”) during fiscal 2013. In this section, references to the “Company,” “Board of Directors,” “Compensation Committee,” and the like refer to theCompany prior to the Effective Date.Summary Compensation Information.The following table sets forth the compensation earned by the Named Executive Officers during fiscal 2013:Summary Compensation Table – Fiscal 2013 Name and Principal Position FiscalYear Salary ($)(1) Bonus($) Stock Awards($) (2) (3) OptionAwards ($)(4) Non-EquityIncentive PlanCompensation($) All OtherCompensation($)(6) TotalCompensation($) Michael P. Lavelle 2013 $602,154 $— $— $69,861 $— $101,208 $773,223 Chief Executive 2012 $185,096 $— $169,500 $245,575 $— $— $600,171 Officer(5) David N. Vander Ploeg 2013 $362,308 $— $— $— $— $— $362,308 Vice President and 2012 $308,076 $— $105,900 $288,943 $— $— $702,919 Chief Financial Officer 2011 $317,308 $— $399,840 $169,378 $— $— $886,526 Patrick T. Collins 2013 $183,462 $— $77,000 $131,408 $— $— $391,870 Senior Vice President, Sales(5) (1)Base salary amounts reflect a two-week furlough in fiscal 2013, four-week furlough in fiscal 2012, and a two-week furlough in fiscal 2011 for theNamed Executive Officers who were employed by the Company during those fiscal years.(2)These amounts reflect the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with FASB ASCTopic 718, Compensation-Stock Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related toperformance-based vesting conditions. The assumptions made in valuing the stock awards are included under the caption “Share-Based CompensationExpense” in Note 15 of the Notes to Consolidated Financial Statements in the Company’s fiscal 2013 Annual Report on Form 10-K. 107(3)The amounts for fiscal 2013 and 2012 reflect the grant date fair value of the restricted stock awards granted during the fiscal year, and the amounts forfiscal 2011 reflect the grant date fair value of NSU and restricted stock awards granted during those fiscal years. The Adjusted EPS performance metricassociated with the fiscal NSU awards were reviewed on a quarterly basis by the Committee. The Company determined the Adjusted EPS metric for thefiscal 2011 NSU awards would not be attained by the Company and reversed the expense recognized in the second quarter of fiscal 2011.(4)These amounts reflect the grant date fair value of the option awards granted during the indicated fiscal year, computed in accordance with FASB ASCTopic 718, Compensation-Stock Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related toservice-based vesting conditions. The assumptions made in valuing the option awards are included under the caption “Share-Based CompensationExpense” in Note 15 of the Notes to Consolidated Financial Statements in the Company’s fiscal 2013 Annual Report on Form 10-K.(5)Mr. Lavelle was hired as President and Chief Executive Officer as of January 12, 2012. Mr. Collins was hired as Senior Vice President, Sales as ofSeptember 4, 2012.(6)Includes $101,208 of relocation benefits paid to Mr. Lavelle in fiscal 2013.Employment AgreementsDuring fiscal 2013, the Company was party to an employment agreement with each of Mr. Lavelle and Mr. Vander Ploeg, and an offer letter withMr. Collins. Material terms of these arrangements are described below.The Company entered into an employment agreement with Mr. Lavelle effective January 12, 2012, the term of which would have lasted through June 30,2015. The agreement provided for an annual base salary of $625,000 (subject to increase at the discretion of the Board of Directors), and eligibility forparticipation in annual incentive bonus, long-term incentive compensation, retirement and welfare benefit plans offered by the Company to its seniorexecutives. The agreement also provided for the grant of certain options and shares of restricted stock, all of which were cancelled in connection with thereorganization. The agreement contained confidentiality and non-compete provisions during the term of his employment and for a specified period of timethereafter. In the event Mr. Lavelle’s employment was terminated without cause, under the agreement he would have been entitled to a severance payment equalto 12 months of base salary, payable in accordance with the normal Company payroll practices. If Mr. Lavelle was terminated without cause within 24months of a change of control, under the agreement he would have been entitled to a severance payment of 24 months of base salary, payable in accordancewith the normal Company payroll practices. Additionally, during any period of salary continuation described in the agreement, Mr. Lavelle and his familywould have been entitled under the agreement to continue to be covered under all health insurance coverage of the Company at the then-effective cost sharingarrangement between Mr. Lavelle and the Company. The agreement did not provide for any additional rights if his employment would have been terminated forcause, death, disability or resignation, except for the right to receive any unpaid base salary, accrued time off or reimbursement of expenses to which he wasentitled.The Company entered into an employment agreement with Mr. Vander Ploeg effective April 21, 2008. The agreement had an initial term of three years,with automatic one year renewals, unless either party gives notice of non-renewal. The agreement provides for an annual base salary of $330,000 (subject toincrease at the discretion of the Board of Directors) and participation in an incentive bonus plan with a 50% of annual earned base salary target with amaximum opportunity of 100% The agreement contains confidentiality and non-compete provisions that continue for 18 months after termination ofemployment. In the event Mr. Vander Ploeg’s employment is terminated without cause, he is entitled to a severance payment equal to 12 months of base salary,payable in accordance with the normal Company payroll practices. Mr. Vander Ploeg will have no additional rights if his employment is terminated for cause,death, disability or resignation, except for the right to receive any unpaid base salary, accrued time off or reimbursement of expenses to which he is entitled.Under the offer letter dated August 16, 2012 provided to Mr. Collins in connection with his employment with the Company, Mr. Collins’s totalcompensation includes an initial base salary of $300,000 per year; 108participation in the Company’s annual bonus plan and long-term equity incentive program. Mr. Collins received certain equity grants, which were terminatedin connection with the reorganization. Mr. Collins will receive four weeks of paid time off and all benefits that the Company customarily provides to similarlysituated employees. Should his employment be terminated for reasons other than cause, Mr. Collins will be eligible to receive one year of severance based onhis salary at the date of termination, contingent on his agreement to customary covenants and conditions.Outstanding Equity Awards. The following table provides information regarding options held at fiscal year-end by the Named Executive Officers:Outstanding Equity Awards at April 27, 2013 Name Option Awards Stock Awards Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable OptionExercisePrice($) OptionExpirationDate Number ofShares orUnits ofStock ThatHave NotVested (#)(3)(7)(8) MarketValue ofShares orUnits ofStockThat HaveNotVested ($) EquityIncentivePlan Awards:Number ofUnearnedShares, Unitsor OtherRights ThatHave NotVested (#)(2) EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares, Unitsor OtherRights ThatHave NotVested ($) Michael P. Lavelle 25,000 50,000(1)(10) $2.26 1/12/2022 75,000 $7,500 — $— — 250,000(1)(11) $2.26 1/12/2022 — 55,000(1) $2.87 6/15/2022 David N. Vander Ploeg 35,000 0(1)(5) $29.48 5/5/2018 42,000 $4,200 — $— 16,050 5,350(1)(4) $20.31 6/22/2019 12,500 12,500(1)(6) $19.04 6/28/2020 8,500 25,500(1)(9) $13.78 6/22/2021 10,000 20,000(1)(13) $3.53 4/2/2022 — 50,000(1)(12) $3.53 4/2/2022 Patrick T. Collins 25,000 50,000(1)(14) $36.82 9/4/2022 27,500 $2,750 — $— (1)Represents unvested options that were not “in-the-money” based on the closing price of the Common Stock of $0.10 as of April 27, 2013.(2)There were no remaining unearned NSU awards that were not vested at fiscal year-end.(3)Because the Company’s three-year Adjusted Earnings Per Share (“EPS”) for the fiscal 2009-2011 performance period was less than the threshold three-year average Adjusted EPS goal for the NSUs granted in fiscal 2009, no shares were earned under that grant. The Company’s Adjusted EPS for fiscal2010 was between the threshold and target Adjusted EPS goals for the NSUs granted in fiscal 2010. Therefore, a number of shares equal to 88% of thetarget payout were earned under the fiscal 2010 grant. These shares vested on June 22, 2012 for the recipients employed with the Company through thatdate. The Company’s Adjusted EPS for fiscal 2011 was less than the threshold Adjusted EPS goal for the NSUs granted in fiscal 2011. Therefore, noshares were earned under the fiscal 2011 grant. No NSUs were granted in fiscal 2012 or fiscal 2013.(4)The options granted on June 22, 2009, with an expiration date of June 22, 2019, would have vested in four equal annual installments on June 22,2010, June 22, 2011, June 22, 2012, and June 22, 2013, respectively.(5)The options granted on May 5, 2008, with an expiration date of May 5, 2018, vested in four equal annual installments on May 5, 2009, May 5,2010, May 5, 2011, and May 5, 2012, respectively.(6)The options granted on June 28, 2010, with an expiration date of June 28, 2020, would have vested in four equal annual installments on June 28,2011, June 28, 2012, June 28, 2013, and June 28, 2014, respectively.(7)Restricted shares awarded on June 28, 2010 would have vested 30% on June 28, 2013, an additional 30% on June 28, 2014 and the final 40% onJune 28, 2015. 109(8)Restricted shares awarded to Mr. Lavelle as of January 12, 2012 would have vested 33% on the first anniversary following his purchase of $400,000 ofCommon Stock; 33% on the second anniversary of such purchase and 34% on the third anniversary of such purchase. Restricted shares awarded toMr. Vander Ploeg as of April 2, 2012 would have vested 33% on the first anniversary of the award date, 33% on the second anniversary and 34% on thethird anniversary.(9)The options granted on June 22, 2011, with an expiration date of June 22, 2021, would have vested in four equal annual installments on June 22,2012, June 22, 2013, June 22, 2014 and June 22, 2015, respectively.(10)Stock options awarded to Mr. Lavelle as of January 12, 2012 would have vested 33% on the first anniversary following his purchase of $400,000 ofCommon Stock; 33% on the second anniversary of such purchase and 34% on the third anniversary of such purchase.(11)Stock options awarded to Mr. Lavelle as of January 12, 2012 would have vested 25% upon the achievement of an average stock price of $5, $10, $15and $20, respectively. Regardless of the stock price targets for vesting purposes, no options were exercisable in the first year of employment, 33% wouldhave become exercisable on each of the first three anniversaries of Mr. Lavelle’s date of hire.(12)Stock options awarded to Mr. Vander Ploeg on April 2, 2012 would have vested 50% each upon the achievement of an average stock price of $5 and$10, respectively. Regardless of the stock price targets for vesting purposes, no options were exercisable prior to the first anniversary of the grant date,then 33% become exercisable after each of the first three anniversary dates of their respective hire dates. However, Mr. Vander Ploeg would could not haveexercised any of these stock options prior to his purchase of $75,000 of Common Stock.(13)Stock options awarded to Mr. Vander Ploeg on April 2, 2012 would have vested 33% on each of the first three anniversary dates of the grant date.(14)Mr. Collins was awarded two stock options on September 6, 2012, each with an expiration date of September 4, 2022. The option to purchase 30,000shares would have become exercisable on each of the first, second, third and fourth anniversaries of the grant date, and, following his purchase of$115,000 of Common Stock, the option to purchase 75,000 shares would have vested 25% upon the achievement of an average stock price of $5, $10,$15 and $20, respectively; provided, however, that the option could not be exercised with respect to more than one-third of the underlying shares oneach of the first three anniversaries of the date of grant.Option Exercises. There were no options to acquire Common Stock exercised during fiscal 2013 by the Named Executive Officers. 110POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROLPotential Payments upon Termination by the CompanyUnder the employment agreement in effect for Mr. Lavelle as of January 12, 2012, upon termination of his employment without cause, Mr. Lavelle waseligible for a severance payment of 12 months of base salary as further quantified in the table below. In addition, Mr. Lavelle and his family would havecontinued to be covered under all health insurance coverage of the Company for a 12-month period at the then-effective cost sharing arrangement betweenMr. Lavelle and the Company.Pursuant to the terms of the Transition Agreement with Mr. Lavelle, the Company has agreed to make certain payments to Mr. Lavelle following theSeparation Date, subject to Mr. Lavelle’s execution of a waiver and release of claims on the Separation Date in favor of the Company and subject toMr. Lavelle’s compliance with certain continuing restrictive covenants in his employment agreement. In particular, the Company has agreed (i) to payMr. Lavelle’s base salary for a period of six months following the Separation Date, (ii) to reimburse Mr. Lavelle for that portion of premiums paid byMr. Lavelle to obtain continuation health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (also known as COBRA)equal to the Company’s subsidy for health coverage for active employees with family coverage for a period of six months following the Separation Date, (iii) toreimburse Mr. Lavelle’s reasonable legal fees, up to $15,000, incurred in connection with the preparation, negotiation and execution of the TransitionAgreement, and (iv) in the event the Company requests that Mr. Lavelle provide consulting services to the Company following the Separation Date, to paycertain fees for such consulting services to the extent Mr. Lavelle’s consulting services require more than ten hours in any month.Upon termination without cause, Mr. Vander Ploeg and Mr. Collins are eligible for a severance payment of 12 months of base salary as furtherquantified in the table below.No payments are required to any Named Executive Officer upon termination for cause (in each case, as defined in the applicable agreement).Potential Payments upon Retirement, Death or DisabilityExecutive officers are not eligible for any additional benefits upon retirement.Potential Payments upon a Change of ControlUpon a change of control, Mr. Lavelle is eligible for a severance payment of 24 months of base salary as further quantified in the table below, only in theevent Mr. Lavelle is terminated without cause within a two year period following a change of control. In addition, for a period of 24 months following atermination without cause following a change of control, Mr. Lavelle and his family will continue to be covered under all health insurance coverage of theCompany at the then-effective cost sharing arrangement between Mr. Lavelle and the Company.No other Named Executive Officers are entitled to salary continuation benefits upon a change of control. Any unvested equity awards granted toemployees and non-employee directors would have vested upon a change of control. 111The table below reflects the amounts that would have been payable to each of the Named Executive Officers of the Company had such person terminatedhis or her employment effective as of April 27, 2013. The actual amounts payable can only be determined at the time of an individual’s separation from theCompany.Potential Payments Upon Termination or Change of Control Name and Benefit VoluntaryTermination Retirement InvoluntaryNot ForCauseTermination For CauseTermination Change-in-Control(1) Disability Death Michael Lavelle Base Salary $— $— $625,000 $— $1,250,000 $— $— Equity Award Vesting acceleration(2) $— $— $— $— $7,500 $— $— David Vander Ploeg Base Salary $— $— $375,000 $— $— $— $— Equity Award Vesting acceleration(2) $— $— $— $— $4,200 $— $— (1)Upon a change of control, Mr. Lavelle has the right to terminate his employment and is eligible for salary continuation through the remaining term of hisemployment contract. No other Named Executive Officers are entitled to salary continuation benefits upon a change of control. Any unvested equityawards granted to employees and non-employee directors would have vested upon a change of control, except with respect to the stock options awarded toMr. Lavelle that were subject to minimum share price vesting requirements, the vesting of which would be accelerated only if and to the extent theconsideration per share for the Company’s common stock in a change of control were to exceed specified values.(2)The amounts shown reflect the accelerated vesting of unvested NSUs and restricted stock.NON-EMPLOYEE DIRECTOR COMPENSATIONDuring fiscal 2013, the Compensation Committee Charter provided for the Committee to review the level and composition of compensation provided tonon-employee members of the Board of Directors on a periodic basis, and to approve any changes. Such approval was required to be ratified by a majority ofindependent members of the Board of Directors.The compensation program for non-employee directors was designed to both provide fair compensation for work required of directors of a company thesize and complexity of School Specialty, Inc. and align the interests of directors with those of the Company’s shareholders. Non-employee directors werecompensated with a combination of both cash and equity-based compensation. The Committee’s target for the equity component of the annual directorcompensation was at least 50 percent of the total annual director compensation.In fiscal 2013, non-employee directors were paid an annual retainer of $50,000 plus $1,000 for each additional special meeting and committee meetingattended and are reimbursed for all out-of-pocket expenses related to their service as directors. The non-executive chairman was paid an additional annualretainer of $50,000, and the Audit, Compensation, and Nominating and Governance Committee chairpersons were paid additional annual retainers of$10,000, $5,000 and $5,000, respectivelyNon-employee directors were granted options under the Company’s stock incentive plans to purchase 15,000 shares of Common Stock upon their initialelection as members of the Board of Directors. During the June meeting of the Board of Directors each year, each non-employee director was awarded an annualgrant under the Company’s equity incentive plans which historically approximated at least $65,000 in value. This 112target amount of equity-based compensation was based on the Committee’s estimate of the average annual cash compensation earned by the Company’sdirectors, thus targeting a total compensation objective of approximately equal cash and equity components.The Committee had targeted approximately one-half the value of this annual equity-based compensation to be granted in the form of stock options, andapproximately one-half the value of this equity-based compensation to be granted in the form of NSUs. Stock options were granted at an exercise price equal tothe fair market value on the date of grant and have three year, variable vesting schedules (20% after year one, 50% cumulative after year two, and 100%cumulative after year three). The NSUs were fully earned and vested after the one-year anniversary of the date of grant. Name FeesEarned orPaid inCash ($) OptionAwards($)(1) StockAwards($)(1)(2) Total ($) Terry L. Lay $95,000 $24,134 $18,655 $137,789 Edward C. Emma $41,500 $24,134 $18,655 $84,289 Herbert A. Trucksess, III $72,750 $24,134 $18,655 $115,539 Jacqueline F. Woods $50,250 $24,134 $18,655 $93,039 Jonathan J. Ledecky $48,500 $24,134 $18,655 $91,289 A. Jacqueline Dout $54,250 $24,134 $18,655 $97,039 David J. Vander Zanden $39,500 $24,134 $18,655 $82,289 (1)The amounts reflect the dollar value of the compensation cost of options and NSUs granted during fiscal 2013, computed in accordance with FASBASC Topic 718. The assumptions used in the computation of these amounts are included in Note 15 of the Notes to Consolidated Financial Statementsin the Company’s fiscal 2013, 2011 and 2012 Annual Reports on Form 10-K. As of April 27, 2013 each Director had outstanding options to purchasethe following number of shares of Common Stock: Terry L. Lay: 67,500; Edward C. Emma: 57,500 Herbert A. Trucksess, III: 57,500; Jacqueline F.Woods: 57,500; Jonathan J. Ledecky: 67,500; A. Jacqueline Dout: 52,500, and David J. Vander Zanden: 608,300.(2)In June 2012, each non-employee director received 6,500 NSUs, which would have fully vested as of June 15, 2013. 113COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONNo member of the Compensation Committee during fiscal 2013, had ever been an officer of School Specialty or any of the Company’s subsidiaries, andnone of the Company’s executive officers served on the compensation committee or the board of directors of any company of which any of the Company’sdirectors is an executive officer. Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Name and Address of Beneficial Owner Amount and Nature ofBeneficial Ownership Percent ofOutstanding Shares(10) Michael P. Lavelle (1) 0 * David N. Vander Ploeg (1) 0 * Patrick T. Collins (1) 0 * Justin Lu (1) 0 * Madhu Satyanarayana (1) 0 * James R. Henderson (1) 0 * All executive officers and directors as a group (1) 0 * Zazove Associates, LLC (2)(3)Zazove Associates, Inc.Gene T. Pretti1001 Tahoe Blvd.Incline Village, NV 89451 313,598 31.4% J. Goldman Master Fund, L.P.(2)(4)Palm Grove House, Box 438Road Town, TortolaBritish Virgin IslandsJ. Goldman & Co., L.P.J. Goldman Capital Management, Inc.Jay G. Goldman510 Madison AvenueNew York, NY 10022 88,698 8.9% Steel Excel Inc. (2)(5)1133 Westchester Avenue, Suite N222White Plains, NY 10604Steel Partners Holdings L.P.SPH Group LLCSPH Group Holdings LLCSteel Partners Holdings GP Inc.590 Madison Avenue, 32 FloorNew York, NY 10022 75,593 7.6% Wolverine Flagship Fund Trading Limited (2)(6)Wolverine Asset Management, LLCWolverine Holdings, L.P.Wolverine Trading Partners, Inc.Christopher L. GustRobert R. Bellick175 West Jackson Blvd., Suite 200Chicago, IL 60604 74,489 7.4% 114ndName and Address of Beneficial Owner Amount and Nature ofBeneficial Ownership Percent ofOutstanding Shares(10) Davis Selected Advisers, L.P. (2)(7)Davis Appreciation & Income Fund2949 East Elvira Road, Suite 101Tuscon, AZ 85756 71,383 7.1% BulwarkBay Investment Group LLC (2)(8)Craig Carlozzic/o BulwarkBay Investment Group LLC15 Broad Street, 4th FloorBoston, Massachusetts 02109Bulwark Bay Credit Opportunities Master Fund Ltdc/o Ogier Fiduciary Services (Cayman) Limited89 Nexus WayCamana BayGrand Cayman KY1-9007Cayman Islands 65,226 6.5% Scoggin International Fund, Ltd. (2)(9)Scoggin Worldwide Fund, Ltd.c/o Mourant Cayman Nominees, Ltd.Third Floor, Harbour CentreP.O. Box 1348Grand Cayman Ky1-1108, Cayman IslandsScoggin Capital Management II LLCScoggin LLCOld Bellows Partners LPOld Bell Associates LLCA. Dev ChodryCraig EffronCurtis Schenker660 Madison AvenueNew York, New York 10065 59,987 6.0% *Less than 1% of the outstanding common stock.(1)On the Effective Date, all outstanding equity interests of the pre-reorganization Company, including all stock options and other equity interests,outstanding prior to the Effective Date were canceled.(2)On the Effective Date, the Company reincorporated in Delaware and issued a total of 1,000,004 shares of common stock of the reorganized Company toholders of certain allowed claims against the Debtors in exchange for such claims.(3)The parties have filed a Schedule 13D with the SEC reporting that as of June 11, 2013, they beneficially owned and had sole voting and dispositivepower over 313,598 shares of common stock.(4)The parties have filed a Schedule 13D with the SEC reporting that as of June 11, 2013, the parties beneficially owned 88,698 shares of common stock,of which 1,828 shares (the “Managed Shares”) were held in an account managed by Old Bellows Partners LP (“Old Bellows”), an affiliate of ScogginLLC. As of June 11, 2013, the parties had sole voting and dispositive power over 86,870 shares and shared voting and dispositive power over theManaged Shares with Old Bellows. According to the filing, J. Goldman & Co., L.P. (“JGC”) serves as a portfolio management company and investmentadviser to J. Goldman Master Fund, L.P. (“Master Fund”), J. Goldman Capital Management, Inc. (“JGCM”) serves as the general partner of JGC andJay G. Goldman serves as the President of JGC and sole director of JGCM. As a result of such relationships, each of JGC, JGCM and Mr. Goldmanmay be deemed to beneficially own the shares of common stock owned by Master Fund. 115(5)The parties have filed a Schedule 13D with the SEC reporting that as of June 11, 2013, the parties had shared voting and dispositive power over75,593 shares of common stock. SPH Group Holdings LLC (“SPHG Holdings”) owns 51% of the outstanding shares of common stock of Steel ExcelInc.; Steel Partners Holdings L.P. (“Steel Holdings”) owns 99% of the membership interests of SPH Group LLC (“SPHG”); SPHG is the sole memberof SPHG Holdings and the manager of SPHG Holdings; Steel Partners Holdings GP Inc. (“Steel Holdings GP”) is the general partner of Steel Holdings.Accordingly, each of SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP may be deemed to beneficially own shares of common stockdirectly owned by Steel Excel Inc.; however, each of SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP disclaims beneficial ownership ofthe 75,593 shares except to the extent of their pecuniary interest therein.(6)The parties filed a Schedule 13G with the SEC on June 21, 2013. According to the report, as of June 11, 2013, Wolverine Flagship Fund TradingLimited (the “Fund”) beneficially owned 74,489 shares of common stock and all of the parties share voting and dispositive power over the shares.Wolverine Asset Management, LLC (“WAM”) is the investment manager of the Fund; Wolverine Holdings, L.P. (“Wolverine Holdings”) is the solemember and manager of WAM; Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”). Eachof Mr. Bellick, Mr. Gust, WTP, Wolverine Holdings and WAM disclaims beneficial ownership of the shares.(7)The parties have filed a Schedule 13G with the SEC reporting that as of June 28, 2013, Davis Selected Advisers, L.P. (“Davis Advisers”) had solevoting and dispositive power over 71,383 shares of common stock and Davis Appreciation & Income Fund had shared voting and dispositive powerover 69,205 shares of common stock. Davis Advisers is a registered investment adviser. According to the filing, all of the securities covered by thereport are owned by Davis Advisers investment advisory clients and Davis Advisers disclaims beneficial ownership of such securities.(8)The parties filed a Schedule 13G with the SEC reporting that as of June 11, 2013, the parties beneficially owned and had shared voting and dispositivepower over 65,226 shares of common stock.(9)The parties filed a Schedule 13G with the SEC reporting that as of June 11, 2013, Craig Effron and Curtis Schenker beneficially owned and hadshared voting and dispositive power over 59,987 shares of common stock; Scoggin LLC beneficially owned 59,987 shares of common stock ofwhich it had sole voting and dispositive power over 39,817 shares and shared voting and dispositive power over 20,170 shares; Scoggin InternationalFund, Ltd. beneficially owned and had sole voting and dispositive power over 21,124 shares of common stock; A. Dev Chodry, Old Bellows PartnersLP and Old Bell Associates LLC each beneficially owned and had shared voting and dispositive power over 20,170 shares of common stock; ScogginCapital Management II LLC beneficially owned and had sole voting and dispositive power over 18,693 shares of common stock; Scoggin WorldwideFund, Ltd. beneficially owned and had sole voting and dispositive power over 18,342.(10)Based on 1,000,004 shares of common stock outstanding as of June 11, 2013.EQUITY COMPENSATION PLAN INFORMATIONThe following table sets forth certain information as of April 27, 2013 regarding shares of our common stock outstanding and available for issuanceunder our equity compensation plans – the Amended and Restated School Specialty, Inc. 1998 Stock Incentive Plan (the “1998 Plan”), the 2002 StockIncentive Plan (the “2002 Plan”) and the 2008 Equity Incentive Plan (the “2008 Plan” and together with the 1998 Plan and the 2008 Plan, the “Equity Plans”).Pursuant to the Reorganization Plan, on the Effective Date, all of the Equity Plans and related agreements evidencing awards granted under the EquityPlans were terminated.Prior to its termination, under the 2008 Plan, we were permitted to grant stock options and other awards from time to time to employees, consultants,advisors and independent contractors of School Specialty and its subsidiaries, as well as non-employee directors and officers of School Specialty. Noadditional options were permitted to be granted under the 1998 Plan since its expiration on June 8, 2008, or under the 2002 Plan, since its expiration onJune 11, 2012. The 1998 Plan was approved by the Company’s shareholders on August 29, 2000 and the 2002 Plan was approved by the shareholders onAugust 27, 2002. An amended and restated version of the 1162002 Plan was approved by the shareholders on August 29, 2007. The 2008 Plan was approved by the shareholders on August 19, 2008. Plan Category Number of Securities to beIssued Upon Exercise ofOutstanding Options,Warrants and Rights (3) Weighted-AverageExercise Price ofOutstanding Options,Warrants and Rights (4) Number of SecuritiesRemaining Available forFuture Issuance UnderEquity CompensationPlans (Excluding SecuritiesReflected in First Column) Equity compensation plans approved bysecurity holders (1) 2,340,325 $20.93 573,075 Equity compensation plans not approved bysecurity holders (2) 255,000 $3.10 0 Total 2,595,325 $19.18 573,075 (1)The aggregate number of shares of common stock authorized for issuance under the 2008 Plan was 2,000,000 shares, which were permitted to betreasury shares or authorized but unissued shares of common stock, or a combination of the two, and up to 1,500,000 of which were permitted to begranted in the form of incentive stock options. No individual was allowed receive options or stock appreciation rights for more than 250,000 shares inthe aggregate during any calendar year. Additionally, no individual was allowed to receive non-vested stock units, or “NSUs,” for more than 80,000shares in the aggregate during any calendar year.(2)Amount shown represents shares subject to stock options awarded to Mr. Lavelle, Mr. Hughes and Ms. Pepper-Miller which, due to limitations underthe 2008 Plan, were made as inducement grants.(3)Amounts shown include 12,848 shares subject to NSUs awarded to executive officers, and 14,100 shares subject to NSUs granted to directors.(4)Prices shown do not include shares subject to unvested NSUs. Item 13.Certain Relationships and Related Transactions, and Director IndependenceRelated Party TransactionsThe Company’s Audit Committee Charter provides that the responsibilities of the Audit Committee include a review and approval of all related partytransactions with directors, executive officers, persons that are beneficial owners of more than 5% of the Company’s common stock (“5% Holders”),members of their family and persons or entities affiliated with any of them. While the Audit Committee Charter does not provide specific procedures as to thereview of related party transactions, the Audit Committee requires management to present to it at each quarterly meeting the details of any such transactions,and any such transactions are subject to review and evaluation by the Audit Committee based on the specific facts and circumstances of each transaction.Each of the transactions described below occurred in connection with the Company’s Chapter 11 bankruptcy proceedings and were approved by theCompany’s Board of Directors or were in accordance with the Reorganization Plan.AD Hoc DIP AgreementAs discussed above under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, on February 27, 2013,the Company entered into the Ad Hoc DIP Agreement by and among the Company, certain of its subsidiaries, U.S. Bank National Association, asAdministrative Agent and Collateral Agent and the lenders party thereto, which included certain of the 5% Holders and their affiliates. The Ad Hoc DIPFacility provided for a revolving credit facility of up to $155 million. As discussed above, on the Effective Date, in accordance with the Reorganization Plan,the Ad Hoc DIP Agreement was terminated. Each 117lender under the Ad Hoc DIP Agreement, including each of the 5% Holders and certain of their affiliates, received its pro rata share of the 65% of the shares ofcommon stock of the reorganized Company that were distributed to the DIP lenders as of the Effective Date.Convertible Subordinated DebenturesAs discussed above, on the Effective Date, in accordance with the Reorganization Plan, the 2011 Debentures were canceled and the indenture underwhich the 2011 Debentures were issued was terminated. Each holder of the 2011 Debentures, including each of the 5% Holders and certain of their affiliates,received its pro rata share of the 35% of the shares of common stock of the reorganized Company allocated for such purpose.New Term Loan Credit AgreementAs discussed under above under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, on June 11, 2013,the Company entered into the New Term Loan Credit Agreement by and among the Company, Credit Suisse AG, as Administrative Agent and CollateralAgent, and the lenders party thereto.Under the New Term Loan Credit Agreement, the lenders agreed to make a term loan to the Company in aggregate principal amount of $145 million.The table below summarizes the commitment amount under the New Term Loan Credit Agreement of each of the 5% Holders and their affiliates that wereparties thereto. Lender Commitment Amount Zazove Aggressive Growth Fund, L.P. $2,700,000 Zazbond Master LLC 550,000 Zazove Convertible Securities Fund, Inc. 1,450,000 Zazove High Yield Convertible Securities Fund, L.P. 675,000 Steel Excel Inc. 10,000,000 Bulwarkbay Credit Opportunities 5,000,000 Director IndependenceIt was determined by the Board of Directors that as of August 1, 2013, Messrs. Satyanarayana and Lu were considered “independent” under the listingstandards of NASDAQ without regard to the heightened independence standards for audit committee members with respect to Mr. Lu. Messrs. Henderson andLavelle were determined not be independent and are considered inside directors. Item 14.Principal Accountant Fees and Services.Fees Paid to Independent AuditorsThe following table presents fees for audit services rendered by Deloitte & Touche LLP for the audit of the Company’s annual consolidated financialstatements for the fiscal years 2013 and 2012, and fees billed by Deloitte & Touche for other services rendered during the same periods. Type of Fees Fiscal 2013 Fiscal 2012 Audit Fees $900,000 $789,246 Audit-Related Fees 15,157 30,500 Tax Fees 184,620 373,723 All Other Fees 0 0 Total $1,099,777 $1,193,469 118In the above table, “audit fees” are fees the Company paid Deloitte for professional services for the audit of the Company’s consolidated financialstatements included in its annual report on Form 10-K and the review of financial statements included in its quarterly reports on Form 10-Q, or for servicesthat are normally provided by the accountant in connection with statutory and regulatory filings or engagements. Services related to School Specialty’scompliance with Section 404 of the Sarbanes-Oxley Act of 2002 are included in audit fees for fiscal 2012. “Audit-related fees” are fees billed by Deloitte forassurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. Audit-relatedservices for fiscal 2013 included work related to the Company’s response to a SEC comment letter. “Tax fees” are fees for tax compliance, tax advice and taxplanning. Tax-related services for fiscal 2013 and fiscal 2012 included tax return preparation and consulting.The Audit Committee pre-approves all audit and non-audit work, including tax compliance and tax consulting, performed by Deloitte. However, theAudit Committee has delegated the approval of one category of non-audit services, post-closing accounting services related to School Specialty’s futureacquisitions and dispositions, to the Chairman in the event it is not administratively expedient for the full Audit Committee to approve and authorize suchservices. In such case, the Chairman is required to make a report to the full Audit Committee at its next meeting. All audit and non-audit services provided byDeloitte during fiscal 2013 were pre-approved by the Audit Committee.In performing all of the functions described above, the Audit Committee acts only in an oversight capacity. The Audit Committee does not complete itsreviews of the matters described above prior to the Company’s public announcements of financial results and, necessarily, in its oversight role, the AuditCommittee relies on the work and assurances of the Company’s management, which has the primary responsibility for the Company’s financial statementsand reports and internal control over financial reporting, and of the independent auditors, who, in their report, express an opinion on the conformity of theCompany’s annual financial statements to accounting principles generally accepted in the United States. 119PART IV Item 15.Exhibits and Financial Statement Schedules (a)(1)Financial Statements (See Part II, Item 8).Consolidated Financial StatementsReport of Independent Registered Public Accounting FirmConsolidated Balance Sheets as of April 27, 2013 and April 28, 2012Consolidated Statements of Operations for the fiscal years ended April 27, 2013, April 28, 2012 and April 30, 2011Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended April 27, 2013, April 28, 2012 and April 30, 2011Consolidated Statements of Shareholders’ Equity (Deficit) for the fiscal years ended April 27, 2013, April 28, 2012 and April 30, 2011Consolidated Statements of Cash Flows for the fiscal years ended April 27, 2013, April 28, 2012 and April 30, 2011Notes to Consolidated Financial Statements(a)(2) Financial Statement Schedule (See Exhibit 99.1).Schedule for the fiscal years ended April 27, 2013, April 28, 2012 and April 30, 2011: Schedule II – Valuation and Qualifying Accounts.(a)(3) Exhibits.See (b) below(b) Exhibits.See the Exhibit Index, which is incorporated by reference herein(c) Financial Statements Excluded from Annual Report to Shareholders.Not applicable 120SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized, on August 7, 2013. SCHOOL SPECIALTY, INC.By: /s/ Michael P. Lavelle Michael P. LavellePresident and Chief Executive Officer(Principal Executive Officer)Each person whose signature appears below hereby constitutes and appoints Michael P. Lavelle and David N. Vander Ploeg, and each of them, as his orher true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his or her behalf individually and in the capacity stated below and toperform any acts necessary to be done in order to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibitsthereto and all other documents in connection therewith and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, orhis substitutes, shall do or cause to be done by virtue thereof.Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant andin the capacities and on the dates indicated below. Name Title Date/s/ Michael P. Lavelle Michael P. Lavelle President and Chief Executive Officerand Director (Principal ExecutiveOfficer) August 7, 2013/s/ David N. Vander Ploeg David N. Vander Ploeg Executive Vice President and ChiefFinancialOfficer (Principal Financial andAccounting Officer) August 7, 2013/s/ James R. Henderson James R. Henderson Chairman of the Board August 7, 2013/s/ Justin Lu Justin Lu Director August 7, 2013/s/ Madhu Satyanarayana Madhu Satyanarayana Director August 7, 2013 121INDEX TO EXHIBITS ExhibitNumber Document Description 2.1 Plan of Merger entered into between School Specialty, Inc. a Wisconsin corporation and SSI Merger Sub Inc., a Delaware corporation, datedas of June 11, 2013, incorporated herein by reference to Exhibit 2.1 to School Specialty, Inc.’s Current Report on Form 8-K filed June 17,2013. 3.1 Amended and Restated Certificate of Incorporation of School Specialty, Inc., as filed on June 11, 2013, incorporated herein by reference toExhibit 3.1 to Amendment No. 1 to the Registration Statement on Form 8-A of School Specialty, Inc. filed June 11, 2013. 3.2 Bylaws of School Specialty, Inc., dated June 11, 2013, incorporated herein by reference to Exhibit 3.2 to Amendment No. 1 to the Registration Statement on Form 8-A of School Specialty, Inc. filed June 11, 2013.10.1* Employment Agreement dated November 5, 2002, effective September 1, 2002, between David J. Vander Zanden and School Specialty, Inc.,incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended October 26,2002.10.2* Employment agreement dated December 6, 2005 between Steven Korte and School Specialty, Inc., incorporated herein by reference to Exhibit10.2 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended July 29, 2006.10.3* Employment agreement dated April 21, 2008 between David Vander Ploeg and School Specialty, Inc., incorporated herein by reference toExhibit 10.1 of School Specialty, Inc.’s Current Report on Form 8-K dated April 16, 2008.10.4* Amendment to Employment Agreement for David J. Vander Zanden, incorporated herein by reference to Exhibit 10.1 of School Specialty,Inc.’s Quarterly Report on Form 10-Q for the period ended January 24, 2009.10.5* Amendment to Employment Agreement for David N. Vander Ploeg, incorporated herein by reference to Exhibit 10.3 of School Specialty, Inc.’sQuarterly Report on Form 10-Q for the period ended January 24, 2009.10.6* Amendment to Employment Agreement for Steven F. Korte, incorporated herein by reference to Exhibit 10.4 of School Specialty, Inc.’sQuarterly Report on Form 10-Q for the period ended January 24, 2009.10.7 Agreement between School Specialty, Inc. and MSD Capital, L.P., dated as of April 11, 2006, incorporated by reference to Exhibit 10.1 ofSchool Specialty’s Current Report on Form 8-K dated April 11, 2006.10.8* Employment agreement dated March 15, 2010 between Richmond Y. Holden and School Specialty, Inc., incorporated herein by reference toExhibit 10.1 of School Specialty, Inc.’s Current Report on Form 8-K dated March 5, 2010.10.11* Employment Agreement between School Specialty, Inc. and Michael P. Lavelle dated as of January 12, 2012, incorporated herein by referenceto Exhibit 10.1 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended January 28, 2012.10.12* Stock Option Agreement (Inducement Option) between School Specialty, Inc. and Michael P. Lavelle dated as ofJanuary 12, 2012, incorporated herein by reference to Exhibit 10.2 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the periodended January 28, 2012. 122ExhibitNumber Document Description10.13* Stock Option Agreement (Plan Option) between School Specialty, Inc. and Michael P. Lavelle dated as of January12, 2012, incorporated herein by reference to Exhibit 10.3 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period endedJanuary 28, 2012.10.14* Restricted Stock Agreement between School Specialty, Inc. and Michael P. Lavelle dated as of January 12, 2012, incorporated by reference toSchool Specialty, Inc.’s Current Report on Form 8-K dated as of January 12, 2012.10.15* Separation Agreement dated as of March 29, 2012 between School Specialty, Inc. and Steven F. Korte incorporated herein by reference toExhibit 99.1 of School Specialty, Inc.’s Current Report on Form 8-K filed April 17, 2012.10.16* Separation Agreement dated as of April 4, 2012 between School Specialty, Inc. and Rachel P. McKinney incorporated herein by reference toExhibit 99.1 of School Specialty, Inc.’s Current Report on Form 8-K filed April 12, 2012.10.17* Employment Agreement dated as of April 2, 2012 between School Specialty, Inc. and Gerald T. Hughes, incorporated herein by reference toExhibit 10.22 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.10.18* Stock Option Agreement (Time-based Inducement Option) between School Specialty, Inc. and Gerald T. Hughes, incorporated herein byreference to Exhibit 10.23 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.10.19* Stock Option Agreement (Performance-based Inducement Option) between School Specialty, Inc. and Gerald T. Hughes, incorporated hereinby reference to Exhibit 10.24 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.10.20* Employment Agreement dated as of April 2, 2012 between School Specialty, Inc. and Kathryn Pepper-Miller, incorporated herein by referenceto Exhibit 10.25 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.10.21* Stock Option Agreement (Time-based Inducement Option) between School Specialty, Inc. and Kathryn Pepper-Miller, incorporated herein byreference to Exhibit 10.26 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.10.22* Stock Option Agreement (Performance-based Inducement Option) between School Specialty, Inc. and Kathryn Pepper-Miller, incorporatedherein by reference to Exhibit 10.27 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.10.23* Form of named-executive officer NSU agreement under the Amended and Restated School Specialty, Inc. 2002 Stock Incentive Plan,incorporated herein by reference to Exhibit 10.28 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28,2012.10.24 Senior Secured Super Priority Debtor-in-Possession Credit Agreement dated as of January 31, 2013 by and among School Specialty, Inc.,certain of its subsidiaries, Bayside Finance, LLC (as Administrative Agent and Collateral Agent), and the lenders party thereto.10.25 Security and Pledge Agreement among the Grantors set forth therein and Bayside Finance, LLC, dated as of January 31, 2013.10.26 Asset Purchase Agreement, dated as of January 28, 2013 by and among the Company, certain of its subsidiaries and Bayside SchoolSpecialty, LLC.10.27 Amended and Restated Asset Purchase Agreement dated February 14, 2013 by and among the Company, certain of its subsidiaries andBayside School Specialty, LLC. 123ExhibitNumber Document Description10.28 Debtor-in-Possession Credit Agreement dated as of January 31, 2013 by and among Wells Fargo Capital Finance, LLC, as AdministrativeAgent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner, and GE Capital Markets, Inc., as Co-Collateral Agent, Co-LeadArranger and Joint Book Runner and Syndication Agent, General Electric Capital Corporation, as Syndication Agent, the lenders partythereto, School Specialty, Inc. and certain of its subsidiaries.10.29 Guaranty and Security Agreement among the Grantors set forth therein and Wells Fargo Capital Finance, LLC, dated as of January 31, 2013.10.30 Amendment No. 1 to Debtor-in-Possession Credit Agreement dated as of February 27, 2013 by and among Wells Fargo Capital Finance,LLC, as Administrative Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner, and GE Capital Markets, Inc., as Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner and Syndication Agent, General Electric Capital Corporation, as SyndicationAgent, the lenders party thereto, School Specialty, Inc. and certain of its subsidiaries, incorporated herein by reference to Exhibit 10.4 ofSchool Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended January 26, 2013.10.31 Amendment No. 2 to Debtor-in-Possession Credit Agreement dated as of April 12, 2013 by and among Wells Fargo Capital Finance, LLC, asAdministrative Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner, and GE Capital Markets, Inc., as Co-Collateral Agent,Co-Lead Arranger and Joint Book Runner and Syndication Agent, General Electric Capital Corporation, as Syndication Agent, the lendersparty thereto, School Specialty, Inc. and certain of its subsidiaries.10.32 Amendment No. 3 to Debtor-in-Possession Credit Agreement dated as of April 23, 2013 by and among Wells Fargo Capital Finance, LLC, asAdministrative Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner, and GE Capital Markets, Inc., as Co-Collateral Agent,Co-Lead Arranger and Joint Book Runner and Syndication Agent, General Electric Capital Corporation, as Syndication Agent, the lendersparty thereto, School Specialty, Inc. and certain of its subsidiaries.10.33 Offer letter by and between School Specialty, Inc. and Patrick T. Collins, dated August 16, 2012.10.34 Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of February 27, 2013 by and among School Specialty, Inc.,certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent, and the lenders party thereto.10.35 Security and Pledge Agreement dated as of February 27, 2013 by and among School Specialty, Inc., U.S. Bank National Association, et al.10.36 Amendment No. 1 to Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of April 12, 2013 by and among SchoolSpecialty, Inc., certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent, and the lendersparty thereto.10.37 Amendment No. 2 to Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of May 3, 2013 by and among SchoolSpecialty, Inc., certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent, and the lendersparty thereto.10.38 Amendment No. 3 to Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of May 21, 2013 by and among SchoolSpecialty, Inc., certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent, and the lendersparty thereto.10.39 Loan Agreement, dated June 11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, certain lendersparty thereto, and Bank of America, N.A. as agent.10.40 Credit Agreement, dated June 11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, certain lendersparty thereto, and Credit Suisse AG, as Administrative Agent and Collateral Agent. 124ExhibitNumber Document Description10.41 Guarantee and Collateral Agreement dated as of June 11, 2013, among School Specialty, Inc., the guarantors party thereto, and Bank ofAmerica, N.A.10.42 Guarantee and Collateral Agreement dated as of June 11, 2013, among School Specialty, Inc., the guarantors party thereto, and Credit SuisseAG, as Collateral Agent.10.43 Credit Agreement dated as of May 22, 2012 among School Specialty, Inc. and the guarantors and lenders named therein, incorporated hereinby reference to Exhibit 10.1 of School Specialty, Inc.’s Current Report on Form 8-K dated as May 25, 2012.10.44 Guaranty and Security Agreement dated May 22, 2012 among School Specialty, Inc. and the Grantors set forth therein and Wells FargoCapital Finance, LLC, incorporated herein by reference to Exhibit 10.2 of School Specialty, Inc.’s Current Report on Form 8-K dated as ofMay 25, 2012.10.45 Credit Agreement dated as of May 22, 2012 among School Specialty, Inc. and Bayside Finance, LLC, incorporated by reference to Exhibit10.3 the Company’s Current Report on Form 8-K dated as of May 25, 2012.10.46 Security and Pledge Agreement dated as of May 22, 2012 by and among School Specialty, Inc. and Bayside Finance, LLC, incorporatedherein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated as of May 25, 2012. 14.1 School Specialty, Inc. Code of Business Conduct/Ethics dated February 17, 2004, incorporated herein by reference to Exhibit 14.1 of SchoolSpecialty, Inc.’s Annual Report on Form 10-K for the period ended April 24, 2004. 21.1 Subsidiaries of School Specialty, Inc. 31.1 Rule13a-14(a)/15d-14(a) Certification, by Chief Executive Officer. 31.2 Rule13a-14(a)/15d-14(a) Certification, by Chief Financial Officer. 32.1 Section 1350 Certification by Chief Executive Officer. 32.2 Section 1350 Certification by Chief Financial Officer. 99.1 Schedule II—Valuation and Qualifying Accounts. 101 The following materials from School Specialty, Inc’s. Annual Report on Form 10-K for the year ended April 27, 2013 are furnished herewith,formatted in XBRL (Extensive Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statement ofOperations, (iii) the Consolidated Statement of Comprehensive Income (Loss), (iv) the Consolidated Statements of Shareholders’ Equity(Deficit), (v) the Consolidated Statement of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text. *Management contract or compensatory plan or arrangement. 125Exhibit 10.24Execution Version SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSIONCREDIT AGREEMENTDated as of January 31, 2013amongSCHOOL SPECIALTY, INC.,CLASSROOMDIRECT.COM, LLC,DELTA EDUCATION, LLC,SPORTIME, LLC,CHILDCRAFT EDUCATION CORP.,BIRD-IN-HAND WOODWORKS, INC.,CALIFONE INTERNATIONAL, INC.,andPREMIER AGENDAS, INC.,as Borrowers,SELECT AGENDAS, CORP.,FREY SCIENTIFIC, INC.,andSAX ARTS & CRAFTS, INC.,as Guarantors,THE LENDERS,as defined herein,andBAYSIDE FINANCE, LLC,as Administrative Agent and as Collateral Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Payments 33 ARTICLE II CREDIT FACILITIES 33 Section 2.1. Revolving Commitments 33 Section 2.2. Procedures for Revolving Loans 33 Section 2.3. Interest 34 Section 2.4. Setting and Notice of Rates 34 Section 2.5. Repayment of Loans; Representations; Joint and Several Liability 34 Section 2.6. Notes 36 Section 2.7. Fees 36 Section 2.8. Use of Proceeds 36 Section 2.9. Prepayments; Apportionment and Application 36 Section 2.10. Payments 38 Section 2.11. Taxes 41 Section 2.12. Increased Costs; Capital Adequacy; Funding Exceptions 44 Section 2.13. Funding Losses 46 Section 2.14. Right of Lenders to Fund through Other Offices 46 Section 2.15. Discretion of Lenders as to Manner of Funding 47 Section 2.16. Conclusiveness of Statements; Survival of Provisions 47 Section 2.17. Protective Advances 47 Section 2.18. Maximum Interest 47 Section 2.19. Defaulting Lenders 48 ARTICLE III CONDITIONS OF LENDING 48 Section 3.1. Conditions Precedent to the Closing Date 48 Section 3.2. Additional Conditions Precedent to each Loan 51 ARTICLE IV REPRESENTATIONS AND WARRANTIES 52 Section 4.1. Existence and Power; Good Standing; Compliance with Law 52 Section 4.2. Authorization for Borrowings; No Conflict as to Law or Agreements 52 Section 4.3. Legal Agreements 53 Section 4.4. Group Members; Subsidiaries; Equity Interests 53 Section 4.5. Financial Condition; No Adverse Change; No Restricted Payments 53 Section 4.6. Litigation 54 Section 4.7. Margin Regulations 54 Section 4.8. Taxes 54 Section 4.9. Titles and Liens; Letters of Credit 54 Section 4.10. Employee Benefits Plans 55 Section 4.11. Default; Affiliate Transactions; Material Contracts 55 Section 4.12. Environmental Compliance 56 iSection 4.13. [Reserved] 57 Section 4.14. Real Estate 57 Section 4.15. Deposit Accounts and Securities Accounts 57 Section 4.16. Labor Relations 58 Section 4.17. Relevant Jurisdictions 58 Section 4.18. Intellectual Property 58 Section 4.19. Ownership 58 Section 4.20. Restrictions on Subsidiaries 59 Section 4.21. Insurance 59 Section 4.22. Schedules 59 Section 4.23. Anti-Terrorism Laws 59 Section 4.24. [Reserved] 59 Section 4.25. Surety Obligations 59 Section 4.26. Brokers 60 Section 4.27. Burdensome Contracts 60 Section 4.28. Not a Regulated Entity 60 Section 4.29. Payables Practices 60 Section 4.30. Criminal Charges 60 Section 4.31. Commodity Hedging 60 Section 4.32. Complete Disclosure 60 Section 4.33. Survival of Representations and Warranties 61 Section 4.34. Reorganization Matters 61 ARTICLE V AFFIRMATIVE COVENANTS 61 Section 5.1. Reporting Requirements 61 Section 5.2. Books and Records; Inspection and Examination; Appraisals 67 Section 5.3. Compliance with Laws 68 Section 5.4. Payment of Taxes and Other Claims; Environmental Compliance Payments 68 Section 5.5. Maintenance of Properties; Material Contracts 69 Section 5.6. Insurance 69 Section 5.7. Preservation of Existence 70 Section 5.8. Subsidiaries 70 Section 5.9. Permits 71 Section 5.10. Lender Group Meetings 71 Section 5.11. Real Estate 71 Section 5.12. Deposit Accounts and Securities Accounts; Cash Management 71 Section 5.13. Inventory Sold on Consignment 72 Section 5.14. Further Assurances 72 Section 5.15. ERISA Compliance 73 Section 5.16. [Reserved] 73 Section 5.17. [Reserved] 73 Section 5.18. Milestones 73 Section 5.19. Chief Restructuring Officer 73 iiARTICLE VI NEGATIVE COVENANTS 74 Section 6.1. Liens 74 Section 6.2. Debt; Surety Bonds 74 Section 6.3. Investments 74 Section 6.4. Restricted Payments; Payments on Subordinated Debt and Other Debt 75 Section 6.5. Sale or Transfer of Assets; Suspension of Business Operations 76 Section 6.6. Restrictions on Issuance and Sale of Subsidiary Stock; Agreements Binding on Subsidiaries 77 Section 6.7. Consolidation, Dissolution, Amalgamation and Merger; Fundamental Changes; Asset Acquisitions; Officer Appointments 77 Section 6.8. Restrictions on Nature of Business 77 Section 6.9. Prohibition of Entering into Negative Pledge Arrangements 78 Section 6.10. Accounting 78 Section 6.11. Hazardous Substances 78 Section 6.12. Transactions with Affiliates 78 Section 6.13. No Amendments of Organization Documents, Material Contracts or ABL DIP Credit Documents 79 Section 6.14. No Sale-Leaseback Transactions 80 Section 6.15. Anti-Terrorism Laws 80 Section 6.16. Total Outstanding ABL DIP Amount 80 Section 6.17. [Reserved] 80 Section 6.18. [Reserved] 80 Section 6.19. [Reserved] 80 Section 6.20. [Reserved] 80 Section 6.21. [Reserved] 80 Section 6.22. [Reserved] 80 Section 6.23. Inventory at Bailees 80 Section 6.24. Maximum ABL Outstandings 80 Section 6.25. Proceeds of Term and Revolving Loan Priority Collateral 81 Section 6.26. Select Agendas Legal Opinion 81 Section 6.27. Premier School Agendas Investments 81 Section 6.28. Chapter 11 Claims 81 Section 6.29. Prohibited Use of Proceeds 81 Section 6.30. Amendments to the DIP Order 82 Section 6.31. Variance Test 82 ARTICLE VII EVENTS OF DEFAULT; RIGHTS AND REMEDIES 83 Section 7.1. Events of Default 83 Section 7.2. Rights and Remedies 88 ARTICLE VIII AGREEMENT AMONG LENDERS AND AGENT 89 Section 8.1. Authorization; Powers 89 Section 8.2. Application of Proceeds 91 Section 8.3. Exculpation 92 Section 8.4. Use of the term “Agent” 92 Section 8.5. Reimbursement for Costs and Expenses 92 iiiSection 8.6. Payments Received Directly by Lenders 92 Section 8.7. Indemnification 93 Section 8.8. Agent and Affiliates 93 Section 8.9. Credit Investigation 93 Section 8.10. Defaults 93 Section 8.11. Obligations Several 93 Section 8.12. Sale or Assignment; Addition of Lenders 94 Section 8.13. Participation 95 Section 8.14. Withholding Tax Exemption 96 Section 8.15. Agent’s Counsel 96 Section 8.16. Obligor not a Beneficiary or Party 96 Section 8.17. Administrative Agent and Collateral Agent May Delegate Duties 97 Section 8.18. Collateral Matters 97 Section 8.19. Agency for Perfection 97 Section 8.20. Field Audits and Examinations; Confidentiality; Disclaimers by Lenders 98 Section 8.21. Successor Agent 98 ARTICLE IX GUARANTY 99 Section 9.1. Guaranty 99 Section 9.2. Special Provisions Applicable to Additional Guarantors 102 Section 9.3. Maximum Liability of Obligors 102 Section 9.4. Contribution Rights, Etc. 103 ARTICLE X MISCELLANEOUS 104 Section 10.1. No Waiver; Cumulative Remedies 104 Section 10.2. Amendments, Requested Waivers, Etc. 104 Section 10.3. Notices and Distributions 105 Section 10.4. Agent Expenses 106 Section 10.5. Costs and Expenses; Indemnification 106 Section 10.6. Execution in Counterparts 107 Section 10.7. Governing Law; Jurisdiction; Waiver of Jury Trial; Waiver of Special, Direct, or Consequential Damages 108 Section 10.8. Integration; Inconsistency 108 Section 10.9. Agreement Effectiveness 108 Section 10.10. Advice from Independent Counsel 108 Section 10.11. Binding Effect; No Assignment by Borrower; Third Party Beneficiary 109 Section 10.12. Confidentiality 109 Section 10.13. Severability of Provisions 110 Section 10.14. Senior Debt 110 Section 10.15. Release of Carson-Dellosa Equity 110 Section 10.16. USA Patriot Act 110 Section 10.17. Administrative Borrower as Agent for Borrower 110 Section 10.18. Intercreditor Agreement 110 Section 10.19. Conflict 111 ivExhibits and SchedulesExhibits: A Compliance CertificateB Variance Report CertificateC Guaranty SupplementD Notice of BorrowingE Security AgreementF Intercompany Subordination and Payment AgreementG Assignment CertificateH Approved BudgetSchedules: 1.1.1 Revolving Commitment4.1 Permits4.4 —Part A Group Members4.4 — Part B Outstanding Options4.4 — Part C List of Acquisitions and Mergers4.5 Agreed Restricted Payments4.6 Litigation4.8 Taxes4.9 Letters of Credit4.10 ERISA Plans4.11 — Part A Material Contracts — Agreements with Affiliates4.11 — Part B Material Contracts4.11 — Part C Material Contracts — Exceptions4.12 Environmental Compliance4.14(a) — Part A Owned Real Property and Leased Real Property4.14(a) — Part B Leases affecting Owned Real Property or Leased Real Property4.14(b) — Part A Defaults Under Leases Under Which a Borrower is the Tenant or Subtenant4.14(b) — Part B Defaults Under Leases Under Which a Borrower is the Landlord or Sublessor4.14(c) Inventory/Equipment Location4.15 Deposit Accounts and Securities Accounts4.16A Labor Complaints; Etc.4.16B Union Matters4.17 Relevant Jurisdictions4.18 Intellectual Property4.19 Ownership4.21 Insurance4.26 Brokers4.27 Restrictive Agreements4.30 Criminal Charges5.12 Acceptable Cash Management System5.18 Milestones6.1 Permitted Liens6.2 Permitted Debt6.2 — Part A Non-Affiliated Debt v6.2 — Part B Affiliated Debt6.3(c) Permitted Investments6.14 Permitted Sale-Leasebacks10.3 Addresses for Notices viSENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSIONCREDIT AGREEMENTThis Senior Secured Super Priority Debtor-in-Possession Credit Agreement is dated as of January 31, 2013, and is entered into by and among SCHOOLSPECIALTY, INC., a Wisconsin corporation (“School Specialty” or the “Administrative Borrower”), each of ClassroomDirect.com, LLC, a Delaware limitedliability company, Delta Education, LLC, a Delaware limited liability company, Sportime, LLC, a Delaware limited liability company, Childcraft EducationCorp., a New York corporation, Bird-in-Hand Woodworks, Inc. a New Jersey corporation, Califone International, Inc. a Delaware corporation, and PremierAgendas, Inc., a Washington corporation (collectively, the “Subsidiary Borrowers” and, together with the Administrative Borrower, the “Borrowers”), SelectAgendas, Corp., a Nova Scotia unlimited liability company, Frey Scientific, Inc. and Sax Arts & Crafts, Inc., each a Delaware corporation, each as aGuarantor, each Subsidiary of the Administrative Borrower (other than the Subsidiary Borrowers) that becomes a Guarantor hereunder and party hereto fromtime to time in accordance with Section 5.11, each of the lenders appearing on the signature pages hereof, together with such other lenders as may from time totime become a party to this Agreement pursuant to the terms and conditions of Article VIII hereof (collectively, the “Lenders”), and Bayside Finance, LLC, aDelaware limited liability company (“Bayside”), in its separate capacity as administrative agent for itself and all other Lenders (in such capacity, together withits successors and assigns, the “Administrative Agent”), and in its separate capacity as collateral agent for itself and all other Lenders (in such capacity,together with its successors and assigns, the “Collateral Agent” and, collectively with the Administrative Agent, the “Agent”).RECITALS:A. The Borrowers and Guarantors (other than Select Agendas, Corp.) have commenced a case under Chapter 11 of Title 11 of the United States Code inthe United States Bankruptcy Court for the District of Delaware, and have retained possession of their respective assets and are authorized under theBankruptcy Code to continue the operation of their businesses as debtors-in-possession.B. Prior to the commencement of the Chapter 11 Cases, Prepetition Term Loan Lenders made loans and advances and provided other financial or creditaccommodations to Borrowers secured by substantially all assets and properties of such Borrowers and the Guarantors as set forth in the Prepetition TermLoan Documents.C. The Bankruptcy Court has entered an Interim Order pursuant to which Administrative Agent and Lenders may make post-petition loans andadvances, and provide other financial accommodations, to Borrowers secured by substantially all the assets and properties of the Obligors as set forth in theInterim Order or Final Order, as applicable, and this Agreement.D. The Interim Order or Final Order, as applicable, provides that as a condition to the making of such post-petition loans, advances and other financialaccommodations, Borrowers shall execute and deliver this Agreement.E. Borrowers have requested that Administrative Agent and Lenders make post-petition loans and advances and provide other financial accommodationsto Borrowers , and Administrative Agent and Lenders are willing to do so, subject to the terms and conditions contained herein.NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties, intending to be legally bound, agree as follows:ARTICLE IDEFINITIONSSection 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:(a) the terms defined in the preamble have the meanings therein assigned to them;(b) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;(c) The following terms have the meanings given to them in the applicable UCC: “commodity account”, “commodity contract”, “commodityintermediary”, “deposit account”, “entitlement holder”, “entitlement order”, “equipment”, “financial asset”, “general intangible”, “goods”,“instruments”, “investment property”, “money”, “securities account”, “securities intermediary” and “security entitlement”;(d) titles of articles, sections, clauses, exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content ofany kind whatsoever and are not a part of the agreement between the parties hereto;(e) the terms “herein”, “hereof” and similar terms refer to this Agreement as a whole;(f) in the computation of periods of time from a specified date to a later specified date in any Loan Document, the terms “from” means “from andincluding” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”;(g) in any other case, the term “including” when used in any Loan Document means “including without limitation”;(h) the term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments,agreements, notices, demands, certificates, forms, financial statements, opinions and reports;(i) the term “incur” means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in eachcase whether directly or indirectly, and the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings;(j) all references to a time of day shall refer to such time of day in New York;(k) references in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section orclause in, this Agreement;(l) references in any Loan Document, to (A) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to suchagreement and, unless the prior consent of any Secured Party required therefor is not obtained, or such modification or replacement is not permittedunder this Agreement, any modification to any term of such agreement and any replacement thereof, (B) any statute shall be to such statute as modifiedfrom time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative; 2(m) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (except for the term “property”,which shall be interpreted as broadly as possible, including, in any case, cash, securities, other assets, rights under contractual obligations and Permitsand any right or interest in any property, the terms “property” and “assets” to have the same meaning);(n) all accounting terms, unless otherwise specified, shall be deemed to refer to Persons and their Subsidiaries on a consolidated basis in accordancewith GAAP; and(o) [Reserved]“2011 Convertible Subordinated Debenture Documents” means the 2011 Convertible Subordinated Debentures, the 2011 Convertible SubordinatedDebenture Indenture and all other documents, instruments and agreements relating thereto, in each case amended, modified and supplemented from time totime in accordance with the provisions of this Agreement.“2011 Convertible Subordinated Debenture Indenture” means the Indenture dated as of March 1, 2011 between the Administrative Borrower and TheBank of New York Mellon Trust Company, N.A., as amended, modified and supplemented from time to time in accordance with the provisions of thisAgreement.“2011 Convertible Subordinated Debentures” means those 3.75% Convertible Subordinated Debentures of the Administrative Borrower due 2026.“ABL DIP Agent” means, collectively, the administrative agent and the co-collateral agents under the ABL DIP Credit Agreement, or any of them, as thecontext may require.“ABL DIP Credit Agreement” means the Senior Secured Debtor-In-Possession Credit Facility, dated as of the date hereof, by and among the borrowersand guarantors named therein, Wells Fargo Capital Finance, LLC, as agent, and the lenders party thereto from time to time, as amended from time to time.“ABL DIP Credit Agreement Availability” means, as of any date of determination, the amount that Borrowers are entitled (after taking into accountborrowing base limits and other requisite conditions to borrowing) to borrow as additional ABL DIP Credit Loans under Section 2.1 of the ABL DIP CreditAgreement (after giving effect to the then outstanding ABL DIP Credit Obligations, it being understood that the ABL DIP Credit Agreement Availability shall inany event not exceed the excess, if any, of the Stated Borrowing Base then in effect (such Stated Borrowing Base not to exceed $175,000,000 in any event) overthe amount of outstanding ABL DIP Credit Obligations), or as additional revolving loans under the applicable provisions of any permitted refinancing thereofin accordance with clause (e) of the definition of “Permitted Debt”; provided, that the borrowing base limits for purposes of such determination (includingwithout limitation all applicable advance rates, eligibility requirements, and specified reserves (including without limitation the Landlord Reserve, if any, foreach location for which a satisfactory collateral access agreement has not been obtained)) shall be those set forth in the ABL DIP Credit Agreement as in effecton the date hereof and applied in a manner consistent with the Borrowing Base Certificate delivered to the Administrative Agent as of the date hereof (for theavoidance of doubt, without giving effect, for purposes of calculating the ABL DIP Credit Agreement Availability hereunder, to (i) any revisions of “excludingcriteria” (as permitted in the ABL DIP Agent’s Permitted Discretion within the proviso of each definition of Eligible Accounts and Eligible Inventory in the ABLDIP Credit Agreement) that cause ineligible Accounts and ineligible Inventory to be Eligible Accounts or Eligible Inventory or (ii) any reductions in the amountsof Lien Priority Reserves (as defined in the Intercreditor 3Agreement (as in effect on the date hereof)) unless in the ABL DIP Agent’s Permitted Discretion (as defined in the ABL DIP Credit Agreement) such reductionsreflect the reduction of the amount of the claim secured by the applicable Lien having priority superior to the priority of the Lien in favor of the ABL DIP Agenton the ABL DIP Credit Priority Collateral, on account of which the Lien Priority Reserve was applied).“ABL DIP Credit Commitment” means, with respect to each ABL DIP Credit Lender, the obligation of such ABL DIP Credit Lender to make ABL DIPCredit Loans and participate in the Letters of Credit, as contemplated by and pursuant to the ABL DIP Credit Agreement, or the aggregate amount of suchobligation as in effect from time to time, as the context may require.“ABL DIP Credit Documents” means, collectively, (i) the ABL DIP Credit Agreement and (ii) each other Loan Document (as defined therein).“ABL DIP Credit Lender” means all lenders party to the ABL DIP Credit Agreement having Revolving Commitments, or holding outstanding ABL DIPCredit Loans, under the ABL DIP Credit Agreement“ABL DIP Credit Loans” means the ABL DIP Credit Loans made by the lenders under the ABL DIP Credit Agreement to the Borrowers pursuant to theABL DIP Credit Agreement.“ABL DIP Credit Obligations” means the ABL DIP Credit Loans, all LC Obligations and all other “Obligations” under and as defined in ABL DIPCredit Agreement.“ABL DIP Credit Priority Collateral” means “ABL Priority Collateral” under and as defined in the Intercreditor Agreement.“Accelerated Learning Business” means the Accelerated Learning Business Segments, collectively and taken as a whole.“Accelerated Learning Business Segments” means the collective reference to, and individually any one of, (i) the Delta Business, (ii) Reading Business,(iii) Health Business, and (iv) Planner Business.“Acceptable Cash Management System” has the meaning set forth in Section 5.12.“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.“Accounts” means all “accounts,” as such term is defined in the UCC, now owned or hereafter acquired by any Obligor, including (a) all accountsreceivable, other receivables, rentals, book debts and other forms of obligations (other than, except in the case of rentals, forms of obligations evidenced bychattel paper or instruments), (including any such obligations that may be characterized as an account or contract right under the UCC), (b) all of eachObligor’s rights in, to and under all purchase orders or receipts for goods or services, (c) all of each Obligor’s rights to any goods represented by any of theforegoing (including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods),(d) all rights to payment due to any Obligor for property Disposed of, arising out of the use of a credit card or charge card, or for services rendered or to berendered by such Obligor or in connection with any other transaction (whether or not yet earned by performance on the part of such Obligor), and (e) allcollateral security of any kind, now or hereafter in existence, given by any Account Debtor or other Person with respect to any of the foregoing. 4“Additional Mortgaged Property” has the meaning set forth in Section 5.11.“Adequate Protection Obligations” shall mean “Adequate Protection Liens” as defined in the Interim Order or the Final Order, as applicable, 507(b)Claims (as defined in the Interim Order or the Final Order, as applicable) and Adequate Protection Payments.“Adequate Protection Payments” has the meaning set forth in the Interim Order or the Final Order, as applicable.“Administrative Agent” has the meaning set forth in the Preamble to this Agreement.“Administrative Agent Fee Agreement” means the Administrative Agent Fee Agreement, dated as of the date hereof, between the Administrative Borrowerand, inter alia, the Administrative Agent.“Administrative Borrower” has the meaning set forth in the Preamble to this Agreement.“Adjustment Date” has the meaning set forth in Section 8.12.“Affiliate” means, with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee,guardian or other fiduciary, twenty percent (20%) or more of a Person, (b) each Person that Controls, is Controlled by or is under common Control with suchPerson, (c) each of such Person’s, officers, directors, joint venturers and partners and (d) the family members, spouses and lineal descendants of any of theforegoing. “Control” (and variations thereof, such as “Controlled”) of or with respect to a Person shall mean the possession, directly or indirectly, of the powerto direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise; provided, however,that the term “Affiliate” shall in no event include the Agent or a Lender.“Agent” has the meaning set forth in the Preamble to this Agreement.“Agent Expenses” means (a) all reasonable costs and expenses (including taxes, and insurance premiums) required to be paid by an Obligor under anyof the Loan Documents that are paid, advanced, or incurred by the Agent (for the sake of clarity, including both the Administrative Agent and the CollateralAgent, individually or collectively) or its Affiliates, (b) all reasonable fees or charges paid or incurred by the Agent or its Affiliates in connection with theSecured Parties’ transactions with any Obligors, including reasonable fees or charges for photocopying, notarization, couriers and messengers,telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the applicable jurisdictions’ patentand trademark office and/or copyright office), filing, recording, publication, Appraisals, real estate surveys (including each Survey), real estate title policiesand endorsements (including each Mortgage Policy), and environmental audits, and all other reasonable fees and charges associated with any the Mortgagesand related matters, (c) all reasonable out-of-pocket costs and expenses incurred by the Agent in the disbursement of funds to any Obligor or Secured Parties(by wire transfer or otherwise), (d) all reasonable out-of-pocket charges paid or incurred by the Agent resulting from the dishonor of checks payable by or toany Obligor, (e) all out-of-pocket costs and expenses paid or incurred by the Agent (including attorney fees) to correct any default or enforce any provision ofthe Loan Documents, or after the occurrence of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling,preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) all reasonable out-of-pocketfees and expenses (including travel, meals, and lodging) of the Agent, its Affiliates and/or its representatives, consultants, advisors or agents related to anyinspections, examinations or audits of Obligors or the Collateral, (g) all out-of-pocket costs and expenses of third party claims or any other suit 5paid or incurred by the Agent (including attorney fees) in enforcing or defending the Loan Documents or in connection with the transactions contemplated bythe Loan Documents or the Secured Parties’ relationship with any Obligor, (h) the Agent’s or its Affiliates’ reasonable costs and expenses (including reasonableattorneys’ and consultants’ fees) incurred in advising, structuring, drafting, negotiating, reviewing, executing, interpreting, administering (including travel,meals, and lodging and reasonable fees, costs and expenses incurred in connection with Intralinks or any other Platform), or syndicating, or modifying anyterm of or terminating any of, the Loan Documents, any commitment or proposal letter therefor, any other document prepared in connection therewith or theconsummation and administration of any transaction contemplated therein (including, without limitation, any fees, costs or expenses paid or incurred by theAgent (or its Affiliates) with respect to any third party service providers (including reasonable attorneys, accountants, consultants, and other advisors fees andexpenses)), and (i) the Agent’s costs and expenses (including reasonable attorneys, accountants, consultants, and other advisors fees and expenses) incurred inamending, terminating, enforcing (including reasonable attorneys’, accountants’, consultants’, and other agents’ and advisors’ fees and expenses incurred inconnection with a “workout,” a “restructuring,” or an insolvency proceeding concerning any Obligor, or in exercising rights or remedies under the LoanDocuments), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any remedial action concerning the Collateral, or incommencing, defending, conducting, intervening in, or taking any other action with respect to, any proceeding (including any bankruptcy or insolvencyproceeding) related to any Group Member, Loan Document, Obligation or Related Transaction (or the response to and preparation for any subpoena or requestfor document production relating thereto).“Agent Firm” has the meaning set forth in Section 8.15.“Agent’s Liens” means the Liens granted by Obligors to the Collateral Agent under the Loan Documents.“Agreement” means this Senior Secured Super Priority Debtor-in-Possession Credit Agreement, as it may be modified, supplemented, amended orrestated from time to time.“Anti-Terrorism Law” means any statute, treaty, law (including common law), ordinance, regulation, rule, order, opinion, release, injunction, writ,decree or award of any Governmental Authority relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, theInternational Economic Emergency Powers Act, the Trading with the Enemy Act, or any other statute, executive order or other authority administered by theOffice of Foreign Assets Control in the United States Department of the Treasury.“APA Closing Date” has the meaning ascribed to the term “Closing Date” in the Asset Purchase Agreement.“Applicable Law” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restrictionor by-law (zoning or otherwise); (b) any judgment, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline ordirective; or (d) any franchise, license, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any GovernmentalAuthority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of such Person, in eachcase whether or not having the force of law.“Applicable Margin” means, in respect of any date, 14.0% per annum.“Applicant” has the meaning set forth in Section 8.12. 6®“Application Event” means the occurrence of any Event of Default and the exercise thereupon by the Administrative Agent of any of the remediesdescribed in Section 7.2.“Appraisal” means any appraisal acceptable to the Administrative Agent of Collateral, delivered to the Administrative Agent in connection herewith.“Approved Budget” means the initial budget (a copy of which is attached as Exhibit H), approved by the Borrowers and Administrative Agent prior tocommencement of the Chapter 11 Cases, projecting operations for the ensuing six-month period and including, without limitation, (i) a thirteen-week cash flowforecast, (ii) a six-month consolidated balance sheet, income statement and statement of cash flows, and (iii) income statements by Business Segment; suchthirteen-week cash flow forecast to be updated (in substantially the same format as the prior thirteen-week cash flow forecast) monthly by Borrowers inaccordance with Section 5.1(y), submitted to Administrative Agent and, upon acceptance by the Administrative Agent in its sole discretion, the prior ApprovedBudget, as modified by the updated thirteen-week cash flow forecast shall constitute the then Approved Budget.“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of anentity that administers or manages a Lender.“Asset Purchase Agreement” mean the Asset Purchase Agreement, dated as of January 28, 2013, among Bayside School Specialty, LLC, SchoolSpecialty, Inc. and the other sellers named therein.“Assignee” means an Applicant to whom all or a portion of the rights of a Lender have been assigned pursuant to and in accordance with Section 8.12.“Assignment” means the assignment of all or a portion of the rights of a Lender to an Assignee pursuant to and in accordance with Section 8.12.“Assignment Certificate” has the meaning set forth in Section 8.12.“Availability” means, with respect to any fiscal week, an amount equal to (i) the amount labeled as “Ending Funded Balance” shown on the acceptedthirteen-week cash flow forecast under the Approved Budget for the fiscal week in which a Notice of Borrowing is delivered minus (ii) the principal amount ofthe Revolving Loan outstanding as of the last day of the prior fiscal week.“Available Net Assets” has the meaning set forth in Section 9.4.“Avoidance Actions” has the meaning set forth in the Interim Order or the Final Order, as applicable.“Bank Product” means any one or more of the following financial products or accommodations extended to School Specialty or its Subsidiaries:(a) credit cards (including commercial credit cards (including so-called “procurement cards” or “P-cards”)), (b) credit card processing services, (c) debitcards, (d) stored value cards, (e) cash management services, or (f) transactions with respect to Rate Hedging Obligations, Commodity Hedging Obligations,FX and Currency Option Obligations.“Bank Product Agreements” means those agreements entered into from time to time by School Specialty or its Subsidiaries in connection with theobtaining of any Bank Products.“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. Section 101, et seq.) as now and hereafter in effect, or anyapplicable successor statute. 7“Bankruptcy Court” means the United States Bankruptcy Court in the District of Delaware.“Base LIBOR Rate” has the meaning set forth in the definition of “LIBOR Rate”.“Bayside” has the meaning set forth in the Preamble to this Agreement.“Bayside Sale” means a sale pursuant to Section 363 of the Bankruptcy Code of all or substantially all of the assets of the Borrowers to the Agent or oneor more affiliates thereof.“Bidding Procedures Order” has the meaning set forth in the Asset Purchase Agreement.“Blocked Person” has the meaning set forth in Section 4.23(b).“Borrowers” has the meaning set forth in the Preamble to this Agreement.“Borrowing Base Certificate” means a borrowing base certificate of the Administrative Borrower required pursuant to the ABL DIP Credit Agreement,certified on behalf of the Administrative Borrower by its chief financial officer or chief executive officer.“Business Day” means any day other than a Saturday or Sunday on which national banks are required to be open for business in New York, and, inaddition, if such day relates to the fixing of a LIBOR Rate, a day on which dealings in U.S. dollar deposits are carried on in the London interbank eurodollarmarket.“Business Segment Financial Statements” means the consolidated and consolidating monthly, quarterly and annual financial statements, including, inthe case of clauses (w), (x) and (y) below, balance sheets, income statements, and statements of capital expenditures, retained earnings and shareholders’equity, and Product Development Expense, and (in the case of clause (z) below) statements of revenue, gross margin, capital expenditures, and ProductDevelopment Expense, in any event in no less a level of detail than the financial statements provided to the Agent prior to the Closing Date, reflecting theperformance of (w) the Accelerated Learning Business (accompanied by reconciling information in detail reasonably satisfactory to the Agent for anyReconcilable Inclusions with respect to the Accelerated Learning Business), (x) the Educational Resources Business, (y) each Business Segment on astandalone basis (accompanied, in the case of the Planner Business, by reconciling information in detail reasonably satisfactory to the Agent for anyReconcilable Inclusions with respect to the Planner Business), and (z) each Delta Business Sub-Segment on a standalone basis.“Business Segments” means, collectively, each Accelerated Learning Business Segment and each Educational Resources Business Segment.“Capital Adequacy Rule” has the meaning set forth in Section 2.12(b)(ii).“Capital Adequacy Rule Change” has the meaning set forth in Section 2.12(b)(iii).“Capital Expenditures” means, for any period, the aggregate of all expenditures by the Borrowers and the other Obligors during such period that arecapital expenditures as determined on a consolidated basis in accordance with GAAP, whether such expenditures are paid in cash or financed.“Capitalized Lease Liabilities” of any Person means all monetary obligations of such Person under any leasing or similar arrangement that, inaccordance with GAAP, would be classified as a capitalized lease, and, for purposes of this Agreement, the amount of such obligations shall be the capitalizedamount thereof, determined in accordance with GAAP. 8“Carson-Dellosa Drag-Along Sale” means a Disposition of the entirety of the Obligors’ Equity Interests in Carson-Dellosa Publishing, LLC pursuant tothe exercise by the CJE Members (as defined in the Operating Agreement of Carson-Dellosa Publishing, LLC) of their drag-along rights (under and pursuant toSection 11.6 of the Operating Agreement of Carson-Dellosa Publishing, LLC) so as to require the Obligors to Dispose of such Equity Interests in accordancewith the terms of Section 11.6 of the Operating Agreement of Carson-Dellosa Publishing, LLC.“Carve-Out” has the meaning set forth in the Interim Order or the Final Order, as applicable.“Cash Dominion Event” means the occurrence of any of the events of circumstances described in clauses (i) through (iv) of the definition of “TriggeringEvent” in the Intercreditor Agreement (as in effect on the date hereof).“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agencythereof and backed by the full faith and credit of the United States, in each case maturing within 180 days from the date of acquisition thereof, (b) marketabledirect obligations issued or fully guaranteed by any state of the United States, or any political subdivision of any such state or any public instrumentalitythereof maturing within 180 days from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable fromeither Standard & Poor’s Rating Group or Moody’s Investors Service, Inc., (c) certificates of deposit, time deposits, overnight bank deposits or bankers’acceptances maturing within 180 days from the date of acquisition thereof issued by any bank organized under the laws of the United States or any statethereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of notless than $250,000,000, (d) deposit accounts maintained with (i) any bank that satisfies the criteria described in clause (c) above, or (ii) any other bankorganized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the FederalDeposit Insurance Corporation, and (e) repurchase obligations of any commercial bank satisfying the requirements of clause (c) of this definition or recognizedsecurities dealer having combined capital and surplus of not less than $250,000,000, having a term of not more than seven days, with respect to securitiessatisfying the criteria in clauses (a) or (c) above.“Cash Management Account” means all of the depository and operating accounts of the Borrowers, including those specified on Schedule 4.15, as itmay be hereafter supplemented and amended, all of which accounts shall be subject to a Control Agreement in favor of the Collateral Agent.“CERCLA” means the United States Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.).“CFC” means a controlled foreign corporation (as that term is defined in the IR Code).“Change of Control” means (a) an event or series of events by which:(i) any “person” or “group” (as such terms are used in Section 13(d) and 14 (d) of the Securities Exchange Act of 1934, but excluding anyemployee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary oradministrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13-d and 13d-5 under the Securities Exchange Act of 1934, exceptthat a person or group shall be deemed 9to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire (such right, an “option right”), whether suchright is exercisable immediately or only after the passage of time), directly or indirectly, of thirty-five percent (35%) of the Equity Interests of theAdministrative Borrower entitled to vote for members of the board of directors or equivalent governing body of the Administrative Borrower on a fullydiluted basis (and taking into account all such securities that such person or group has the right acquire pursuant to any option right); or(ii) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of theAdministrative Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of suchperiod or whose election or nomination to that board or equivalent governing body was approved by individuals referred to in this clause (i) constitutingat the time of such election or nomination at least a majority of that board or equivalent governing body or (ii) whose election or nomination to that boardor other equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination atleast a majority vote of the board or equivalent governing body (excluding, in the case of any member of the board of directors other than any member inoffice on the Closing Date, any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governingbody occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person orgroup other than a solicitation for the election of one or more directors by or on behalf of the board of directors); and(b) any “Change in Control” or “Fundamental Change” or analogous event to similar effect (as such term, or any analogous term to similar effect or use,is defined in the ABL DIP Credit Documents or in any agreement governing any Debt that is subordinated or junior to the Obligations or any similar term orevent thereunder) shall occur.“Chapter 11 Cases” means the Chapter 11 Cases of Borrowers which are being jointly administered under the Bankruptcy Code and are pending in theBankruptcy Court.“Closing Date” means the first date practicable following the entry of the Interim Order by the Bankruptcy Court expected to be on or prior toJanuary 31, 2013; provided that all of the conditions precedent to the closing of the transactions contemplated hereby are satisfied or waived in accordancewith Section 3.1 and Section 3.2.“Closing Fee” has the meaning set forth in Section 2.10(h).“Code” means the New York Uniform Commercial Code, as in effect from time to time.“Collateral” means all assets and interests in assets and proceeds and products thereof now owned or hereafter acquired by any Obligor including,without limitation, all capital stock and other ownership interests (except that only 65% of the capital stock of CFCs would be required to be pledged if thepledge of a greater percentage would result in material adverse tax consequences), all promissory notes and the proceeds and products of each of the foregoingand, and, upon the entry of the Final Order, proceeds of all Avoidance Actions.“Collateral Agent” has the meaning set forth in the Preamble to this Agreement.“Collateral Access Agreement” means a waiver, subordination or acknowledgement agreement from (a) any lessor of any real property where anyObligor’s books and records relating to the Collateral are located, or (b) any other Person in possession of, having a Lien upon, or having rights or interests in,any Obligor’s property or assets (including, without limitation, books and records, equipment, and Inventory), in each case, in form and substancereasonably satisfactory to the Administrative Agent. 10“Commitment Fees” has the meaning set forth in Section 2.10(j).“Commitments” means the Term Commitments and Revolving Commitments, or any of them.“Committees” means, collectively, the official committee of unsecured creditors and any other committee formed, appointed or approved in any Chapter11 Case.“Commodity Hedging Obligations” means any and all obligations of the Group Members under (a) any and all agreements, devices or arrangementsdesigned to protect any Group Member from the fluctuations of commodity prices, commodity price cap or collar protection agreements, and commodityforward and future contracts, swaps, options, puts and warrants, and (b) any and all cancellations, buy backs, reversals, terminations or assignments ofany of the foregoing.“Communications” has the meaning set forth in Section 10.3(b).“Compliance Certificate” means a certificate in the form of Exhibit A, duly completed and signed by the chief executive officer or the chief financialofficer of the Administrative Borrower.“Consigned Goods” has the meaning set forth in Section 5.13.“Constituent Documents” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) thearticles of incorporation, certificate of incorporation, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint ventureagreement of such Person, (c) any other constitutive, organizational or governing document of such Person, whether or not equivalent, and (d) any otherdocument setting forth the manner of election or duties of the directors, officers or managing members or comparable managers of such Person or thedesignation, amount or relative rights, limitations and preferences of any Equity Interests of such Person.“Consultant” has the meaning set forth in Section 7.2.“Contingent Obligation” means any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of anyDebt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) (excluding the guarantee of operating leases) in anymanner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of anobligation of a primary obligor; (b) obligations of such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted (i.e.,take-or-pay and similar obligations) or regardless of any other nonperformance by any other party to an agreement (except trade accounts payable arising in theordinary course of business that are not past due by more than sixty (60) days from the due date); and (c) arrangement (i) to purchase any primary obligationor security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, networth solvency or any other financial condition of the primary obligor, (iv) to advance funds to, or purchase property or services from, any other Person inorder to maintain any financial condition of such Person, or (v) otherwise for the purpose of assuring the ability of the primary obligor to perform a primaryobligation or to assure or hold harmless the holder of any primary obligation against loss in respect thereof; provided that reimbursement obligations withrespect to Permitted Surety Bonds that have not been drawn shall not constitute Contingent Obligations. The amount of any Contingent Obligation shall bedeemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under theinstrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. 11“Control” has the meaning set forth in the definition of “Affiliate”.“Control Agreement” means a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by theapplicable Obligor, the Collateral Agent, and the applicable securities intermediary (with respect to a securities account) or bank (with respect to a depositaccount, including a Cash Management Account).“Control Person” has the meaning set forth in Section 4.19.“Controlled Group” means the Administrative Borrower, each of its Subsidiaries and each other Person required to be aggregated with the AdministrativeBorrower under Section 414(b), (c), (m) or (o) of the IR Code.“Copyright Security Agreement” means a Copyright Security Agreement executed and delivered by an Obligor in favor of the Agent in substantially theform attached to the Security Agreement.“Debt” of any Person means, without duplication:(a) all indebtedness and other obligations of such Person for borrowed money (including the Loans) whether senior or subordinated;(b) all obligations of such Person evidenced by bonds, debentures, notes, reimbursement agreements, recourse agreements or other similarinstruments;(c) all obligations of such Person to pay the deferred purchase price of property or services (including, without limitation, accounts payable),except trade accounts payable arising in the ordinary course of business that are not past due by more than sixty (60) days from the due date;(d) all Capitalized Lease Liabilities and Synthetic Lease Liabilities and Sale/Leaseback Liabilities of such Person;(e) all obligations or other liabilities of others secured by a Lien on any asset of such Person, whether or not such obligations or other liabilities areassumed by such Person;(f) all Debt of others guaranteed (or intended to be guaranteed) by such other Person (whether directly or indirectly guaranteed, endorsed, co-made,discounted or sold with recourse);(g) any exposure under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if theapplicable Hedge Agreement were terminated on the date of determination);(h) reimbursement and other obligations with respect to letters of credit and other documentary credits, bankers acceptances and/or other financialproducts whether drawn or undrawn, contingent or otherwise (other than reimbursement obligations with respect to Permitted Surety Bonds that have notbeen drawn);(i) indebtedness and other obligations attributable to factoring, securitization or analogous transactions;(j) all contingent or unfunded liabilities under any ERISA Plan, Pension Plan or other employee benefit plan or pension;(k) Disqualified Equity Interests of such Person; and(1) all Contingent Obligations of such Person not otherwise described above. 12For purposes of this definition, (i) the amount of any Debt represented by a guaranty or other similar instrument shall be the lesser of the principal amount ofthe obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of theinstrument embodying such Debt, and (ii) the amount of any Debt which is limited or is non-recourse to a Person or for which recourse is limited to anidentified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of suchassets securing such obligation.“Default” means an event that, with giving of notice or passage of time or both, would constitute an Event of Default.“Defaulting Lender” has the meaning set forth in Section 2.19.“Default Rate” has the meaning set forth in Section 2.3.“Delta Business” means the Delta Business Sub-Segments collectively and taken as a whole.“Delta Business Sub-Segments” means the collective reference to, and individually any one of, (i) Delta/FOSS, (ii) Frey Scientific, and (iii) OtherScience Products.“Delta/FOSS” means the Delta and Refurbishment marketing units that are a sub-segment of the Delta Business that offers an inquiry-based elementaryand middle school science curriculum, including instructional and classroom resources and hands-on investigation materials, the Delta Science Moduleprogram, the FOSS (Full Option Science System) program and kit refill materials.“Disposition” means any sale, transfer, lease, licensing, assignment, rental or other disposition of any asset, interest or property. “Dispose” has acorrelative meaning.“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it isconvertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely forQualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights ofthe holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all otherObligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely forQualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into orexchangeable for Debt or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after theMaturity Date.“DIP Liens” has the meaning ascribed to it in the Interim Order or the Final Order, as applicable.“DIP Order” means the Interim Order or the Final Order, as applicable under the circumstances.“Dollars” or “$” means United States dollars.“Educational Resources Administrator” means the category within the Educational Resources Segment that offers basic classroom supplies, officeproducts, janitorial and sanitation supplies, school equipment, technology products and paper. 13“Educational Resources Business” means the Educational Resources Business Segments, collectively and taken as a whole.“Educational Resources Business Segments” means the collective reference to, and individually any one of, (i) Educational Resources Educator,(ii) Educational Resources Administrator, and (iii) Educational Resources Furniture.“Educational Resources Educator” means the category within the Educational Resources Segment that offers supplemental learning materials, teachingresources, upper-grade-level art supplies, early childhood products, physical education equipment and special needs equipment and classroom technology.“Educational Resources Furniture” means the category within the Educational Resources Segment that offers classroom furniture, library furniture,cafeteria furniture, office furniture, fixed furniture such as bleachers and lockers, as well as construction and project management services.“Eligible Assignee” means any Person to whom it is permitted to assign Loans and, if applicable, Commitments pursuant to Section 8.12.“Environmental Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation ofHazardous Substances and/or the protection of human health, safety, the environment and natural resources, including CERCLA, the SWDA, the HazardousMaterials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the ToxicSubstances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), all regulationspromulgated under any of the foregoing, all analogous Requirements of Law and Permits and any environmental transfer of ownership notification or approvalstatutes, including the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et seq.).“Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigationand feasibility studies) that may be imposed on, incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action,investigation, proceeding or written demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civilstatute or common law or otherwise, arising under any Environmental Law or in connection with any environmental condition or with any Release andresulting from the ownership, lease, sublease or other operation or occupation of property by any Group Member, whether on, prior or after the date hereof.“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in atrust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any suchequity interest, but does not include the 2011 Convertible Subordinated Debentures.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.“ERISA Event” means (a) the existence of a condition or event with respect to an ERISA Plan that presents a risk either of the imposition of an excise taxor any other liability on any Group Member or of the imposition of a Lien on any portion of the assets of any Group Member; (b) the engagement by aControlled Group member in a non-exempt “prohibited transaction” (as defined under Section 406 of ERISA or Section 4975 of the IR Code) or a breach of afiduciary duty under ERISA that could 14reasonably be expected to result in liability to any Group Member; (c) the application by a Controlled Group member for a waiver from the minimum fundingrequirements of Section 412 of the IR Code or Section 302 of ERISA or a Controlled Group member is required to provide security under Section 401(a)(29) ofthe IR Code or Section 307 of ERISA; (d) the occurrence of a Reportable Event with respect to any Pension Plan as to which notice is required to be provided tothe PBGC; (e) the withdrawal by a Controlled Group member from a Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” (as such termsare defined in Sections 4203 and 4205 of ERISA, respectively); (f) the involvement of, or occurrence or existence of any event or condition that results in theinvolvement of, a Multiemployer Plan in any reorganization under Section 4241 of ERISA; (g) the failure, as determined in writing by the Internal RevenueService or Treasury Department, of an ERISA Plan (and any related trust) that is intended to be qualified under Sections 401 and 501 of the IR Code to be soqualified or the failure, as determined in writing by the Internal Revenue Service or Treasury Department, of any “cash or deferred arrangement” under anysuch ERISA Plan to meet the requirements of Section 401(k) of the IR Code; (h) the taking by the PBGC of any steps to terminate a Pension Plan (other thansteps associated with a standard termination under Title IV of ERISA) or to appoint a trustee to administer a Pension Plan, or the taking by a ControlledGroup member of any steps to terminate a Pension Plan; (i) the failure by a Controlled Group member or an ERISA Plan to satisfy any requirement of lawapplicable to an ERISA Plan if such failure could reasonably be expected to result in material liability to any Group Member; (j) the commencement, existenceor threatening of a claim, action, suit, audit or investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any incurrence by aControlled Group member of any liability for post-retirement benefits under any Welfare Plan, other than as required by Applicable Law, includingSection 601 of ERISA, et. seq. or Section 4980B of the IR Code.“ERISA Plan” means an “employee benefit plan” (within the meaning of Section 3(3) of ERISA) that is, or within the six years preceding any date ofdetermination has been, sponsored, maintained or contributed to by a Controlled Group member or with respect to which any Controlled Group may have anyliability.“Event of Default” has the meaning set forth in Section 7.1.“Excluded Taxes” means, with respect to the Administrative Agent and any Lender, (a) income or franchise taxes imposed on (or measured by) its netincome (i) by any Governmental Authority or other authority, or by the jurisdiction under the laws of which such recipient is organized or in which itsprincipal office is located or, in the case of a Lender, in which its applicable lending office is located or (ii) as a result of a present or former connectionbetween such person and the jurisdiction imposing such Tax (other than connections solely arising from such person having executed, delivered, become aparty to, performed its obligations under, received payments under, received or perfected security interest under, engaged in any other transaction pursuant toor enforced any Loan Document, or sold or assigned any interest in any Loan or Loan Document), (b) any branch profits taxes imposed (i) by anyGovernmental Authority or any similar tax imposed by any other jurisdiction in which the Borrower is located or (ii) as a result of a present or formerconnection between such person and the jurisdiction imposing such Tax (other than connections solely arising from such person having executed, delivered,become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transactionpursuant to or enforced any Loan Document, or sold assigned an interest in any Loan or Loan Document), (c) in the case of a Foreign Lender, anywithholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates anew lending office), and (d) U.S. backup withholding Tax. 15“Extraordinary Receipts” means any cash received after the Closing Date by any Group Member not in the ordinary course of business (and notconsisting of proceeds from the Disposition of, or any casualty or condemnation with respect to, Inventory, equipment or Real Property) consisting of(a) proceeds of judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action (other than amounts representingthe reimbursement of out-of-pocket costs and expenses incurred after the Closing Date with respect to third-party claims and other than collections of Accountsin the ordinary course of business), (b) indemnity payments or purchase price adjustments (other than a working capital adjustment) received in connectionwith any purchase agreement (other than amounts representing the reimbursement of out-of-pocket costs and expenses incurred after the Closing Date withrespect to third-party claims), or (c) tax refunds or rebates (other than commodity tax and research and development refunds and credits).“FATCA” means Sections 1471-1474 of the IR Code in effect as of the date hereof or any amended or successor version and any current or futureTreasury regulations issued thereunder.“Federal Funds Rate” means at any time an interest rate per annum equal to the weighted average of the rates for overnight federal funds transactionswith members of the Federal Reserve System arranged by federal funds brokers, as published for such day by the Federal Reserve Bank of New York, or, ifsuch rate is not so published for any day which is a Business Day, the average of the quotations for such day for such transactions received by the Agentfrom three federal funds brokers of recognized standing selected by it, it being understood that the Federal Funds Rate for any day which is not a BusinessDay shall be the Federal Funds Rate for the next preceding Business Day.“Field Review” has the meaning set forth in Section 5.2(a).“Final Order” means, collectively, the order of the Bankruptcy Court entered in the Chapter 11 Cases after a final hearing under Bankruptcy Rule4001(c)(2) or such other procedures as approved by the Bankruptcy Court which order shall be satisfactory in form and substance to Agent, in its solediscretion, and which order is in effect and not stayed, together with all extensions, modifications and amendments thereto, in form and substance satisfactoryto Agent, in its sole discretion, which, among other matters but not by way of limitation, authorizes the Borrowers to obtain credit, incur (or guaranty) Debt,and grant Liens under this Agreement and the other Loan Documents, as the case may be, provides for the super priority of Agent’s, Collateral Agent’s andLenders’ claims and authorizes the use of cash collateral.“Frey Scientific” means the marketing unit that is a sub-segment of the Delta Business that offers a line of science supplies and equipment for k-12classrooms and science labs, as well as lab design services and furniture.“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercialloans and similar extensions of credit in the ordinary course of its business.“Funding Obligor” has the meaning set forth in Section 9.4.“Funds Flow Memorandum” means, with respect to any Revolving Loan proposed to be borrowed under this Agreement on the Closing Date, a listing ofPersons to whom the proceeds of the Revolving Loan are to be paid, the amounts to be paid to each such Person, and the account information and wiringinstructions for each such Person; such listing to be agreed in writing between the Administrative Borrower and the Agent prior to the date such RevolvingLoan is proposed to be made. 16“FX and Currency Option Obligations” means any and all obligations of the Group Members, whether absolute or contingent and howsoever andwhenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under any and allagreements, devices or arrangements designed to protect any Group Member from variations in the comparative value of currencies, including foreign exchangepurchase and future purchase transactions, currency options, currency swaps and cross currency rate swaps.“GAAP” means generally accepted accounting principles as in effect in the United States and applied on a basis consistent with the accounting practicesapplied in the financial statements of the Group Members referred to in Section 4.5.“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether provincial,state or local, and any agency, authority, instrumentality, regulatory body, court, commission, board, bureau, central bank or other entity exercisingexecutive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supra-national bodiessuch as the European Union or the European Central Bank or other comparable authority or agency, and any arbitration tribunal to which any Obligor issubject.“Group Members” means the Obligors and each of their respective Subsidiaries.“Guarantor Obligations” has the meaning set forth in Section 9.3(a).“Guarantors” means, collectively, all of the Subsidiaries of the Administrative Borrower as of the date hereof that are not Borrowers, and each additionalSubsidiary of the Administrative Borrower that executes and delivers a Guaranty Supplement in favor of the Agent and the Secured Parties either at the time ofexecution of this Agreement or at any time hereafter pursuant to Section 5.11, but excludes Premier School Agendas, Ltd. so long as it is a controlled foreignentity that is not disregarded for Tax purposes.“Guaranty” means the guaranty by the Guarantors of the Obligations, as set forth in, and subject to the terms of, Article IX.“Guaranty Supplement” has the meaning set forth in Section 5.8.“Hazardous Substance” means any asbestos, urea-formaldehyde, polychlorinated biphenyls, nuclear fuel or material, chemical waste, radioactivematerial, explosives, known carcinogens, petroleum products and by-products and other dangerous, toxic or hazardous pollutants, contaminants, chemicals,materials or substances listed or identified in, or regulated by, any Environmental Laws.“Health Business” means a segment of the Accelerated Learning Business that offers physical education and health solutions under the SPARK brand.“Hedge Agreements” means the collective reference to Rate Hedging Obligations, Commodity Hedging Obligations, FX and Currency Option Obligationsand other financial contracts.“Indemnified Taxes” means Taxes other than Excluded Taxes.“Indemnitees” has the meaning set forth in Section 10.5.“Initial Borrowing” has the meaning set forth in Section 2.2(a). 17“Insolvency Proceeding” means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreementof such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) theappointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its property; or (c) an assignment ortrust mortgage for the benefit of creditors.“Intellectual Property” means all now existing or hereafter acquired Copyrights, Patents, and Trademarks (as such terms are defined in the SecurityAgreement) of the Obligors.“Intellectual Property Security Agreement” means each Copyright Security Agreement, Patent Security Agreement, and Trademark Security Agreement.“Intercompany Debt” means Debt owing by a Group Member to one or more other Group Members.“Intercompany Subordination and Payment Agreement” means the Intercompany Subordination and Payment Agreement executed by each Obligor andeach Non-Obligor in favor of the Agent and the Lenders, in the form of Exhibit F hereto, as the same may be amended, supplemented or restated from time totime.“Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof, executed by Wells Fargo Capital Finance, LLC, in its capacityas administrative agent and co-collateral agent under the ABL DIP Credit Documents, and the Agent.“Interest Period” means each period beginning on the first day, and ending on the last day, of each fiscal month, provided that the initial Interest Periodshall commence on the Closing Date and end on the last day of the fiscal month in which the Closing Date occurs.“Interim Weekly Cash Flow Estimate” means a cash flow forecast for the then current fiscal week in substantially the same format as the thirteen-weekcash flow forecast in the Approved Budget.“Interim Order” means, collectively, the order of the Bankruptcy Court entered in the Chapter 11 Cases after an interim hearing (assuming satisfactionof the standards prescribed in Section 364 of the Bankruptcy Code and Bankruptcy Rule 4001 and other applicable law), which order is in effect and notstayed, together with all extensions, modifications, and amendments thereto, in form and substance satisfactory to Agent, in its sole discretion, which, amongother matters but not by way of limitation, authorizes, on an interim basis, Borrowers to execute and perform under the terms of this Agreement and the otherLoan Documents.“Inventory” means any “inventory,” as such term is defined in the UCC, now owned or hereafter acquired by any Obligor, wherever located, includinginventory, merchandise, goods and other personal property that are held by or on behalf of any Obligor for sale or lease (or that are being leased and locatedwithin a state of the United States) or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process,finished goods, returned goods, supplies or materials of any kind, nature or description used or consumed or to be used or consumed in such Obligor’sbusiness or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software.“IR Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.“IRS” means the Internal Revenue Service of the United States. 18“LC Obligations” means the sum of (a) the aggregate undrawn face amount of all issued and outstanding Letters of Credit and (b) the aggregate amountof all LC Reimbursement Obligations then outstanding.“LC Reimbursement Obligation” means, for any Letter of Credit, the obligation of the Obligors or any of them to the issuer thereof, as and whenmatured, to pay (with proceeds of a ABL DIP Credit Loan or otherwise) all amounts drawn under such Letter of Credit.“Lease” means a lease, license, concession, occupancy agreement or other agreement (written or oral, now or at any time in effect) which grants to anyPerson a possessory interest in, or the right to use, all or any part of a parcel of Real Property.“Leased Real Property” means any leasehold interest in Real Property of any Obligor as lessee, sublessee or the like under any Lease.“Lender” and “Lenders” have the meanings set forth in the Preamble to this Agreement.“Letter of Credit” means each letter of credit issued pursuant to the ABL DIP Credit Documents.“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations and any related fines, penalties, sanctions, costs, fees,taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto andfees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent,consequential, actual, punitive, treble or otherwise.“LIBOR Rate” means a rate per annum equal to the greatest of (a) 1.5% per annum, (b) solely upon the occurrence and during the continuance of anEvent of Default, the Prime Rate, and (c) the offered rate for deposits in Dollars for a period of three months as determined by the Administrative Agent fromthe Reuters Screen LIBOR01 Page as of approximately 11:00 a.m., New York, New York time, on the first day of each Interest Period, or if such day is not aBusiness Day, then on the first Business Day in the applicable fiscal month in which such Interest Period commences (to be applicable for each day in suchInterest Period), or the rate for such deposits reasonably determined by the Administrative Agent at such time based on such other published service of generalapplication as shall be selected by the Agent for such purpose; provided, that if the LIBOR Rate is not determinable in the foregoing manner, theAdministrative Agent may determine the rate based on rates offered to the Administrative Agent for deposits in Dollars in the interbank eurodollar market atsuch time for delivery on the first day of the Interest Period for the number of days comprised therein. If the Board of Governors of the Federal Reserve System(or any successor) prescribes a reserve percentage (the “Reserve Percentage”) for “Eurocurrency liabilities” (as defined in Regulation D of the Federal ReserveBoard, as amended), then the above definition of LIBOR Rate shall be the “Base LIBOR Rate”, and “LIBOR Rate” shall mean: Base LIBOR Rate divided by(100% minus LIBOR Reserve Percentage). Each determination by the Administrative Agent of the applicable LIBOR Rate shall be conclusive and binding uponthe parties hereto, in the absence of demonstrable error.“LIBOR Reserve Percentage” means the Reserve Percentage adjusted by the Administrative Agent for expected changes in such reserve percentage duringthe applicable Interest Period.“Lien” means any security interest, mortgage, pledge, lien, hypothecation, judgment lien or similar legal process, charge, encumbrance, title retentionagreement or analogous instrument or device (including, without limitation, the interest of the lessors in connection with Capitalized Lease Liabilities and theinterest of a vendor under any conditional sale or other title retention agreement). 19“Loan Documents” means this Agreement, the Notes, the DIP Order, the Security Agreement, each Collateral Access Agreement, each Control Agreement,each Mortgage, each Intellectual Property Security Agreement, the Master Intercompany Note, the Intercompany Subordination and Payment Agreement, theAdministrative Agent Fee Agreement, the Intercreditor Agreement, and all other loan documents now or hereafter given by any Group Member to theAdministrative Agent, the Collateral Agent or the other Secured Parties in connection with the foregoing and/or in connection with the obligations of theBorrowers or the Guarantors under this Agreement.“Loans” means the Revolving Loans.“Master Intercompany Note” means an omnibus promissory note evidencing all Intercompany Debt and pledged to the Collateral Agent, for the benefit ofthe Secured Parties, to secure the Obligations, all in form and substance satisfactory to the Administrative Agent.“Material Adverse Effect” means, with respect to any event or circumstance, a material adverse effect on:(a) the business, financial condition, assets, liabilities, performance, operations or results of operations of (i) the Obligors taken as a whole, or (ii) theAccelerated Learning Business taken as a whole except for the filing, commencement and continuation of the Chapter 11 Cases and the events thatcustomarily result from the filing, commencement and continuation of the Chapter 11 Cases (including any litigation resulting therefrom);(b) any material portion of the Collateral, taken as a whole, or any material portion of the Collateral in or attributable to the Accelerated LearningBusiness taken as a whole, or in either case the value or saleability thereof, or the Agent’s Liens on the Collateral, or the enforceability, perfection orpriority (as required by the Loan Documents) of such Liens;(c) the ability of any Obligor to perform its obligations under the Loan Documents; or(d) the validity, enforceability or collectability of the Obligors’ respective obligations under any Loan Document, or the rights and remedies of theAdministrative Agent, the Lenders and the other Secured Parties under any Loan Document.Without limitation of the foregoing, it shall be a Material Adverse Effect if any Person who (x) is the CEO or CFO of the Administrative Borrower or the chiefexecutive officer of the Accelerated Learning Business or the Educational Resources Business (or, in each case, an officer holding an equivalent title to any ofthe foregoing) or (y) otherwise exercises any direct control or influence over the management or management decisions of any Group Member, in each case,shall (i) be indicted or otherwise formally charged for or convicted of fraud, money laundering, embezzlement or any other felony, whether in the United Statesor in any foreign country or jurisdiction according to the Applicable Laws of such jurisdiction, or (ii) be or become a Blocked Person.“Material Contract” means (i) each Revolving Credit Document, (ii) the agreements listed as items 1 and 2 in Part B of Schedule 4.11, and (iii) anycontract or other arrangement to which any Group Member is a party (other than the Loan Documents) for which breach, nonperformance, cancellation orfailure to renew would be reasonably likely to have a Material Adverse Effect.“Maturity Date” means June 30, 2013.“Maximum ABL DIP Credit Amount” means $175,000,000. 20“Maximum Available Net Assets” has the meaning set forth in Section 9.4.“MD&A” means a customary Management Discussion and Analysis relating to financial statements acceptable in scope and form to the AdministrativeAgent.“Milestones” has the meaning set forth in Section 5.18.“Multiemployer Plan” means a Pension Plan that is subject to the requirements of Subtitle E of Title IV of ERISA.“Net Cash Proceeds” means, with respect to any Disposition by an Obligor of property or assets, the amount of cash proceeds received (directly orindirectly) from time to time (whether as initial consideration or through the payment of deferred consideration) by or on behalf of an Obligor, in connectiontherewith after deducting therefrom only (a) the amount of any Debt secured by any Permitted Lien on any asset (other than (i) Debt owing to the SecuredParties under this Agreement or the other Loan Documents and (ii) Debt assumed by the purchaser of such asset) which is required to be, and is, and in thecase of Debt under the ABL DIP Credit Documents is permitted by the Intercreditor Agreement to be, repaid in connection with such Disposition (in the case ofdeductions for repayment of Debt under the ABL DIP Credit Documents, only to the extent of the amount of such proceeds allocated to ABL Priority Collateral(as defined in, and in accordance with the terms of Section 3.5(c) of, the Intercreditor Agreement)), (b) reasonable fees, commissions, and expenses relatedthereto and required to be paid by an Obligor in connection with such Disposition, and (c) taxes paid or payable to any taxing authorities by an Obligor inconnection with such Disposition, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash,actually paid or payable to a Person that is not an Affiliate of an Obligor, and are properly attributable to such transaction.“Non-Consenting Lender” has the meaning set forth in Section 10.2.“Non-Controlled Accounts” means any deposit account or securities account of an Obligor that is not subject to a Control Agreement.“Non-Obligor” means each Group Member that is not an Obligor.“Notes” means the Revolving Notes and the Term Notes.“Notice of Borrowing” means a notice by the Administrative Borrower to the Administrative Agent in the form of Exhibit D, which includes or specifies(A) the date of such proposed borrowing (which must be a Subsequent Revolving Funding Date), (B) the amount of the borrowing (which must be in anamount not to exceed the Availability or a greater amount agreed to in writing by the Administrative Agent and each Lender in their sole discretion), (C) theInterim Weekly Cash Flow Estimate for the then current fiscal week after giving effect to the funding of the requested Revolving Loan borrowing under thisAgreement, which, among other things, must show that there is no ABL DIP Credit Agreement Availability projected to exist as of the end of the then currentfiscal week (as reflected on the line item “Excess ABL Availability After Reserves and Minimum Liquidity” on such Interim Weekly Cash Flow Estimate) andthe projected amount of the Unrestricted Cash on hand of the Group Members as of the end of the then current fiscal week (as reflected on the line item“Unrestricted Cash Balance” on such Interim Weekly Cash Flow Estimate) shall not exceed $1,000,000 , and (D) a certificate jointly from the chief financialofficer and the chief restructuring officer of the Administrative Borrower certifying that, to the knowledge of the certifying officers, no Default or Event ofDefault has occurred and there is no fact, event or circumstance that could reasonably be expected to cause a Default or Event of Default. 21“Notification” has the meaning set forth in Section 10.3(c).“Obligations” means, collectively, all obligations and liabilities of the Borrowers to the Agent, the Lenders and the other Secured Parties under thisAgreement and all other Loan Documents, including without limitation obligations to pay principal, interest, fees, premiums, expenses and other amounts ofwhatever nature, Agent Expenses, and any such obligations that arise after the filing of a petition by or against any Obligor under the Bankruptcy Code (orunder any other bankruptcy or insolvency laws), regardless of whether allowed as a claim in the resulting proceeding, even if the obligations do not accruebecause of the automatic stay of Section 362 of the Bankruptcy Code (or under any other bankruptcy or insolvency laws) or otherwise.“Obligors” means, collectively, the Borrowers and the Guarantors.“Other Science Products” means the marketing units that are sub-segments of the Delta Business that offer grade 6-12 learning systems that integratetextbooks, equipment and technology under the CPO Science brand, a supplementary science curriculum under the NEO/SCI and SCIS brands, and a mathcurriculum, supplementary products and manipulatives primarily under the ThinkMath brand.“Other Taxes” has the meaning specified in Section 2.11(b).“Owned Real Property” means any fee interest of any Obligor in Real Property.“Participant” means a Person holding a Participation.“Participation” means a participation in all or a portion of the rights of a Lender, granted pursuant to and in accordance with Section 8.13.“Patent Security Agreement” means a Patent Security Agreement executed and delivered by an Obligor in favor of the Agent in substantially the formattached to the Security Agreement.“Payee” has the meaning set forth in Section 2.11.“PBGC” means the Pension Benefit Guaranty Corporation and any Person succeeding to any of its principal functions under ERISA.“Pension Plan” means an ERISA Plan that is a “pension plan” (within the meaning of Section 3(2) of ERISA).“Percentage” means, as to any Lender, in reference to Revolving Loans, the amount of such Lender’s Revolving Commitment divided by the RevolvingCommitment Amount or, if any such Revolving Commitments have been terminated, the aggregate outstanding principal amount of such Lender’s RevolvingLoans divided by the aggregate outstanding principal amount of Revolving Loans of all Lenders.“Permit” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, varianceor permission from, and any other contractual obligations with, any Governmental Authority, in each case whether or not having the force of law andapplicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 22“Permitted Debt” means, provided that the incurrence thereof would not otherwise give rise to a Default under this Agreement:(a) Prepetition Indebtedness listed in Part A of Schedule 6.2;(b) Permitted PMM/Capital Lease Debt;(c) Intercompany Debt permitted under Section 6.3, evidenced by the Master Intercompany Note and subject to the Intercompany Subordination andPayment Agreement, and in the case of Intercompany Debt existing on the Closing Date, listed in Part B of Schedule 6.2;(d) the Revolving Loans and other Debt outstanding under this Agreement;(e) ABL DIP Credit Obligations outstanding from time to time under the ABL DIP Credit Agreement, in an aggregate amount not to exceed at any time theMaximum ABL DIP Credit Amount;(f) Prepetition Term Loan and other Debt outstanding under the Prepetition Term Loan Agreement;(g) Debt under the Prepetition ABL Credit Documents;(h) endorsement of instruments or other payment items for deposit;(i) Debt consisting of unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with dispositionsof business units permitted by Section 6.5;(j) [Reserved];(k) Debt permitted to be incurred in accordance with the DIP Order;(l) [Reserved];(m) Debt incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards,purchase cards (including so-called “procurement cards” or “P-cards”), or cash management services; and(n) Adequate Protection Obligations.Notwithstanding the foregoing, Commodity Hedging Obligations shall not in any event be Permitted Debt.“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured lender) credit judgment.“Permitted Liens” means:(a) Liens in existence on the date of this Agreement and listed in Schedule 6.1;(b) Liens for taxes or assessments or other governmental charges to the extent not required to be paid by Section 5.4; 23(c) materialmen’s, warehousemen’s, merchants’, carriers’, worker’s, repairer’s, or other like Liens arising by operation of law in the ordinary course ofbusiness to the extent the obligations secured thereby are (i) not required to be paid by Section 5.4 and (ii) in an aggregate amount not to exceed$8,000,000 at any time outstanding;(d) pledges or deposits to secure obligations under worker’s compensation laws, unemployment insurance and social security laws, or to secure theperformance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, in the ordinary course of business and consistentwith past practices, in an aggregate amount for such bids, tenders, contracts and true leases not to exceed $500,000 at any time outstanding, or to securestatutory obligations incurred in the ordinary course of business and consistent with past practices in an aggregate amount for such statutory obligationsnot to exceed $500,000 at any time outstanding, or to secure indemnity or other similar obligations incurred in the ordinary course of business andconsistent with past practices in an amount not to exceed $500,000 at any time outstanding, provided that the aggregate amount of all Liens permittedunder this clause (d) shall not exceed $1,000,000;(e) Permitted Real Estate Encumbrances;(f) Liens created under the (i) Loan Documents and (ii) the Prepetition Term Loan Documents;(g) Liens created under the (i) ABL DIP Credit Documents securing the ABL DIP Credit Obligations and that are subject to the Intercreditor Agreementand (ii) Prepetition ABL Credit Documents securing obligations in respect thereof and that are subject to the Prepetition Intercreditor Agreement;(h) judgment Liens provided that such judgment Lien has not given rise to an Event of Default;(i) the interests of lessors under operating leases and non-exclusive licensors under license agreements;(j) Liens securing Permitted PMM/Capital Lease Debt so long as (i) such Lien attaches only to the asset purchased or acquired in connection with theincurrence thereof, and the proceeds therefrom, and (ii) such Lien only secures the Debt that was incurred to acquire the asset purchased or acquired;(k) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business and in existenceon the Petition Date;(l) rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connectionwith the maintenance of such Deposit Accounts that are subject to Control Agreements in the ordinary course of business;(m) [Reserved];(n) [Reserved]; 24(o) Liens in favor of customs and revenue authorities arising on or prior to the Petition Date as a matter of law to secure payment of customs duties notyet delinquent in connection with the importation of goods; and(p) Adequate Protection Obligations.“Permitted PMM/Capital Lease Debt” means Capitalized Lease Liabilities and purchase money Debt with respect to fixed assets (i) outstanding on theClosing Date and set forth on Schedule 6.2 hereof and described as such on such Schedule and (ii) incurred after the Closing Date in an aggregate principalamount for all such Capitalized Lease Liabilities and purchase money Debt not to exceed $500,000 outstanding at any time, provided that such CapitalizedLease Liabilities and purchase money Debt are entered into in connection with, and at the time of or no later than 20 days after, the acquisition by theBorrowers of equipment useful and used in the ordinary course of the Borrowers’ business and the principal amount of such Capitalized Lease Liabilities andpurchase money Debt when incurred does not exceed the purchase price of the property financed, and no such Capitalized Lease Liabilities and purchasemoney Debt shall be refinanced for a principal amount in excess of the principal amount refinanced.“Permitted Real Estate Encumbrances” means, in the case of any Real Property, (a) any “Permitted Encumbrances” (as defined in the Mortgage relatingto such Real Property) approved by the Agent, (b) Liens on such Real Property of the nature referred to in clauses (b), (f), (g) and (h) of the definition ofPermitted Liens, and (c) easements (including without limitation reciprocal easement agreements), rights-of-way, restrictions, municipal, building and zoningordinances and other similar encumbrances or other irregularities affecting such Real Property, that do not secure any Debt, and which were incurred in theordinary course of business and (i) are described in the title insurance policy with respect to such Real Property delivered to the Administrative Agent prior tothe date hereof, or (ii) in the opinion of the Administrative Agent, are not substantial in amount and do not in any case materially impair the use of suchproperty in the operation of the business of any Group Member or impair the value of such Real Property.“Permitted Senior Liens” means Permitted Liens (x) referred to in clauses (a), (b), (c), (e) and (j) of the definition of Permitted Liens and applicable to theCollateral (other than Equity Interests constituting Collateral, as to which there shall be no Permitted Senior Liens), to the extent, but only to the extent, havingpriority by mandatory provisions of applicable law, and (y) referred to in clause (g) of the definition of Permitted Liens and applicable only to the ABL DIPCredit Priority Collateral.“Permitted Surety Bonds” means unsecured guarantees and reimbursement obligations incurred in the ordinary course of business with respect to suretyand appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations.“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust,unincorporated organization or Governmental Authority.“Petition Date” means January 28, 2013.“Planner Business” means the business unit comprised of Premier Agendas, Inc. (excluding (on a basis consistent with the financial statements deliveredby the Administrative Borrower to the Agent prior to the Closing Date) those operations relating to the Educational Resources Business in Canada), PremierSchool Agendas, Ltd. and Select Agendas, Corp.“Platform” has the meaning set forth in Section 10.3(b). 25“Postpetition” means the time period commencing immediately upon the filing of the Chapter 11 Cases.“Prepetition” means the time period ending immediately prior to the filing of the Chapter 11 Cases.“Prepetition ABL Agent” means Wells Fargo Capital Finance, LLC, in its capacity as administrative agent and collateral agent, under the PrepetitionABL Credit Agreement.“Prepetition ABL Credit Agreement” means the Credit Agreement dated as of May 22, 2012, among the borrowers and guarantors named therein, thePrepetition ABL Credit Lenders and Wells Fargo Capital Finance, LLC, as administrative agent and co-collateral agent, as amended to date.“Prepetition ABL Credit Documents” means the Prepetition ABL Credit Agreement and each other Loan Document (as defined therein).“Prepetition ABL Credit Lenders” means all lenders party to the Prepetition ABL Credit Agreement.“Prepetition Agents” means, collectively, the Prepetition ABL Agent and the Prepetition Term Loan Agent.“Prepetition Debt Documents” means, collectively, the Prepetition ABL Credit Documents and the Prepetition Term Loan Documents.“Prepetition Debt Holders” means, collectively, the Prepetition ABL Credit Lenders and the Prepetition Term Loan Lenders.“Prepetition Indebtedness” means all Debt of the Borrowers outstanding on the Petition Date immediately prior to the filing of the Chapter 11 Cases otherthan Debt under the Prepetition ABL Credit Agreement and the Prepetition Term Loan Agreement.“Prepetition Intercreditor Agreement” means the Intercreditor Agreement, dated as of May 22, 2012, executed by Wells Fargo Capital Finance, LLC in itscapacity as Prepetition ABL Agent, and Bayside Finance LLC, in its capacity as Prepetition Term Loan Agent.“Prepetition Secured Obligations” means the obligations in respect of the Prepetition ABL Credit Documents and the Prepetition Term Loan Documents.“Prepetition Term Lenders” means the lenders party to the Prepetition Term Loan Agreement.“Prepetition Term Loan Agent” means Bayside Finance, LLC, as administrative agent and collateral agent under the Prepetition Term Loan Documents.“Prepetition Term Loan Agreement” means that certain Credit Agreement, dated as of May 22, 2012, by and among the borrowers and guarantors namedtherein, the Prepetition Term Lenders and the Prepetition Term Loan Agent, as amended to date.“Prepetition Term Loan Documents” means the Prepetition Term Loan Agreement and each other Loan Document (as defined therein). 26“Prepetition Term Loan Lenders” means the lenders party to the Prepetition Term Loan Agreement.“Prime Rate” means, at any time, a rate per annum equal to the higher of (a) the rate last quoted by The Wall Street Journal as the “base rate on corporateloans posted by at least 75% of the nation’s largest banks” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annuminterest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or,if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the FederalReserve Board (as determined by the Administrative Agent) and (b) the sum of 0.5% per annum and the Federal Funds Rate.“Product Development Expense” means, for any period, the capitalized cash investment on product development for such period.“Professional Fees Line Items” has the meaning set forth in Section 6.31(d).Projections” has the meaning set forth in Section 4.5.“Protective Advances” has the meaning set forth therefor in Section 2.17(a).“Purchaser” means Bayside School Specialty, LLC, a Delaware limited liability company, and any of its designees, successors or assigns of itsobligations under the Asset Purchase Agreement.“Qualified Equity Interest” means and refers to any Equity Interests issued by School Specialty (and not by one or more of its Subsidiaries) that is not aDisqualified Equity Interest.“Rate Hedging Obligations” means any and all obligations of the Group Members under (a) any and all agreements, devices or arrangements designed toprotect any Group Member from the fluctuations of interest rates, including interest rate exchange agreements, interest rate cap or collar protection agreements,and interest rate options, puts and warrants, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any of the foregoing.“Reading Business” means the literacy and intervention division of the Accelerated Learning Business.“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of orinterests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements,hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights andother property and rights incidental to the ownership, lease or operation thereof.“Receipts” has the meaning set forth in Section 5.12(b).“Reconcilable Inclusion” means, with respect to the Accelerated Learning Business and the Planner Business, any inclusion within the AcceleratedLearning Business or the Planner Business, respectively, of contracts, rights or other assets that (x) prior to such inclusion, were included in a differentBusiness Segment, or (y) in the case of contracts, rights or other assets not previously included in a different Business Segment, are not consistent with thethen-existing other contracts, rights and other assets of the Accelerated Learning Business or the Planner Business, respectively 27“Related Person” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative,attorney, accountant and each insurance, environmental, legal, financial and other advisor and other consultants and agents of or to such Person or any of itsAffiliates, together with, if such Person is the Administrative Agent, each other Person or individual designated, nominated or otherwise mandated by orhelping the Administrative Agent pursuant to and in accordance with Section 8.17 or any comparable provision of any Loan Document.“Related Transactions” means, collectively, the execution and delivery of, and consummation of the transactions contemplated by, all ABL DIP CreditDocuments and the payment of all related fees, costs and expenses.“Release” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal,discharge, dispersal, dumping, leaching or migration of Hazardous Substance into or through the environment.“Remaining Obligor” has the meaning set forth in Section 9.4.“Remedial Action” means all actions required under Environmental Laws to (a) clean up, remove, treat or in any other way address any HazardousSubstance in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Substance does not migrate or endanger or threatento endanger public health or welfare or the indoor or outdoor environment, or (c) perform pre-remedial studies and investigations and post-remedial monitoringand care with respect to any Hazardous Substance.“Report” and “Reports” have the meanings specified in Section 8.20(a).“Reportable Event” means a reportable event as that term is defined in Title IV of ERISA, and not as to which the PBGC has by regulation waived therequirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, and with the exception of actions of generalapplicability by the Secretary of Labor under Section 110 of ERISA.“Reporting Affiliate” means, with respect to any Person, a Person who is an Affiliate of such first Person under clauses (a), (b) or (c) of the definition ofthe term “Affiliate”.“Representatives” has the meaning set forth in Section 7.2.“Required Lenders” means, at any time, the Lenders holding Loans and Commitments representing more than a majority of all Loans and unfundedCommitments outstanding at such time, provided that at any time that Bayside and its Affiliates hold in the aggregate at least 25% of the sum of all Loans andunfunded Commitments outstanding at such time, Required Lenders shall include Bayside and/or such Affiliates, as applicable.“Required Payment” has the meaning set forth in Section 2.10(c).“Requirements of Law” means, as to any Person, the organizational documents of such Person and any Applicable Law, or determination of aGovernmental Authority having the force of law (but nevertheless including determinations of a Governmental Authority not having the force of law ifresponsible and prudent Persons engaged in a business similar to the business of the Borrower would observe such determinations), in each case applicable toor binding upon such Person or any of its business or property or to which such Person or any of its business or property is subject. 28“Reserve Percentage” has the meaning set forth in the definition of “LIBOR Rate”.“Responsible Officer” means the chief executive officer or chief financial officer of the Administrative Borrower.“Restricted Payment” means, in respect of any Obligor or any Subsidiary of any Obligor, to (a) declare or pay any dividend or make any other paymentor distribution, directly or indirectly, on account of Equity Interests issued by such Obligor or Subsidiary (including any payment in connection with anymerger or consolidation involving such Obligor or Subsidiary) or to the direct or indirect holders of Equity Interests issued by such Obligor or Subsidiary intheir capacity as such (other than dividends or distributions payable in Equity Interests of such Obligor or Subsidiary that are not Disqualified EquityInterests), or (b) purchase, redeem, make any sinking fund or similar payment, or otherwise acquire or retire for value (including in connection with anymerger or consolidation involving such Obligor or Subsidiary) any Equity Interests issued by such Obligor or Subsidiary, or (c) make any payment to retire,or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire Equity Interests of such Obligor or Subsidiary now or hereafteroutstanding, or (d) make any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance(including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Debt.“Restrictive Agreement” means an agreement (other than a Loan Document) that conditions or restricts the right of any Group Member to incur or repayborrowed money, to grant Liens on any assets, to declare or make Restricted Payments, to modify, extend or renew any agreement evidencing borrowed money,or to repay any Intercompany Debt.“Return” has the meaning set forth in Section 2.12(b)(i).“Revolving Commitments” means, with respect to each Lender, the amount of the Revolving Commitment set forth opposite such Lender’s name onSchedule 1.1.1 hereof, or below such Lender’s signature on an Assignment Certificate executed by such Lender, or as the context may require, the obligation ofsuch Lender to make Revolving Loans, as contemplated by this Agreement.“Revolving Commitment Amount” means the aggregate amount of the Revolving Commitments of all Lenders at any time, which amount shall be$50,000,000.“Revolving Loan” means a Loan made pursuant to Section 2.1 utilizing the Revolving Commitments.“Revolving Note” means a promissory note of the Borrowers payable to a Lender evidencing the Revolving Commitment of such Lender (as suchpromissory note may be amended, extended or otherwise modified from time to time) and also means each promissory note accepted by such Lender from timeto time in substitution therefor or in renewal thereof.“Rolling Two Week Test Period” has the meaning set forth in Section 6.31(a).“Sale/Leaseback Liabilities” means any amount or liability in respect of sale/leaseback or analogous transactions that is or is required under GAAP tobe shown on the consolidated balance sheet of the Administrative Borrower and its consolidated Subsidiaries.“Sale Motion” has the meaning set forth in the Asset Purchase Agreement. 29“Sale Order” has the meaning set forth in the Asset Purchase Agreement.“School Specialty” has the meaning set forth in the Preamble to this Agreement.“Secured Parties” means the Lenders, the Administrative Agent, the Collateral Agent, each other Indemnitee and any other holder of any Obligation ofany Obligor.“Security Agreement” means each Security and Pledge Agreement (or similar agreement) executed by each Obligor in favor of the Agent and the Lenders,in the form of Exhibit E hereto duly completed for each Obligor, as the same may be amended, supplemented or restated from time to time.“Seeds Divestiture” means the disposition by the Obligors of the Seeds of Science / Roots of Reading business in January 2012.“Senior Debt” means Debt of the Group Members that has not been subordinated in right of payment to the Obligations in a manner in form andsubstance satisfactory to the Agent, including the ABL DIP Credit Obligations.“Single Test Week” has the meaning set forth in Section 6.31(a).“Stated Borrowing Base” has the meaning ascribed thereto in the Intercreditor Agreement (as in effect on the date hereof).“Subordinated Debt” means unsecured Debt of the Obligors that is not Senior Debt, and that (a) is only guaranteed by the Guarantors, (b) is not subjectto scheduled amortization, redemption, sinking fund or similar payment and does not have a final maturity, in each case, on or before the date that is sixmonths after the Maturity Date, and (c) does not include any financial covenants or any covenant or agreement that is more restrictive or onerous on anyObligor in any material respect than any comparable covenant in this Agreement; and “Subordinated Debt” shall in any event include (x) the 2011 ConvertibleSubordinated Debentures, and (y) any other Debt of an Obligor incurred after the date hereof which by its terms is expressly subordinated to the Obligations ina manner and to an extent approved by the Administrative Agent.“Subsequent Revolver Funding Date” means the second Business Day of each fiscal week commencing on the fiscal week immediately following thefiscal week in which the Initial Borrowing of the Revolving Loan is made.“Subsidiary” of a Person means any corporation, limited liability company, partnership or other entity of which more than fifty percent (50%) of theoutstanding equity or membership interests or shares of capital stock having general voting power under ordinary circumstances to elect a majority of theboard of directors (or other governing body) of such entity, (irrespective of whether or not at the time stock or membership interests of any other class orclasses shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by such Person, bysuch Person and one or more Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.“Subsidiary Borrowers” has the meaning set forth in the Preamble to this Agreement.“Survey” means, in respect of a particular parcel of Real Property, an American Land Title Association form survey, dated no earlier than 30 days priorto the issuance of the corresponding Mortgage Policy (or such other date as the Agent may approve in its Permitted Discretion), certified to the Agent and theissuer of the corresponding Mortgage Policy in a manner satisfactory to the Agent, by a 30land surveyor duly registered and licensed in the states in which the property described in such survey is located and acceptable to the Agent, which survey(i) shall show (x) all buildings and other improvements, (y) the location of any easements, rights of way, building set-back lines and other dimensionalregulations and (z) such other matters as the Agent shall reasonably request and (ii) be sufficient for the issuer of the corresponding Mortgage Policy to removeall standard survey exceptions from the corresponding Mortgage Policy.“SWDA” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.).“Synthetic Lease Liabilities” means the monetary obligation of a Person under either: (a) a so-called synthetic, off-balance sheet or tax retention lease; or(b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon theinsolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). The amount ofSynthetic Lease Liabilities shall be deemed to be the capitalized amount of the remaining lease payments under the relevant lease that would appear on abalance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.“Tax Returns” has the meaning set forth in Section 4.8.“Taxes” has the meaning set forth in Section 2.11.“Term and Revolving Loan Priority Collateral” has the meaning set forth in the Intercreditor Agreement.“Term and Revolving Loan Priority Collateral Deposit Account” means an account maintained with JPMorgan Chase Bank, National Association, andsubject to a first priority Lien, perfected through control pursuant to a Control Agreement, in favor of the Agent for the benefit of the Secured Parties into whichshall be deposited all Net Cash Proceeds of all Dispositions of all property of the Obligors that is not ABL DIP Credit Priority Collateral.“Termination Date” means the earliest to occur of (i) Maturity Date, (ii) the consummation of a sale of all or substantially all of the assets of theBorrowers under section 363 of the Bankruptcy Code, (iii) unless waived by the Lenders in their sole discretion, the occurrence of an Event of Default aftertaking into effect all applicable grace periods, (iv) the acceptance in writing by any of the Borrowers of any offer or bid for the purchase of, directly orindirectly, all or substantially all of the assets of any of the Borrowers, or all of the equity of School Specialty or any Subsidiary thereof, to a buyer that doesnot provide for the actual payment in full of the Obligations by no later than the Maturity Date, or (v) unless waived by the Lenders in their sole discretion, thedate that any of the Borrowers files a motion with the Bankruptcy Court for authority to proceed with the sale or liquidation of any of the Borrowers’ (or anymaterial portion of the assets or all of the equity of any Borrower) without the consent of the Lenders except pursuant to a proposed sale of all or substantiallyall of the Borrowers’ assets, or all of the equity of School Specialty or any Subsidiary thereof, to a buyer that provides for the actual payment in full of theObligations by no later than the Maturity Date. Upon the Termination Date, the Commitments shall terminate and all Loans and other Obligations shall be dueand payable.“Test Period” means the Single Test Week and the Rolling Two Week Test Period, commencing from the Single Test Week ending February 2, 2013. 31“Total Outstanding ABL DIP Credit Amount” means, as of the date of determination, the sum of (a) the aggregate principal amount of all outstandingABL DIP Credit Loans, plus (b) the amount of the LC Obligations.“Trademark Security Agreement” means a Trademark Security Agreement executed and delivered by an Obligor in favor of the Agent in substantiallythe form attached to the Security Agreement.“Treasury” means the United States Treasury.“UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform CommercialCode, the Uniform Commercial Code as in effect in the State of New York.“Unfinanced Capital Expenditures” means Capital Expenditures that are made from available cash of the Borrowers and not from the proceeds ofPermitted PMM/Capital Lease Debt (including any Permitted PMM/Capital Lease Debt incurred after the acquisition of the asset acquired to directly orindirectly finance such acquisition), and are made in respect of assets that are not subject to any capital lease, and are not pledged to secure any purchasemoney Debt (whenever incurred).“Unrestricted Cash” means, as of any date of determination, the aggregate amount of cash credited as of such date to all deposit accounts of the GroupMembers, which cash is subject to no restriction on its use, transfer or distribution pursuant to any Requirement of Law or contractual obligation (other thanthe Loan Documents, the ABL DIP Credit Documents, the Prepetition Term Loan Documents and the Prepetition ABL Credit Documents).“Unused Line Fee” has the meaning set forth in Section 2.10(k).“USA Patriot Act” has the meaning set forth in Section 10.16.“Variance Report” means a weekly variance report to be provided by Borrowers to Administrative Agent within three Business Days after the end of eachfiscal week reflecting actual cash receipts and disbursements for (i) the prior fiscal week, (ii) the period from the beginning of the fiscal month which includessuch fiscal week to the end of such fiscal week, (iii) the applicable Test Period of the Administrative Borrower, and (iv) the period from the beginning of thefiscal week ending February 2, 2013 to the end of such Test Period, in each case, reflecting the amount variance and, in the case of clause (iii), percentagevariance of actual receipts and disbursements (on a line item basis) from those receipts and disbursements reflected in the most recently delivered thirteen-weekcash flow forecast in the Approved Budget for the corresponding periods (or, in the case of clause (iv) and with respect to past periods that are not covered inthe most recently delivered thirteen-week cash flow forecast in the Approved Budget, the latest thirteen-week cash flow forecast in the Approved Budget thatcovers any such past period), an explanation of the reason for any such variance and compliance or non-compliance with the requirements set forth inSection 6.31.“Week 1” has the meaning set forth in Section 6.31.“Week 2” has the meaning set forth in Section 6.31.“Welfare Plan” means an ERISA Plan that is a “welfare plan” within the meaning of Section 3(1) of ERISA. 32Section 1.2. Payments. The Administrative Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of anyamount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Obligor or anyLender. Any such determination or redetermination by the Administrative Agent shall be conclusive and binding for all purposes, absent manifest error. Nodetermination or redetermination by any Secured Party or Obligor and no other currency conversion shall change or release any obligation of any Obligor or ofany Secured Party (other than the Administrative Agent and its Related Persons) under any Loan Document, each of which agrees to pay separately for anyshortfall remaining after any conversion and payment of the amount as converted. The Administrative Agent may round up or down, and may set upappropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis paymentthresholds.ARTICLE IICREDIT FACILITIESSection 2.1. Revolving Commitments. Subject to the terms and conditions herein set forth, each Lender hereby severally, but not jointly, agrees to makerevolving loans in Dollars (each such loan, a “Revolving Loan”), not to exceed the Revolving Commitment Amount, to the Borrowers as follows: (i) an initialborrowing on the Closing Date, in the aggregate principal amount of $15,000,000 (the “Initial Borrowing”) and (ii) additional borrowings on each SubsequentRevolver Funding Date in respect of which a Notice of Borrowing has been delivered in an amount not to exceed the Availability or a greater amount agreed to inwriting by the Administrative Agent or each Lender in their sole discretion. The proceeds of such Revolving Loans shall be deposited into the Term andRevolving Loan Priority Collateral Deposit Account. The Revolving Loans and Revolving Loan proceeds shall be allocated to the Borrowers in the mannerspecified in the Notice of Borrowing therefor and used to pay (i) certain pre-petition expenses of the Borrowers and other costs authorized by the BankruptcyCourt in each case acceptable to the Lenders, (ii) Obligations hereunder and under all other Loan Documents (including, without limitation, interest, fees,expenses and other amounts of whatever nature and Agent Expenses) and (iii) post-petition operating expenses and to fund working capital of the Borrowersand other costs and expenses of administration of the Chapter 11 Cases (excluding wind-down expenses and payments with respect any management incentiveplan unless agreed to in writing by the Lenders in their sole discretion), in each case subject to Availability and not to exceed the Revolving CommitmentAmount. Notwithstanding the preceding, prior to the entry by the Bankruptcy Court of a Final Order, the Revolving Commitment Amount shall be limited tothe sum of $25,000,000, to the extent authorized by the Interim Order. For the avoidance of doubt, there shall not be more than one borrowing in any fiscalweek.Section 2.2. Procedures for Revolving Loans. The Initial Borrowing shall be funded on the Closing Date without further need for the Borrowers to takeany action or submit any notice or request to the Administrative Agent or Lenders. To request a Revolving Loan to be funded on any Subsequent RevolverFunding Date, the Administrative Borrower shall submit a Notice of Borrowing to the Administrative Agent no later than 3:00 p.m. New York, New Yorktime, on the Business Day prior to the proposed Subsequent Revolver Funding Date. The Notice of Borrowing shall be effective upon receipt by theAdministrative Agent, shall be in writing by facsimile or electronic transmission (including by PDF). The requested borrowing shall be in an integral multipleof $500,000 and not less than $2,000,000. Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall advise each Lender of the proposedRevolving Loan. At or before 3:00 p.m., New York, New York time, on the date specified for the requested Revolving Loan, each Lender shall provide theAdministrative Agent at the principal office of the Administrative Agent in Miami Florida with immediately available funds covering such Lender’s Percentageof such Revolving Loan. Subject to satisfaction of the conditions precedent set forth in Article III with respect to such Revolving Loan, the AdministrativeAgent shall pay over such 33funds to the Administrative Borrower, by effecting a wire transfer to the Term and Revolving Loan Priority Collateral Deposit Account (or to such other Personand account as may be specified in the Funds Flow Memorandum), for the account of the applicable Borrower(s) specified in the Notice of Borrowing, prior to4:00 p.m., New York, New York time, on the date of the requested Revolving Loan.Section 2.3. Interest. The outstanding principal amount of each Loan shall bear interest from the date when made to the date repaid (provided that onefull day’s interest shall be payable for any Loan, or portion thereof, that is borrowed and repaid on the same day), accruing daily at a rate per annum equal tothe applicable LIBOR Rate for each day during each Interest Period during which such Loan is outstanding, plus the Applicable Margin, adjusted for eachapplicable Interest Period, payable in arrears on the last day of the applicable Interest Period; provided, however, that upon the occurrence of an Event ofDefault (whether or not the Agent or any Lender shall have received or given notice thereof), the interest on the Loans from and after the date of the occurrenceof such Event of Default shall be the rate per annum otherwise applicable from time to time to such Loans, plus three percent (3.0%) per annum (adjusting forany change in the applicable LIBOR Rate), payable in arrears on the last day of each fiscal month and on the last day of the applicable Interest Period and ondemand from time to time (the “Default Rate”). The outstanding amount of all Obligations other than outstanding principal of Loans shall bear interest fromthe date such Obligations are due and payable, accruing daily at the rate applicable from time to time (calculated daily and not for any Interest Period) to theLoans (and shall bear interest at the Default Rate upon the occurrence of an Event of Default). Interest shall be computed on the basis of the actual number ofdays elapsed and a year consisting of 360 days. Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on theBorrowers, the other Obligors and the Lenders in the absence of manifest error. All payments of interest shall be made in cash in Dollars in immediatelyavailable funds.Section 2.4. Setting and Notice of Rates. The applicable LIBOR Rate for each Interest Period shall be determined by the Administrative Agent on theClosing Date, for the initial Interest Period, and on the first Business Day of each subsequent fiscal month, for each subsequent Interest Period (such rate toapply for each calendar day in such Interest Period), whereupon notice thereof (which may be by telephone) shall be given by the Administrative Agent to theAdministrative Borrower and each Lender. Each such determination of the applicable LIBOR Rate shall be conclusive and binding upon the parties hereto, inthe absence of demonstrable and manifest error. The Administrative Agent, upon written request of the Administrative Borrower or any Lender, shall deliver tothe Administrative Borrower or such requesting Lender a statement showing the computations or source used by the Administrative Agent in determining theapplicable LIBOR Rate hereunder.Section 2.5. Repayment of Loans; Representations; Joint and Several Liability.(a) The Borrowers hereby unconditionally promise to pay to the Administrative Agent for itself and the account of each Lender in cash in Dollars inimmediately available funds the then unpaid amount of each Loan and any other Obligations on the Maturity Date, or on such prior date as may berequired by the terms of this Agreement (including, without limitation, upon the Termination Date).(b) For all purposes of calculating whether payments of amounts payable under this Agreement have been received in a timely fashion on the daterequired therefor pursuant to this Agreement, including calculating interest on the applicable Obligations, funds received by the Administrative Agentfrom the Borrowers prior to 2:00 p.m. New York time will be deemed applied to the Obligations then due and payable as provided herein on the date ofreceipt by the Administrative Agent, provided that such funds are immediately available and notice thereof is received from the Administrative Borrowerin accordance with the Administrative Agent’s usual 34and customary practices as in effect from time to time and by 3:00 p.m. (New York time) on such date of receipt, and if not, then such amounts shall bedeemed received and applied on the next succeeding Business Day after receipt of such immediately available funds by the Administrative Agent.(c) The Borrowers shall be obligated to repay all Loans made under this Article II notwithstanding the failure of the Administrative Agent to provide anywritten request therefor or written confirmation thereof and notwithstanding the fact that the person requesting the same was not in fact authorized to doso. Any request for Revolving Loans under Section 2.2, whether written, telephonic, telecopy or otherwise, shall be deemed to be a representation by eachBorrower that the borrowing conditions set forth in Section 3.1 and Section 3.2 have been met and all statements set forth in Section 3.1 and Section 3.2are correct as of the time of the request.(d) The Borrowers shall be jointly and severally liable for all amounts due from the Borrowers to the Administrative Agent, the Lenders and the otherSecured Parties under this Agreement, regardless of which Borrower actually receives the Loans or other extensions of credit hereunder or the amount ofsuch Loans received or the manner in which the Administrative Agent accounts for such Loans or other extensions of credit on its books and records.The Obligations with respect to Loans or other extensions of credit made to a Borrower, and the Obligations arising as a result of the joint and severalliability of a Borrower hereunder with respect to Loans or other extensions of credit made to the other Borrowers hereunder, shall be separate and distinctobligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and severalliability of a Borrower hereunder with respect to Loans or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extentpermitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowersor of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collectthe Obligations from the other Borrowers, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (c) thewaiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent, Lenders or other Secured Parties with respect to anyprovisions of any agreement or instrument evidencing or governing the Obligations of the other Borrowers, or any part thereof, or any other agreementnow or hereafter executed by the other Borrowers and delivered to the Administrative Agent, (d) the failure by the Administrative Agent, or any of theLenders or other Secured Parties to take any steps to perfect and maintain its security interest in the Collateral or any part of it, or to preserve its or theirrights and maintain its or their security or collateral for the Obligations of the other Borrowers, (e) the election of the Administrative Agent, or any of theLenders or other Secured Parties in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the BankruptcyCode, (f) the disallowance of all or any portion of the claim(s) of the Administrative Agent, or any of the Lenders or other Secured Parties for therepayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitutea legal or equitable discharge or defense of a Guarantor or of the other Borrowers, other than, with respect to a particular Lender, the willful misconduct,fraud or gross negligence of such Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. With respect to theObligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Revolving Loans or other extensions of creditmade to the other Borrowers hereunder, each Borrower and Guarantor waives, until the Obligations shall have been paid in full in immediately availablefunds and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which the Agent or any other SecuredParty now has or may hereafter have against the Borrowers or any Guarantor, or any endorser or any other 35guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Agent or anyother Secured Party. Upon any Event of Default and for so long as the same is continuing, the Agent may proceed directly and at once, without notice,against any Borrower or Guarantor, or against any one or more of them, to collect and recover the full amount, or any portion of the Obligations, withoutfirst proceeding against the other Borrowers or Guarantors or any other Person, or against any security or collateral for the Obligations. Each Borrowerand Guarantor consents and agrees that the Agent and the Lenders and the other Secured Parties shall be under no obligation to marshal any assets infavor of the Borrower(s) or Guarantor(s) or against or in payment of any or all of the Obligations.Section 2.6. Notes. Upon request by a Lender, such Lender’s Revolving Loan may be evidenced by a Revolving Note. The unpaid principal amount ofeach Note and all unpaid accrued interest thereon shall be payable on the Maturity Date, or on such prior date as may be required by the terms of thisAgreement.Section 2.7. Fees. The Borrowers shall pay to the Administrative Agent, for its own account (or to such other parties as the Administrative Agent mayspecify in writing), the fees specified in the Administrative Agent Fee Agreement in the amounts and on the dates specified therein, including without limitationa non-refundable agent’s fee in the per annum amount of $150,000, as further specified in the Administrative Agent Fee Agreement, payable in advance on theClosing Date and on each annual anniversary thereof, which amount shall be deemed fully earned when paid, whether or not this Agreement shall continue ineffect, or any Loans or the Commitment shall remain in effect, for the entire year covered thereby.Section 2.8. Use of Proceeds. The proceeds of all Revolving Loans shall be used by the Borrowers and their Subsidiaries solely in accordance withSection 2.1(a) and otherwise subject to the terms of this Agreement.Section 2.9. Prepayments; Apportionment and Application.(a) Mandatory Prepayments — Agent Election. The Borrowers shall be required to prepay the Obligations in accordance with Section 2.9(c) upon thefollowing events in the amounts stated below, in each case within one (1) Business Day of the receipt thereof, unless such prepayment is waived inwriting by the Administrative Agent with the consent of the Required Lenders:(i) upon the receipt by any Group Member of the proceeds of a Carson-Dellosa Drag-Along Sale or any other voluntary or involuntary Dispositionor spin-offs of property, divisions, business units, or business lines of a Group Member (including casualty losses or condemnations but excludingsales or dispositions which are permitted under clause (a) of Section 6.5 and dispositions of Inventory in the ordinary course of business), in anamount equal to (x) in the case of Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received in respect of ABL DIPCredit Priority Collateral by such Group Member in connection with such Dispositions or spin-offs, 100% of the amount thereof, and (y) in all othercases, in an amount equal to 100% of the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such GroupMember in connection with such Dispositions or spin-offs; provided, that, nothing contained in this Section 2.9(a)(i) shall permit any Group Memberto Dispose of any property other than in accordance with Section 6.5; and 36(ii) upon the receipt by any Group Member of (1) any net proceeds of issuances of Debt for the refinancing of the Obligations, in an amount equalto 100% of such amounts, (2) net proceeds of issuances of Debt (other than Debt described in the preceding clause (1), and other Permitted Debt), in anamount equal to 50% of such amounts, (3) net proceeds of issuances of Equity Interests to any Person other than an Obligor, in an amount equal to 50%of such amounts, (4) Extraordinary Receipts attributable to or received in respect of Term and Revolving Loan Priority Collateral, in an amount equal to100% of such amounts, (5) Extraordinary Receipts attributable to or received in respect of ABL DIP Credit Priority Collateral, in an amount equal to 0%of such amounts that are received prior to Payment in Full of the ABL Priority Debt (as each such term is defined in the Intercreditor Agreement) and100% of such amounts that are received thereafter, (6) other Extraordinary Receipts, in an amount equal to 50% of such amounts, (7) any proceeds ofbusiness interruption insurance, in an amount equal to 50% of such amounts, (8) any proceeds of all other insurance in respect of loss or destruction ofproperty and of the proceeds of all awards and other recoveries in respect of condemnation and analogous events in respect of property, in each caseattributable to or received in respect of Term and Revolving Loan Priority Collateral, in an amount equal to 100% of such amounts, and (9) anyproceeds of all other insurance in respect of loss or destruction of property and of the proceeds of all awards and other recoveries in respect ofcondemnation and analogous events in respect of property, in each case attributable to or received in respect of ABL DIP Credit Priority Collateral(calculated as determined in Section 5.2 of the Intercreditor Agreement), in an amount equal to 0% of such amounts that are received prior to Payment inFull of the ABL Priority Debt (as each such term is defined in the Intercreditor Agreement) and 100% of such amounts that are received thereafter (in eachcase in clauses (8) and (9) above, subject to exceptions for repairs and replacements effected within 60 days of receipt of such insurance proceeds orother award by any Group Member and costing up to $200,000 per casualty event (or such greater amount as the Administrative Agent may approve, tothe extent commercially reasonable)).(b) Voluntary Prepayments. The Borrowers may prepay the outstanding principal amount of any Loan in whole at any time and/or in part, at par, fromtime to time, upon not less than thirty (30) days’, and not more than sixty (60) days’ prior written notice to the Administrative Agent, which notice shallbe irrevocable once given, provided that (i) the Borrowers will remain liable for any breakage costs that may be owing pursuant to Section 2.13 aftergiving effect to such prepayment, and (ii) each partial prepayment that is not of the entire outstanding amount of Loans shall be in an aggregate amountthat is an integral multiple of $1,000,000.(c) Prepayments Generally. The following provisions shall apply to all prepayments under Section 2.9(a) and (b)), to the extent specified below:(i) any prepayment of the Revolving Loans under Section 2.9(a) and (b) shall be applied against the outstanding Revolving Loans of each Lenderpro rata according to each Lender’s Percentage of such Loans with a permanent reduction of the Revolving Commitment;(ii) at any time that an Application Event has occurred, prepayments under Section 2.9(a) shall be applied in accordance with the terms ofSection 2.10(f)(ii);(iii) [Reserved];(iv) [Reserved]; and(v) upon receipt by any Obligor of any Net Cash Proceeds, Extraordinary Receipts, net proceeds of issuances of Debt or Equity Interests,insurance proceeds or other awards payable in connection with the loss, destruction or condemnation of any property, or other amounts described inSection 2.9(a) (except clause (a)(i)(x)), the Administrative Borrower shall immediately deposit such funds, or cause such funds to be immediatelydeposited, in the Term 37and Revolving Loan Priority Collateral Deposit Account in an amount not less than the maximum amount that would be required to be applied toprepayment of the Obligations hereunder (assuming none of such proceeds would be elected to be used for any permitted repairs or replacements); theAdministrative Borrower will cause such funds to be maintained in the Term and Revolving Loan Priority Collateral Deposit Account until applied toprepayment of the Obligations, or to a permitted repair or replacement, in accordance with the terms of this Section 2.9.(d) No Violation of Intercreditor Agreement. Notwithstanding anything else to the contrary in this Agreement, the Borrowers shall not be permitted tomake, and the Agent and the Lenders shall not be required to receive (and for the avoidance of doubt, if the Lenders do so receive, such receipt shall besubject to the Intercreditor Agreement), any voluntary prepayments of the Obligations (for the avoidance of doubt, including voluntary prepaymentspursuant to Section 2.9(b) and also prepayments specified to be in such amounts as the Administrative Borrower may elect pursuant toSection 2.9(a)(i)(y)) that would contravene, or result in a breach of, any provision of the Intercreditor Agreement.Section 2.10. Payments.(a) Making of Payments. All payments and prepayments of principal, interest and other amounts due hereunder shall be made (unless otherwiseexpressly stated in this Agreement) to the Administrative Agent for the account of the Lenders pro rata according to their respective applicablePercentages. All payments to the Administrative Agent shall be made to the Administrative Agent at its office in Miami, Florida, not later than 2:00 p.m.,New York, New York time, on the date due, in Dollars in immediately available funds, and funds received after that hour shall be deemed, forpurposes of determining timeliness of payments and for all purposes of computation of interest, to have been received by the Administrative Agent on thenext following Business Day. Any payment or prepayment of principal shall be accompanied by accrued unpaid interest on such amount of principalpaid or prepaid through the date of payment or prepayment, and, if applicable, additional compensation calculated in accordance with Section 2.13. TheAdministrative Agent shall remit to each Lender in immediately available funds its share of all such payments received by the Administrative Agent forthe account of such Lender on the Business Day next succeeding the Business Day such payments are received by the Administrative Agent. If theAdministrative Agent fails to remit any payment to any Lender when required hereby, the Administrative Agent shall pay interest on demand to thatLender for each day during the period commencing on the date such remittance was due until the date such remittance is made at an annual rate equal tothe Federal Funds Rate for such day. All payments under Section 2.11, 2.12 or 2.13 shall be made by the Borrowers directly to each Lender entitledthereto.(b) Effect of Payments. Each payment by the Borrowers to the Administrative Agent for the account of any Lender pursuant to Section 2.10(a) shall bedeemed to constitute payment by the Borrowers directly to such Lender, provided, however, that in the event any such payment by the Borrowers to theAdministrative Agent is required to be returned to the Borrowers for any reason whatsoever, then the Borrowers’ obligation to such Lender with respectto such payment shall be deemed to be automatically reinstated.(c) Distributions by Agent. Unless the Administrative Agent shall have been notified by a Lender or a Borrower prior to the date on which such Lenderor Borrower are scheduled to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Revolving Loan to be made by ithereunder or (in the case of a Borrower) a payment to the Administrative 38Agent for the account of one or more of the Lenders hereunder (such payment by a Lender or Borrower (as the case may be) being herein called a“Required Payment”), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, theAdministrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to),make the amount thereof available to the intended recipient(s) on such date and, if such Lender or Borrower (as the case may be) has not in fact madethe Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount somade available together with interest thereon for each day during the period commencing on the date such amount was so made available by theAdministrative Agent until the date the Administrative Agent recovers such amount at a rate (i) equal to the Federal Funds Rate for such day, in the caseof a Required Payment owing by a Lender, or (ii) equal to the applicable rate of interest as provided in this Agreement for the Loans (calculated daily andnot in respect of any Interest Period), in the case of a Required Payment owing by a Borrower.(d) Setoff. Each Borrower agrees that each Lender, subject to such Lender’s sharing obligations set forth in Section 8.6, shall have all rights of setoffand bankers’ lien provided by Applicable Law, and in addition thereto, each Borrower agrees that if at any time any Obligation is due and owing bysuch Borrower under this Agreement or the other Loan Documents to any Lender at a time when an Event of Default has occurred hereunder, any Lendermay apply any and all balances, credits, and deposits, accounts or moneys of such Borrower then or thereafter in the possession of such Lender(excluding, however, any trust or escrow accounts held by such Borrower for the benefit of any third party) to the payment thereof.(e) Due Date Extension. If any payment of principal of or interest on any Loan or any fees payable hereunder falls due on a day that is not a BusinessDay, then such due date shall be extended to the next following Business Day, and (in the case of principal) additional interest shall accrue and bepayable for the period of such extension.(f) Apportionment and Application of Payments.(i) So long as no Application Event has occurred, and except as otherwise expressly specified herein, all principal and interest payments shall beapportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by eachLender) and all payments of fees and expenses (other than fees or expenses that are for the Agent’s separate account) shall be apportioned ratably amongthe Lenders to which a particular fee or expense relates. All payments to be made hereunder by the Borrowers shall (subject to the last sentence ofSection 2.10(a) hereof) be remitted to the Administrative Agent and all (subject to Section 2.10(f)(iii) hereof) such payments, and all proceeds ofCollateral received by the Agent, shall be applied, so long as no Application Event has occurred, to reduce the balance of the Loans and other Obligationsoutstanding and, thereafter, to the Administrative Borrower or such other Person entitled thereto under Applicable Law.(ii) At any time that an Application Event has occurred, all payments remitted to the Administrative Agent and all proceeds of Collateral receivedby the Agent shall be applied as follows:(A) first, to pay any Agent Expenses (including cost or expense reimbursements) or indemnities then due to the Agent under the LoanDocuments, until paid in full; 39(B) second, to pay any fees or premiums then due to the Agent under the Loan Documents until paid in full;(C) third, to pay interest due in respect of all Protective Advances, pro rata, until paid in full;(D) fourth, to pay the principal of all Protective Advances, pro rata, until paid in full;(E) fifth, ratably to pay any fees then due to any of the Lenders under the Loan Documents until paid in full;(F) sixth, ratably to pay interest due in respect of the Loans then outstanding until paid in full;(G) seventh, ratably to pay the principal of all Loans then outstanding until paid in full;(H) eighth, ratably to pay any other Obligations; and(I) ninth, to the Administrative Borrower or such other Person entitled thereto under Applicable Law.(iii) In each instance, so long as no Application Event has occurred, Section 2.10(f)(i) shall not apply to any payment made by the Borrowers tothe Administrative Agent and specified by the Administrative Borrower to be for the payment of specific Obligations then due and payable (orprepayable) under any provision of this Agreement.(iv) For purposes of Section 2.10(f)(ii), “paid in full” means payment in cash in Dollars of all amounts owing under the Loan Documentsaccording to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after thecommencement of any Insolvency Proceeding), default interest, interest on interest and expense reimbursements, whether or not any of the foregoingwould be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.(v) In the event of a direct conflict between the priority provisions of this Section 2.10(f) and any other provision contained in any other LoanDocument, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert witheach other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.10(f) shallcontrol and govern.(g) Administrative Agent Fee. On the Closing Date the Administrative Borrower shall pay, or cause to be paid, to the Agent, as agency fees set forth in theAdministrative Agent Fee Agreement.(h) Closing Fee. On the Closing Date the Administrative Borrower shall pay, or cause to be paid, to Bayside Capital, Inc. a fee (the “Closing Fee”) in theaggregate amount of $500,000 pursuant to the Administrative Agent Fee Agreement. The Closing Fee shall be due and payable on the Closing Date andnot refundable under any circumstances.(i) [Reserved]. 40(j) Commitment Fees. On the Closing Date, Administrative Borrower shall pay or cause to be paid to the Lenders commitment fees (the “CommitmentFees”) in the aggregate amount of $1,000,000.(k) Unused Line Fee. From and after the Closing Date, Administrative Borrower shall pay or cause to be paid to Administrative Agent an unused line fee(the “Unused Line Fee”) equal to 1.00% of the average daily difference between (a) the Revolving Commitments and (b) the aggregate outstandingRevolving Loans payable monthly in arrears and on the Termination Date.Section 2.11. Taxes.(a) Payments. All payments made by the Borrowers to the Administrative Agent or any other Secured Party (herein any “Payee”) under or in connectionwith this Agreement or the Term Notes shall be made without any setoff or other counterclaim, and shall be free and clear of and without deduction orwithholding for or on account of any present or future Taxes now or hereafter imposed by any Governmental Authority or other authority, except to theextent that any such deduction or withholding is compelled by law. As used herein, the term “Taxes” shall include all income, excise and other taxes ofwhatever nature (other than taxes generally assessed on the overall net income of a Payee by any Governmental Authority of the country, state or politicalsubdivision in which such Payee is incorporated or in which the office through which such Payee is acting is located) as well as all levies, imposts,remittances, duties, charges, or fees of whatever nature. If a Borrower is compelled by law to make any deductions or withholdings on account of anyTaxes (including any foreign withholding), such Borrower will:(i) pay such additional amounts (including, without limitation, any penalties, interest or expenses) as may be necessary in order that the netamount received by the Payee after such deductions or withholdings (including any required deduction or withholding on such additional amounts) shallequal the amount the Payee would have received had no such deductions or withholdings been made; and(ii) pay to the relevant authorities the full amount required to be so withheld or deducted (including with respect to such additional amounts); and(iii) promptly forward to the Administrative Agent (for delivery to the appropriate Payee) an official receipt or other documentation satisfactory tothe Administrative Agent evidencing such payment to such authorities.If any Taxes otherwise payable by a Borrower pursuant to the foregoing are directly asserted against a Payee, such Payee may pay such taxes and suchBorrower promptly shall reimburse such Payee to the full extent otherwise required under this Section 2.11.(b) Other Taxes. In addition, the Borrowers shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges orsimilar levies that arise from any payment made by the Borrowers hereunder or under any other Loan Documents or from the execution, delivery orregistration of, performing under, or otherwise with respect to, this Agreement or the other Loan Documents (hereinafter referred to as “Other Taxes”).(c) Indemnification by Borrowers. The Borrowers shall indemnify each Lender and the Administrative Agent for and hold it harmless against the fullamount of any Indemnified Taxes and Other Taxes (including, without limitation, taxes of any kind imposed or asserted by any jurisdiction on amountspayable under this Section 2.11(c)) imposed on or paid or remitted by 41such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and reasonable expenses) arising therefromor with respect thereto exclusive of any transfer taxes that the Purchaser will pay pursuant to the Asset Purchase Agreement. This indemnification shallbe made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor with appropriatesupporting documentation.(d) Evidence of Payment. Within 30 days after the date of any payment of Taxes, the appropriate Borrower shall furnish to the Administrative Agent, atits address referred to in Section 10.3, the original or a certified copy of a receipt evidencing such payment to the extent such a receipt is issued therefor,or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. In the case of any payment hereunder or under theNotes or any other documents to be delivered hereunder by or on behalf of a Borrower through an account or branch outside the United States or by oron behalf of a Borrower by a payor that is not a United States person, if such Borrower determines that no Taxes are payable in respect thereof, suchBorrower shall furnish, or shall cause such payor to furnish, to the Administrative Agent, at such address, an opinion of counsel reasonably acceptableto the Administrative Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e), the terms “UnitedStates” and “United States person” shall have the meanings specified in Section 7701 of the IR Code.(e) Exemption from Withholding. Any Lender that is entitled to an exemption from or reduction of withholding Tax under the law of the jurisdiction inwhich the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to theBorrower (with a copy to the Administrative Agent), to the extent such Lender is legally entitled to do so, at the time or times prescribed by applicablelaw, such properly completed and executed documentation prescribed by applicable law as may reasonably be requested by the Borrower to permit suchpayments to be made without such withholding Tax or at a reduced rate; provided that no Lender shall have any obligation under this paragraph (e) withrespect to any withholding Tax imposed by any jurisdiction other than the United States if in the reasonable judgment of such Lender such compliancewould subject such Lender to any material unreimbursed cost or expense or would otherwise be prejudicial to such Lender in any material respect.(f) FATCA. If a payment made to a Lender hereunder or under any Loan Documents would be subject to U.S. federal withholding Tax imposed byFATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or1472(b) of the IR Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by lawand at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable law(including as prescribed by Section 1471(b)(3)(C)(i) of the IR Code) and such additional documentation reasonably requested by the Company or theAdministrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and todetermine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from suchpayment. If any form or document referred to in this subsection (f) (other than FATCA documentation) requires the disclosure of information, other thaninformation necessary to compute the tax payable and information required on the Closing Date by IRS Form W-8BEN or W-8ECI or the relatedcertificate described above, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the Company and shall not beobligated to include in such form or document such confidential information, except directly to a governmental authority or 42other Person subject to a reasonable confidentiality agreement. In addition, upon the written request of the Company or the Administrative Agent, each,Lender or the Administratve Agent shall provide any other certification, identification, information, documentation or other reporting requirement if(i) delivery thereof is required by a change in the law, regulation, administrative practice or any applicable tax treaty as a precondition to exemption fromor a reduction in the rate of deduction or withholding; (ii) the Administrative Agent or Lender, as the case may be, is legally entitled to make delivery ofsuch item; and (iii) delivery of such item will not result in material additional costs unless Company shall have agreed in writing to indemnify Lender orthe Administrative Agent for such costs. Solely for the purposes of this subsection (f), “FATCA” shall include any amendments made to FATCA afterthe date of this Agreement.(g) Additional Amounts Payable. Any Lender claiming any additional amounts payable pursuant to this Section 2.11 agrees to use reasonable efforts(consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of sucha change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the judgment ofsuch Lender, be otherwise disadvantageous to such Lender.(h) Refund of Taxes. If any Lender or the Administrative Agent determines, in its sole discretion, that it has actually and finally received a refund of anyTaxes paid or reimbursed by a Borrower pursuant to subsection (a) or (c) above in respect of payments under this Agreement or the other LoanDocuments, such Lender or the Administrative Agent, as the case may be, shall pay to the applicable Borrower, with reasonable promptness followingthe date on which it actually receives such refund, an amount equal to such refund, net of all out-of-pocket expenses in securing such refund; provided,that the Company, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid (with interest and penalties) over to anyBorrower to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such amount to suchgovernmental authority. This Section 2.11(h) shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns(or any other information relating to its Taxes which it deems confidential) to the Borrowers or any other person.(i) Indemnification of Administrative Agent. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for(i) any Taxes or Other Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agentfor such Taxes and Other Taxes and without limiting the obligation of the Borrowers to do so) and (ii) any taxes excluded from the definition of Taxesattributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and anyreasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevantgovernmental authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall beconclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing tosuch Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due tothe Agent under this Section 2.11(i). For the avoidance of doubt, except as otherwise provided in Section 2.11(a), Section 2.11(b) and Section 2.11(c),nothing in this Section 2.11(i) shall result in any increase in the liability of any Borrower to any Lender or the Administrative Agent for Taxes or OtherTaxes. 43Section 2.12. Increased Costs; Capital Adequacy; Funding Exceptions.(a) Increased Costs on LIBOR Rate. If Regulation D of the Board of Governors of the Federal Reserve System or after the date of this Agreement theadoption of any applicable law, rule or regulation, or any change in any existing law, or any change in the interpretation or administration thereof by anygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender withany request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall:(i) subject a Lender to or cause the withdrawal or termination of any exemption previously granted to a Lender with respect to, any tax, duty orother charge with respect to its Loans or its obligation to make Loans, or shall change the basis of taxation of payments to a Lender of the principal of orinterest under this Agreement in respect of its Loans or its obligation to make Loans (except for changes in the rate of tax on the overall net income of aLender imposed by the jurisdictions in which such Lender’s principal executive office is located or in which such Lender is organized), or(ii) impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the FederalReserve System, but excluding any reserve included in the determination of interest rates pursuant to Section 2.4), special deposit or similar requirementagainst assets of, deposits with or for the account of, or credit extended by, a Lender; or(iii) impose on a Lender any other condition affecting its making, maintaining or funding of its Loans or its obligation to make Loans;and the result of any of the foregoing is to increase the cost to an affected Lender of making or maintaining any Loan, or to reduce the amount of any sumreceived or receivable by such Lender under this Agreement or with respect to a Loan, then the affected Lender will notify the Administrative Borrower and theAdministrative Agent of such increased cost and within fifteen (15) days after demand by such Lender (which demand shall be accompanied by a statementsetting forth the basis of such demand) and the Borrowers shall pay to such Lender such additional amount or amounts as will compensate the Lender forsuch increased cost or such reduction. Each Lender will notify the Administrative Borrower of any event of which it has knowledge, occurring after the datehereof, which will entitle such Lender to compensation pursuant to this Section 2.12. The obligations of the Borrowers under this Section 2.12(a) shallsurvive any termination of this Agreement.(b) Capital Adequacy. If a Lender determines at any time that such Lender’s Return has been reduced as a result of any Capital Adequacy Rule Change,such Lender may require the Borrowers to pay to such Lender the amount necessary to restore such Lender’s Return to what it would have been hadthere been no Capital Adequacy Rule Change. For purposes of this Section 2.12(b), the following definitions shall apply:(i) “Return”, for any fiscal quarter or shorter period, means the percentage determined by dividing (A) the sum of interest and ongoing fees earnedby a Lender under this Agreement during such period by (B) the average capital such Lender is required to maintain during such period as a result of itsbeing a party to this Agreement, as determined by such Lender based upon its total capital requirements and a reasonable attribution formula that takesaccount of the Capital Adequacy Rules then in effect. Return may be calculated for a Lender for each fiscal quarter and for the shorter period between theend of a fiscal quarter and the date of termination in whole of this Agreement. 44(ii) “Capital Adequacy Rule” means any law, rule, regulation or guideline regarding capital adequacy that applies to a Lender, or the interpretationthereof by any Governmental Authority. Capital Adequacy Rules include rules requiring financial institutions to maintain total capital in amounts basedupon percentages of outstanding loans, binding loan commitments and letters of credit.(iii) “Capital Adequacy Rule Change” means any change in any Capital Adequacy Rule occurring after the date of this Agreement, but does notinclude any changes in applicable requirements that at the date hereof are scheduled to take place under the existing Capital Adequacy Rules or anyincreases in the capital that a Lender is required to maintain to the extent that the increases are required due to a regulatory authority’s assessment of suchLender’s financial condition.The initial notice sent by a Lender shall be sent after such Lender learns that its Return has been reduced, shall include a demand for payment of the amountnecessary to restore such Lender’s Return through and including the quarter in which the notice is sent, and shall state in reasonable detail the cause for thereduction in such Lender’s Return and such Lender’s calculation of the amount of such reduction. Thereafter, a Lender may send a new notice during eachfiscal quarter setting forth the calculation of the reduced Return for that quarter and including a demand for payment of the amount necessary to restore suchLender’s Return for that quarter. A Lender’s calculation in any such notice shall be conclusive and binding absent demonstrable error.(c) Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest Period:(i) the Administrative Agent determines, or the Required Lenders determine and advise the Administrative Agent (which determination shall bebinding and conclusive on all parties), that deposits in Dollars (in the applicable amounts) are not being offered in the London interbank eurodollarmarket for such Interest Period; or(ii) the Administrative Agent otherwise determines, or the Required Lenders determine and advise the Administrative Agent (which determinationshall be binding and conclusive on all parties), that by reason of circumstances affecting the London interbank eurodollar market adequate andreasonable means do not exist for ascertaining the applicable LIBOR Rate; or(iii) the Administrative Agent otherwise determines, or the Required Lenders determine and advise the Administrative Agent (which determinationshall be binding and conclusive on all parties), that the LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect thecost to the Lenders of maintaining or funding a Loan for such Interest Period, or that the making or funding of Loans has become impracticable as aresult of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans;then the Administrative Agent shall promptly notify the affected parties and the Administrative Borrower shall enter into good faith negotiations witheach affected Lender in order to determine an alternate method to determine the LIBOR Rate for such Lender.(d) Illegality. In the event that any change in (including the adoption of any new) Applicable Laws, or any change in the interpretation of ApplicableLaws by any Governmental Authority, including any central bank or comparable agency or any other regulatory body, charged with the 45interpretation, implementation or administration thereof, or compliance by a Lender with any request or directive (whether or not having the force of law)of any such Governmental Authority, including any central bank or comparable agency or other regulatory body, should make it unlawful or, in thegood faith judgment of the affected Lender, shall raise a substantial question as to whether it is unlawful, for such Lender to make, maintain or fundLoans, then (i) the affected Lender shall promptly notify the Administrative Borrower and the Administrative Agent, (ii) the obligation of the affectedLender to make Loans shall, upon the effectiveness of such event, be suspended for the duration of such unlawfulness, and (iii) the Borrowers shallprepay all applicable Loans of such Lender, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain suchLoans to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, theBorrowers shall also pay accrued interest on the amount so prepaid.(e) Procedures to Mitigate. If circumstances arise in respect of any Lender which would, or would upon the giving of notice, result in any liability of theBorrowers under Section 2.11 or this Section 2.12 then, without in any way limiting, reducing or otherwise qualifying the Borrowers’ obligations underSection 2.11 or this Section 2.12, such Lender shall promptly, upon becoming aware of the same, notify the Administrative Agent and theAdministrative Borrower thereof and shall, in consultation with the Administrative Agent and the Administrative Borrower and to the extent that it cando so without, in its reasonable judgment, disadvantaging itself, take such reasonable steps as may be available to it to mitigate the effects of suchcircumstances (including, without limitation, the designation of an alternate office or the transfer of its Loans to another office). If and so long as aLender has been unable to take, or has not taken, steps reasonably acceptable to the Administrative Borrower and the Administrative Agent to mitigatethe effect of the circumstances in question, such Lender shall be obliged, at the request of the Administrative Borrower or the Administrative Agent, toassign all its rights and obligations hereunder to another Person designated by the Administrative Agent, or the Administrative Borrower with theapproval of the Administrative Agent (which shall not be unreasonably withheld or delayed), and willing to enter this Agreement in place of such Lender;provided that such Person satisfies all of the requirements of this Agreement, including, but not limited to, providing the forms and documents requiredby Section 8.12 and any such Person shall cover all costs incurred in connection with effecting such replacement.Section 2.13. Funding Losses. Each Borrower hereby agrees that upon demand by any Lender (which demand shall be accompanied by a statementsetting forth the basis for the calculations of the amount being claimed) such Borrower will indemnify such Lender against any loss or expense which suchLender may have sustained or incurred (including, without limitation, any net loss or expense incurred by reason of the liquidation or reemployment ofdeposits or other funds acquired by such Lender to fund or maintain Loans) or which such Lender may be deemed to have sustained or incurred, asreasonably determined by such Lender, (i) as a consequence of any failure by the Borrowers to make any payment when due of any amount due hereunder inconnection with any Loans, or (ii) due to any failure of the Borrowers to borrow on a date specified therefor in a Notice of Borrowing. For this purpose, allnotices under Section 2.2 shall be deemed to be irrevocable.Section 2.14. Right of Lenders to Fund through Other Offices. Each Lender, if it so elects, may fulfill its agreements hereunder with respect to any Loanby causing a foreign branch or Affiliate of such Lender to make such Loan; provided, that in such event the obligation of the Borrowers to repay such Loanshall nevertheless be to such Lender and such Loan shall be deemed held by such Lender for the account of such branch or Affiliate. 46Section 2.15. Discretion of Lenders as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, each Lender shall beentitled to fund and maintain all or any part of its Loans in any manner it deems fit, it being understood, however, that for the purposes of this Agreement(specifically including, without limitation, Section 2.13 hereof) all determinations hereunder shall be made as if each Lender had actually funded andmaintained each Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period andbearing an interest rate equal to the appropriate LIBOR Rate for such Interest Period.Section 2.16. Conclusiveness of Statements; Survival of Provisions. Determinations and statements of a Lender pursuant to Section 2.11, 2.12, or 2.13shall be conclusive absent demonstrable error. Each Lender may use reasonable averaging and attribution methods in determining compensation pursuant tosuch Sections 2.11, 2.12, or 2.13 and the provisions of Sections 2.11, 2.12, and 2.13 and the obligations of the Borrowers thereunder shall survivetermination of this Agreement.Section 2.17. Protective Advances.(a) The Administrative Agent hereby is authorized by each Borrower and the Lenders (but is not obligated to), from time to time in the AdministrativeAgent’s sole discretion, (i) after the occurrence of a Default or an Event of Default, or (ii) at any time that any of the other applicable conditions precedentset forth in Article III are not satisfied, to make advances to the Borrowers on behalf of the Lenders that the Administrative Agent, in its PermittedDiscretion, deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of theObligations, or (C) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including Agent Expenses (any of theadvances described in this Section 2.17(a) shall be referred to as “Protective Advances”), which Protective Advances shall bear interest at all times at thesame rate as would be applicable during the continuation of an Event of Default to the Loans, whether or not an Event of Default then exists.(b) All payments on the Protective Advances shall be payable to the Administrative Agent solely for its own account. The principal of and accruedunpaid interest on the Protective Advances shall be payable on demand from time to time, and shall be secured by the Agent’s Liens, not be subject to thepro rata payment provisions of this Agreement, and constitute Obligations hereunder. The provisions of this Section 2.17 are for the exclusive benefit ofthe Administrative Agent and the Lenders, and are not intended to benefit the Obligors in any way, and in no event shall a Borrower or any other Obligorbe deemed a beneficiary of this Section nor authorized to enforce any of its terms.Section 2.18. Maximum Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid underthe Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “maximum rate”). If any Secured Partyshall receive interest hereunder in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if itexceeds such unpaid principal, refunded to the Administrative Borrower. In determining whether the interest contracted for, charged or received by a SecuredParty exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense,fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal orunequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 47Section 2.19. Defaulting Lenders. The failure of any Lender to fund a Loan or to otherwise perform its obligations hereunder (any Lender who fails tofund a Loan or to otherwise perform its obligations hereunder, a “Defaulting Lender”) shall not relieve any other Lender of its obligations, and no Lender shallbe responsible for default by another Lender. The Lenders and the Administrative Agent agree (which agreement is solely among them, and not for the benefit ofor enforceable by any Borrower or other Group Member) that, solely for purposes of determining a Defaulting Lender’s right to vote on matters relating to theLoan Documents and to share in payments, fees and Collateral proceeds thereunder, a Defaulting Lender shall not be deemed to be a “Lender” until all itsdefaulted obligations have been cured.ARTICLE IIICONDITIONS OF LENDINGSection 3.1. Conditions Precedent to the Closing Date. The obligation of each Lender to make Loans on the Closing Date hereunder is subject to thesatisfaction or due waiver of each of the following conditions precedent, in each case in form and substance satisfactory to the Administrative Agent:(a) Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each (in the case of clauses(i) through (iii), and (v) through (ix)) dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonablysatisfactory to the Administrative Agent:(i) This Agreement, the Notes (if requested by any Lender) and each of the other Loan Documents, including, without limitation, the SecurityAgreement, the Intellectual Property Security Agreements, the Intercompany Subordination and Payment Agreement, in each case fully executed anddelivered by all parties thereto;(ii) Copies of all ABL DIP Credit Documents, including copies of all executed counterparts thereof where applicable;(iii) A certificate or certificates of the Secretary or an Assistant Secretary of each Obligor, attesting to and attaching (i) a complete and correct copyof the corporate resolution of such Person authorizing the execution, delivery and performance of each Loan Document to which such Person is a party,certified as of the Closing Date as being in full force and effect without modification, amendment or revocation, (ii) the names, titles and signatures ofthe officers of such Person authorized to execute and deliver Loan Documents, (iii) a complete and correct copy of each Constituent Document of suchPerson (as in effect on the Closing Date) that is on file with any Governmental Authority in the jurisdiction, of organization of such Person, certified asof a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Person in suchjurisdiction and (iv) a complete and correct copy of each other Constituent Document of such Person (as in effect on the Closing Date);(iv) [Reserved];(v) A certificate of a Responsible Officer to the effect that each condition set forth in this Section 3.1 and Section 3.2 has been satisfied;(vi) The executed and favorable legal opinions of counsel for the Obligors addressing such matters as the Administrative Agent may reasonablyrequest; 48(vii) Evidence of general liability insurance, property, casualty and business interruption insurance, product liability insurance, directors’ andofficers’ liability insurance, fiduciary liability insurance, and employment practices liability insurance, as well as insurance against larceny,embezzlement, and criminal misappropriation, in each case with respect to the insurance coverage required by Section 5.6, together with additionalinsured / lender’s loss payee endorsements in favor of the Collateral Agent;(viii) Copies of each of the Material Contracts, in form and substance satisfactory to the Administrative Agent in its sole discretion; and(ix) Updates or modifications to the projected financial statements of the Borrowers and other Obligors previously received by the AdministrativeAgent, in each case in form and substance reasonably satisfactory to the Administrative Agent;(b) The absence (i) since December 29, 2012, of any event or circumstance, including any event or circumstance generally affecting the industry orindustries in which the Obligors operate, that could reasonably be expected to have a Material Adverse Effect, other than matters described in theAdministrative Borrower’s annual report on form 10K for the period ended April 30, 2012, or quarterly reports on form 10Q for the periods endingJuly 28, 2012 and October 27, 2012, which have been previously delivered to the Administrative Agent, and (ii) of any material pending or threatenedlitigation, proceeding, bankruptcy or insolvency, injunction, order or claims with respect to any Group Member, except as specified on Schedule 4.6.(c) The absence, as of the Closing Date and after giving effect to all of the transactions contemplated hereby, including, without limitation, the paymentof all Closing Date fees and expenses, of any Default or Event of Default under this Agreement or any default or violation (howsoever defined) under anyother Material Contract of any Group Member (except for the filing, commencement and continuation of the Chapter 11 Cases and the events thatcustomarily result from the filing, commencement and continuation of the Chapter 11 Cases (including any litigation resulting therefrom)).(d) The Administrative Agent shall be satisfied that, subject only to the funding of any Revolving Loans hereunder, (i) the proceeds of the RevolvingLoans are being applied in accordance with the provisions of Section 2.8, and (ii) all Related Transactions shall have been consummated or shall beconsummated simultaneously with the closing of the transactions contemplated hereunder.(e) The Administrative Agent shall be satisfied with the corporate structure, ultimate ownership and management of the Obligors (it being agreed that thecurrent structure corporate structure and ultimate ownership as disclosed by the Administrative Borrower and its Affiliates to the Administrative Agenton or prior to January 28, 2013, is acceptable) and the management of the Obligors (it being agreed that the current management of the Obligors asdisclosed by the Administrative Borrower and its Affiliates to the Administrative Agent on or prior to January 28, 2013, is acceptable).(f) Appropriate UCC financing statements, Intellectual Property records and other filings shall have been duly filed (or, in the case of IntellectualProperty records, shall have been prepared for filing in form and substance satisfactory to the Administrative Agent and executed and delivered to theAdministrative Agent) in such office or offices as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the CollateralAgent’s first priority Liens in and to the Term and Revolving Loan Priority Collateral and second priority Liens in and 49to the ABL DIP Credit Priority Collateral, and the Administrative Agent shall have received searches reflecting the filing of all such financing statements,records and filings (except for such Intellectual Property records as have been prepared and delivered to the Administrative Agent but not filed) and theabsence of any Liens other than Permitted Liens and Liens for which the Administrative Agent has received releases, terminations, and such otherdocuments as the Administrative Agent may, in its sole discretion, request to evidence and effectuate the termination and release of such Liens and thetermination of the financing arrangements that any Borrower or any other Obligor may currently have in place giving rise to such Liens. The CollateralAgent, for the benefit of itself and the Secured Parties, shall hold perfected and first priority Liens in and to the Term and Revolving Loan PriorityCollateral and perfected second priority Liens in and to the ABL DIP Credit Priority Collateral, including (i) all personal property other than titledvehicles with an aggregate fair market value not to exceed $200,000, and (ii) all fee owned Real Property owned by the Obligors, and the AdministrativeAgent shall have received such evidence of the foregoing as it requires.(g) Payment by the Borrowers, on or prior to the Closing Date, of all fees and expenses owing and payable to the Agent, the Lenders and their respectiveAffiliates as of the Closing Date (including the Closing Fee) and, without duplication, all fees, expenses and other amounts payable set forth herein andcosts and expenses incurred by the Agent, the Lenders, the Borrowers and/or their respective Affiliates in connection with the transactions contemplatedhereby.(h) [Reserved].(i) Each Obligor shall have received all consents and authorizations required pursuant to any Material Contract with any other Person and shall haveobtained all Permits of, and effected all notices to and filings with, any Governmental Authority, in each case, as may be necessary (i) in connectionwith continued operation of the business conducted by each Obligor in substantially the same manner as conducted prior to the Closing Date, or (ii) inconnection with the consummation of the transactions contemplated in any Loan Document or Revolving Credit Document (including the RelatedTransactions). Each such consent, authorization and Permit shall be in full force and effect. All applicable waiting periods shall have expired withoutany action being taken or threatened by any competent authority or other applicable Person that would restrain, prevent or otherwise impose adverseconditions on the transactions contemplated by the Loan Documents or the ABL DIP Credit Documents or the Related Transactions. No action, requestfor stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicableGovernmental Authority or other Person to take action to set aside its consent on its own motion shall have expired.(j) The materials furnished to the Administrative Agent by the Obligors prior to and on the Closing Date, taken as a whole, shall have contained nomisstatement of material fact and shall have omitted no material fact required to be stated in order to make the statements therein contained notmisleading in light of the circumstances under which made. The Administrative Agent shall be reasonably satisfied that any financial statements andother financial information delivered to it by the Obligors fairly present the business and financial condition of the Obligors.(k) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable“know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act. 50(l) An Acceptable Cash Management System shall have been entered into, and the Cash Management Accounts shall have been established, and alldocumentation relating to the foregoing shall have been executed and delivered to the Administrative Agent by all parties thereto.(m) [Reserved](n) The Borrowers and the Administrative Agent shall have agreed upon an Approved Budget.(o) The Borrowers shall have confirmed that the Prepetition Indebtedness (other than Intercompany Debt listed on Schedule 6.2 hereto) is not greater than$200,000,000 and that the aggregate outstanding principal amount under the Prepetition Term Loan Agreement is not less than $92,054,001.06.(p) The Prepetition ABL Credit Lenders will have entered into ABL DIP Credit Documents acceptable to the Administrative Agent to provide theBorrowers with DIP financing that when combined with the obligations in respect of the Prepetition ABL Credit Documents will not exceed$175,000,000.(q) The Chapter 11 Cases shall have been commenced and all of the “first day orders” and all related pleadings to be entered at the time ofcommencement of the Chapter 11 Cases or shortly thereafter shall have been provided in advance to the Administrative Agent and shall be satisfactoryin form and substance to the Administrative Agent in its sole discretion.(r) Such other items as the Administrative Agent or the Required Lenders shall reasonably require.Section 3.2. Additional Conditions Precedent to each Loan. The obligation of each Lender to make a Loan on or after the Closing Date, shall be subject tothe satisfaction of each of the following further conditions precedent as of such date:(a) the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (without duplication of anymateriality qualifier contained herein) as though made on and as of such date (and each Borrower shall be deemed to have so made each suchrepresentation and warranty on and as of such date).(b) no event shall have occurred, or would result from the making of the Loans or the ABL DIP Credit Loans or consummation of the transactionscontemplated by the Loan Documents and the ABL DIP Credit Documents or the Related Transactions that, with the giving of notice or lapse of time orboth, if required, constitutes, or would give rise to, a Default or an Event of Default.(c) With respect to the making of a Revolving Loan (except with respect to the Initial Borrowing on the Closing Date), the Administrative Agent shallhave timely received a Notice of Borrowing in compliance with the terms hereof and a certificate as to Availability.(d) no injunction, writ, judgment, decree, restraining order, or other order of any nature shall have been issued and remain in force by anyGovernmental Authority or arbitrator against any Obligor, the Agent, any Lender or the ABL DIP Agent or any ABL DIP Credit Lender or letter of creditissuing bank prohibiting or restraining, directly or indirectly, and no other legal bar shall exist directly or indirectly to, the making of such Loans or theABL DIP Credit Loans or the consummation of the Related Transactions. 51(e) With respect to the making of a Revolving Loan (other than the Initial Borrowing on the Closing Date), there shall be no ABL DIP Credit AgreementAvailability as projected on the line item “Excess ABL Availability After Reserves and Minimum Liquidity” in the most recently delivered thirteen-weekcash flow forecast in the Approved Budget; provided, however, the Administrative Agent may charge the Revolving Loan account at any time to pay forthe current cash payments of all fees and expenses payable to the Prepetition Term Loan Agent or the Prepetition Term Loan Lenders under the PrepetitionTerm Loan Documents (including, without limitation, the reasonable fees and disbursements of counsel, financial and other consultants for thePrepetition Term Loan Agent and Prepetition Term Loan Lenders, arising before or after the Petition Date) or any Obligations hereunder.(f) The making of such Loan shall not violate any requirement of Applicable Law and shall not be enjoined, temporarily, preliminarily or permanently.(g) No Material Adverse Effect shall have occurred, other than the filing, commencement and continuation of the Chapter 11 Cases, and the events thatcustomarily result from the filing, commencement and continuation of the Chapter 11 Cases (including any litigation resulting therefrom).ARTICLE IVREPRESENTATIONS AND WARRANTIESTo induce the Agent and the Lenders to enter into this Agreement and to make Loans, each Group Member represents and warrants to the Agent and theLenders that:Section 4.1. Existence and Power; Good Standing; Compliance with Law. Each Group Member is duly organized, validly existing and in good standingunder the laws of its jurisdiction of organization, and, except as set forth on Schedule 4.1, is duly licensed or qualified to transact business in all jurisdictionswhere its assets are located, where the character of the property owned or leased or the nature of the business transacted by it makes such licensing orqualification necessary and wherever otherwise necessary to carry out its business and operations. Upon entry of the DIP Order, each Group Member has allrequisite power and authority, and the legal right, to conduct its business as currently and proposed to be conducted, to own, operate and pledge its propertiesand to execute and deliver, and to perform all of its obligations under, each of the Loan Documents and ABL DIP Credit Documents to which it is a party andto consummate the Related Transactions. Each Group Member is in compliance with all applicable Requirements of Law (including Requirements of Lawrelating to remittances, withholdings, source deductions and wages (including vacation pay and pension contributions)) and has all necessary Permits from orby, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction over it or its properties, to theextent required for such ownership, operation, pledge or conduct of business. Schedule 4.1 hereto contains, as of the date hereof, (i) a complete and accuratelist, for each jurisdiction in which any Group Member operates, of the Permits held by each Group Member with respect to such jurisdiction and (ii) acomplete and accurate list of all Permits issued by a Governmental Authority and held by a Group Member with respect to such Group Member’s operations inany state or other jurisdiction generally.Section 4.2. Authorization for Borrowings; No Conflict as to Law or Agreements. Subject to entry of the DIP Order, the execution and delivery by eachObligor of, and performance by such Obligor of its obligations under, each of the Loan Documents and ABL DIP Credit Documents to which it is a 52party, and the Loans made hereunder, and the consummation of the Related Transactions, are within such Obligor’s corporate, limited liability company orsimilar entity powers, have been duly authorized by all necessary corporate, limited liability or similar entity action in respect of such Obligor and do not andwill not (i) require any authorization, consent or approval by, or registration, declaration or filing (other than filing of financing statements and mortgages ascontemplated hereunder) with, or notice to, any Governmental Authority, any holders of Equity Interests in such Obligor, or any other Person, except suchauthorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof, (ii) violate anyRequirement of Law with respect to such Obligor or any of its Subsidiaries, (iii) conflict with or contravene such Obligor’s Constituent Documents,(iv) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any indenture or loan or creditagreement or any other material agreement, lease or instrument to which such Obligor or any of its Subsidiaries is a party or by which it or its properties maybe bound or affected (including the Loan Documents and the ABL DIP Credit Documents), or (v) result in, or require, the creation or imposition of any Lienupon or with respect to any of the properties now owned or hereafter acquired by such Obligor or any of its Subsidiaries (other than as required under the LoanDocuments in favor of the Collateral Agent and the Secured Parties, and as required under the ABL DIP Credit Documents).Section 4.3. Legal Agreements. Subject to entry of the DIP Order, each of the Loan Documents and ABL DIP Credit Documents to which any Obligor isa party constitutes the legal, valid and binding obligation and agreement of such Obligor, enforceable against such Obligor in accordance with its terms.Section 4.4. Group Members; Subsidiaries; Equity Interests. Set forth on Part A of Schedule 4.4 hereto is a complete and correct list of all the GroupMembers and all Subsidiaries and joint ventures of any of them, reflecting, for each such Person as of the date of this Agreement, its legal name, jurisdictionof organization, the number of shares or units of each class of Equity Interests authorized (if applicable), the number of shares or units of each class of EquityInterests outstanding on the Closing Date and the number and percentage of the outstanding shares or units of each such class of Equity Interests owned(directly or indirectly) by each Borrower and each Guarantor. All outstanding Equity Interests in each such Person have been validly issued, are fully paid andnon-assessable (to the extent applicable) and, except in the case of Equity Interests issued by the Administrative Borrower, are owned beneficially and of recordby an Obligor free and clear of all Liens other than the security interests created by the Loan Documents and the ABL DIP Credit Documents, any non-consensual Liens arising as a matter of law and permitted under Section 6.1 and, in the case of joint ventures, Permitted Liens. Except as provided in Part Bof Schedule 4.4, as of the Closing Date, there are no preemptive or other outstanding subscription or other rights, options, warrants, convertible interests,conversion rights, agreements to issue or sell or vote, phantom rights or powers of attorney other or similar agreements or understandings for the purchase oracquisition from any Group Member, or the voting, of any Equity Interests in any such Person or otherwise relating to the Equity Interests in any GroupMember. Except as disclosed in Part C of Schedule 4.4, in the five years preceding the Closing Date, no Obligor and no Subsidiary has acquired anysubstantial assets from any other Person nor been the surviving entity in a merger or combination.Section 4.5. Financial Condition; No Adverse Change; No Restricted Payments. The Administrative Borrower has furnished to the Administrative Agentvarious documents, files, materials, correspondence and other information regarding the business of Borrower and its Subsidiaries, including, withoutlimitation, the audited financial statements for the fiscal year ended April 28, 2012, the unaudited consolidating financial statements for the fiscal year endedApril 28, 2012, the unaudited consolidated and consolidating financial statements for each fiscal month and fiscal quarter ended after April 28, 2012 throughthe Closing Date, and financial projections through April 30, 2016 (the “Projections”). All such 53documents, files, materials, correspondence and information (other than the Projections) are complete and correct as to the subject matter thereof (taken as awhole) in all respects as of the date made available to the Administrative Agent, do not contain any misstatement of material fact or omit to state a material factnecessary to make the statements contained therein not materially misleading, fairly present in all material respects the financial condition of theAdministrative Borrower and its Subsidiaries on the dates thereof and the results of operations for the periods then ended (subject to year-end auditadjustments) and were prepared in accordance with GAAP. The Projections have been prepared in good faith based upon reasonable estimates andassumptions stated therein, which the Administrative Borrower has determined to be reasonable and fair in light of the then current conditions and facts. SinceDecember 29, 2012, other than the filing, commencement and continuation of the Chapter 11 Cases, and the events that customarily result from the filing,commencement and continuation of the Chapter 11 Cases (including any litigation resulting therefrom), there has not occurred any event, development orcircumstance or other change in fact, that could, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Since thePetition Date, no Group Member has directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted Payment oragreed to do so except as set forth on Schedule 4.5 or as permitted by Section 6.4.Section 4.6. Litigation. Other than the filing, commencement and continuation of the Chapter 11 Cases and any litigation resulting therefrom, there areno actions, investigations, suits, audits, claims, demands, orders, disputes or proceedings pending or, to the knowledge of any Group Member, threatenedagainst or affecting any Group Member or the properties of any of them before any Governmental Authority, that in each case (i) seek injunctive or similarrelief or a monetary recovery against any Group Member in excess of $50,000 or (ii) if adversely determined, could reasonably be expected to have a MaterialAdverse Effect; in each case, except as set forth and described in Schedule 4.6.Section 4.7. Margin Regulations. No Group Member has engaged in, or will engage in, the business of extending credit for the purpose of purchasing orcarrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loanor other extensions of credit hereunder will be used to purchase or carry any margin stock, or to extend credit to others for the purpose of purchasing orcarrying any margin stock, in a manner that would result in a violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System.Section 4.8. Taxes. Each Group Member has paid or caused to be paid to the proper Governmental Authorities all federal or national, state or provincial,and local taxes, domestic or foreign, required to be paid by it. Each Group Member has duly filed with the appropriate Governmental Authority all federal ornational, state or provincial, local income, franchise and other tax returns, reports and statements (the “Tax Returns”), domestic or foreign, required to be filedby it, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein or otherwise due andpayable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith byappropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Group Member in accordancewith GAAP all of which are described in Schedule 4.8.Section 4.9. Titles and Liens; Letters of Credit. Each of the Group Members has good and absolute title to all properties and assets reflected as beingowned by such Person in the latest consolidating balance sheets referred to in Section 4.5 (including good record and marketable fee simple title to all OwnedReal Property and valid leasehold interests in all Leased Real Property), and each Group Member has good and absolute title to all properties pledged by it, or aLien on which is granted by it, pursuant to any Loan Document, in each case free and clear of all Liens, except for Permitted Liens. In addition, no financingstatement or other Lien notice or recordation naming any Group Member as debtor is on file in any office except to perfect only Permitted Liens andprecautionary filings for leases 54and consignments. The Collateral Agent has a valid, perfected, first-priority (subject only to Permitted Senior Liens) and enforceable security interest in andLien on the Collateral. As of the date hereof, no Obligor is the account party under any letter of credit other than (x) as listed and described on Schedule 4.9 or(y) as may be issued pursuant to and under the ABL DIP Credit Agreement.Section 4.10. Employee Benefits Plans. Schedule 4.10 identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or couldreasonably be expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, underApplicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. As of the most recent date of releaseof the financial statements for each Controlled Group member, the liability of such Controlled Group member with respect to each ERISA Plan has been fullyfunded based upon reasonable and proper actuarial assumptions or has been fully insured. No changes have occurred that would cause a material increase inthe cost of providing benefits under any ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Section 401(a) of the IR Code:(a) such ERISA Plan and any associated trust operationally comply in all respects with the applicable requirements of Section 401(a) of the IR Code; (b) suchERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for whicha retroactive amendment can be made within the “remedial amendment period” available under Section 401(b) of the IR Code (as extended under Treasuryregulations and other Treasury pronouncements upon which taxpayers may rely); (c) such ERISA Plan and any associated trust have received a favorabledetermination or opinion letter from the IRS stating that such ERISA Plan qualifies under Section 401(a) of the IR Code, that the associated trust qualifiesunder Section 501(a) of the IR Code and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Section 401(k) of the IRCode, unless such ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) such ERISAPlan currently satisfies the requirements of Section 410(b) of the IR Code, without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to such ERISA Plan is subject to an excise tax under Section 4972 of the IR Code. Withrespect to any Pension Plan, there are no unfunded benefit liabilities as defined in Section 4001(a)(18) of ERISA and the “accumulated benefit obligation” withrespect to such Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does notexceed the fair market value of Pension Plan assets.Section 4.11. Default; Affiliate Transactions; Material Contracts. Each Group Member is in compliance with all provisions of all material agreements,instruments, decrees and orders (including the Loan Documents and the ABL DIP Credit Documents) to which it is a party or by which it or its property isbound or affected. Each representation, warranty and certification made by each Group Member under the ABL DIP Credit Documents was true and correctwhen made or deemed made. Except as set forth on Part A of Schedule 4.11, no Obligor has (i) any written agreements or binding arrangements of any kindwith any Affiliate of any Obligor (except for another Obligor) or (ii) any management or consulting agreements of any kind. Part B of Schedule 4.11 contains atrue, correct and complete list of all the Material Contracts (other than the Loan Documents and the ABL DIP Credit Documents) in effect as of the date hereof,and except as set forth on Part C of Schedule 4.11, all Material Contracts (including the Loan Documents and the ABL DIP Credit Documents) are in full forceand effect and no defaults exist thereunder. 55Section 4.12. Environmental Compliance. Each Group Member has obtained all Permits that are required under Environmental Laws at the facilities ofsuch Group Member or any of its Subsidiaries or in connection with the operation of such facilities.Except as disclosed in Schedule 4.12, each Group Member complies, and all activities of each Group Member at its respective facilities comply, and hasor have complied for the past five years, with all Environmental Laws and with all terms and conditions of any required Permits applicable to such GroupMember with respect thereto.Except as disclosed in Schedule 4.12, each Group Member is in compliance with all limitations, restrictions, conditions, standards, prohibitions,requirements, obligations, schedules and timetables contained in Environmental Laws or contained in any plan, order, decree, judgment or notice of whichsuch Group Member is aware.Except as disclosed in Schedule 4.12:(i) no Group Member is aware of, nor has any Group Member received notice of, any events, conditions, circumstances, activities, practices,incidents, actions or plans which may interfere with or prevent continued compliance with, or which may give rise to any Liability under, anyEnvironmental Laws, and each Group Member has maintained an environmental management system for its and each of its Subsidiaries’ operationsthat demonstrates a commitment to environmental compliance and includes procedures for (a) preparing and updating written compliance manualscovering pertinent regulatory areas, (b) tracking changes in applicable Environmental Laws and modifying operations to comply with new requirementsthereunder, (c) training employees to comply with applicable environmental requirements and updating such training as necessary, (d) performingregular internal compliance audits of each of its facility and ensuring correction of any incidents of non-compliance detected by means of such audits,and (e) reviewing the compliance status of off-site waste disposal facilities,(ii) no Group Member is party to, and no Group Member is subject to or, with respect to any Real Property currently (or to the knowledge of anyGroup Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member, the subject of, any pending orthreatened order, action, suit, proceeding, claim, written demand, dispute or notice of violation or of potential Liability or similar notice under orpursuant to any Environmental Law,(iii) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of anyGroup Member and, to the knowledge of each Group Member, no facts, circumstances or conditions exist that could reasonably be expected to result inany such Lien attaching to any such property,(iv) no Group Member has caused or permitted to occur a Release of Hazardous Substances at, to or from any Real Property currently (or to theknowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member and each suchReal Property is free of contamination by any Hazardous Substances except for such Release or contamination that could not reasonably be expected toresult in Environmental Liabilities of any Group Member,(v) to the best of its knowledge, no Group Member nor any of its Subsidiaries has any unregistered underground storage tanks on or under anyReal Property currently (or to the knowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupied by or for anyGroup Member that are subject to any Environmental Laws, including underground storage tank laws or regulations,(vi) no Group Member nor any of its Subsidiaries owns a storage tank facility, 56(vii) no Group Member (x) is or has been engaged in, or has permitted any current or former tenant to engage in, operations, or (y) knows of anyfacts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under CERCLA or similarEnvironmental Laws, that, in all cases in clause (x) or (y) above in the aggregate, could have a reasonable likelihood of resulting in materialEnvironmental Liabilities, and(viii) compliance with all requirements pursuant to or under Environmental Laws in effect on the date hereof.Section 4.13. [Reserved].Section 4.14. Real Estate.(a) As of the date hereof, Part A of Schedule 4.14(a) hereto contains a true, accurate and complete list of all Owned Real Property and all Leased RealProperty, which schedule sets forth for each such Real Property the facility designation, the current street address (including, the county (or otherrelevant jurisdiction) and state), whether such Real Property is Owned Real Property or Leased Real Property, the record owner thereof (in the case ofOwned Real Property) and, if applicable, the name of each landlord and tenant thereof. As of the date hereof, Part B of Schedule 4.14(a) hereto contains atrue, accurate and complete list of all Leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affectingOwned Real Property or Leased Real Property in respect of which an Obligor is the landlord or sublessor.(b) Except as specified on Part A of Schedule 4.14(b) hereto, each Lease affecting Owned Real Property or Leased Real Property in respect of which anObligor is the tenant or subtenant is in full force and effect and no Obligor has knowledge of any default that has occurred and is continuing thereunder,and each such Lease constitutes the legally valid and binding obligation of the applicable Obligor, enforceable against such Obligor in accordance withits terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’rights generally or by equitable principles.(i) Except as specified on Part B of Schedule 4.14(b) hereto, each Lease affecting Owned Real Property or Leased Real Property in respect of whichan Obligor is the landlord or sublessor is in full force and effect and no Obligor has knowledge of any default that has occurred and is continuingthereunder, and each such Lease constitutes the legally valid and binding obligation of the applicable Obligor, enforceable against such Obligor inaccordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to orlimiting creditors’ rights generally or by equitable principles.(c) As of the date hereof, Schedule 4.14(c) hereto contains a true, accurate and complete list of each location at which Inventory or equipment is located,specifying the character thereof in each case.Section 4.15. Deposit Accounts and Securities Accounts. Schedule 4.15 hereto is a complete and correct list of all of the Obligors’ deposit accounts andsecurities accounts as of the date of this Agreement, including, for each deposit account and securities account, (i) the name and contact details for theinstitution at which such account is maintained, (ii) the account name and number, and account type, and (iii) the purpose and use of such account. 57Section 4.16. Labor Relations. No Group Member is aware that it is, or has within the last five years, engaged in any unfair labor practice. Except as setforth on Schedule 4.16A hereto, there is no unfair labor practice complaint or complaint of employment discrimination, or grievance or arbitration arising outof or under any collective bargaining agreement, pending against any Group Member, or, to the knowledge of the Group Members, threatened against anyGroup Member, before any Governmental Authority. There are no strikes, labor disputes, work stoppages, slowdowns or lockouts existing, pending (or, to theknowledge of any Group Member, threatened) against or involving any Group Member. As of the Closing Date, (a) there is no collective bargaining or similaragreement with any union, labor organization, works council or similar representative covering any employee of any Group Member, (b) except as set forth onSchedule 4.16B hereto, no petition for certification or election of any such representative is existing or pending with respect to any employee of any GroupMember, and (c) no such representative has sought certification or recognition with respect to any employee of any Group Member. The AdministrativeBorrower covenants and agrees that it shall advise the Administrative Agent in writing of its becoming aware of the occurrence of any of the foregoing events orcircumstances arising subsequent to the Closing Date, promptly, and in any event within five Business Days of obtaining knowledge thereof.Section 4.17. Relevant Jurisdictions. Schedule 4.17 identifies in respect of each Group Member as of the date hereof, its jurisdiction of formation ororganization, the full address (including postal code or zip code) of its chief executive office and all places of business and, if different, the address at whichthe books and records of such Group Member are located, the address at which senior management of such Group Member are located and conduct theirdeliberations and make their decisions with respect to the business of such Group Member, all jurisdictions in which such Group Member has property, andthe address from which the invoices and accounts of such Group Member are issued.Section 4.18. Intellectual Property. Each Group Member owns or licenses all Intellectual Property that is necessary for the conduct of its businesses ascurrently conducted. All items of Intellectual Property that have been either registered, or in respect of which a registration application has been filed, by anyGroup Member, as at the Closing Date, are listed on Schedule 4.18. Except as disclosed on Schedule 4.18, to the knowledge of each Group Member, (a) theconduct and operations of the businesses of each Group Member do not, and have not been alleged in writing by any other Person to, infringe, misappropriate,dilute, violate or otherwise impair any Intellectual Property rights of any other Person and (b) no other Person has contested any right, title or interest of anyGroup Member in, or relating to, any Intellectual Property. In addition, except as disclosed on Schedule 4.18, (x) there are no pending (or, to the knowledge ofany Group Member, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Group Member withrespect to, (y) no judgment or order regarding any such claim has been rendered by any competent Governmental Authority, and no settlement agreement orsimilar contractual obligation has been entered into by any Group Member, with respect to, and (z) no Group Member knows of any valid basis for any claimbased on, any such infringement, misappropriation, dilution, violation or impairment or contest. None of the items of Intellectual Property of the GroupMembers that is registered (or for which an application for registration is pending) in any jurisdiction other than the United States and Canada is, singly or asa whole, of more than de minimis value or necessary for the conduct of any Group Member’s business.Section 4.19. Ownership. Schedule 4.19 identifies completely and accurately as at the Closing Date, to the best of the knowledge of the ResponsibleOfficers of the Administrative Borrower, each Person that (a) Controls the Administrative Borrower or any Affiliate of the Administrative Borrower or (b) ownsor controls more than 5.0% of the outstanding Equity Interests of the Administrative Borrower (each Person referred to in clause (a) or (b) above, a “ControlPerson”). 58Section 4.20. Restrictions on Subsidiaries. No Subsidiary of any Group Member is subject to any instrument, contractual obligation or agreementimposing restrictions or limitations of a type prohibited by Section 6.6(c) or Section 6.9.Section 4.21. Insurance. The Group Members maintain insurance in accordance with the requirements of Section 5.6, including, as of the ClosingDate, pursuant to the insurance policies described on Schedule 4.21, which Schedule sets forth in reasonable detail the name of the relevant insurancecompany, the type of policy, the coverage thereof and deductibles provided for therein, and the policy number. The insurance policies of the Group Members,pursuant to which such insurance is maintained, are valid and current, and subject to endorsements for the benefit of the Collateral Agent as required bySection 5.6.Section 4.22. Schedules. All of the information that is required to be scheduled to this Agreement is set forth on the Schedules attached hereto, is correctand accurate and does not omit to state any information material thereto.Section 4.23. Anti-Terrorism Laws.(a) No Group Member or Reporting Affiliate of a Group Member (in the case of Carson-Dellosa Publishing, LLC, to the best knowledge of theAdministrative Borrower after due inquiry) is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evadesor avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. No GroupMember or Reporting Affiliate of a Group Member (in the case of Carson-Dellosa Publishing, LLC, to the best knowledge of the AdministrativeBorrower after due inquiry) (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for thebenefit of any Blocked Person or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuantto Executive Order No. 13224.(b) No Group Member or Reporting Affiliate of a Group Member (in the case of Carson-Dellosa Publishing, LLC for purposes of clauses (C), (D), and(F) below, to the best knowledge of the Administrative Borrower after due inquiry), or to any Group Member’s knowledge, any of their respective agentsacting or benefiting in any capacity in connection with the making of the Loans or the other transactions hereunder, is any of the following (each a“Blocked Person”): (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (B) a Personowned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, ExecutiveOrder No. 13224; (C) a Person with which any Agent or any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (D) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (E) aPerson that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign AssetControl at its official website or any replacement website or other replacement official publication of such list; or (F) a Person who is affiliated with aPerson listed above.Section 4.24. [Reserved].Section 4.25. Surety Obligations. No Group Member is obligated as surety or indemnitor under any bond or other contract that assures payment orperformance of any obligation of any Person, except as expressly permitted hereunder. 59Section 4.26. Brokers. Except as disclosed on Schedule 4.26, there are no brokerage commissions, finder’s fees or investment banking fees payable byany Group Member in connection with any transactions contemplated by the Loan Documents or the ABL DIP Credit Documents or the Related Transactionsand each Obligor hereby jointly and severally indemnifies the Secured Parties against, and agrees that it will hold the Secured Parties harmless from, anyclaim, demand or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith or therewith and any expenses (includingreasonable fees, expenses and disbursements of counsel) arising in connection with any such claim, demand or liability.Section 4.27. Burdensome Contracts. No Group Member is party or subject to any Restrictive Agreement, except (i) the Loan Documents and the ABLDIP Credit Documents, (ii) Restrictive Agreements with respect to specific property unencumbered to secure payment of particular Debt permitted hereby or tobe sold pursuant to an executed agreement with respect to an asset Disposition permitted hereby, (iii) Restrictive Agreements evidencing restrictions by reason ofcustomary provisions restricting assignments, subletting or other transfers contained in a Lease, or any other lease, license or similar agreement entered into inthe ordinary course of business; provided that such restrictions are limited to the property secured by such Liens or the property subject to such Lease, lease,license or similar agreement, as the case may be, and (iv) as shown on Schedule 4.27. No such Restrictive Agreement prohibits the execution, delivery orperformance of any Loan Document or Revolving Credit Document by a Group Member.Section 4.28. Not a Regulated Entity. No Group Member is (a) an “investment company” or a “person directly or indirectly controlled by or acting onbehalf of an investment company” within the meaning of the Investment Company Act of 1940; or (b) subject to regulation under any public utilities code orany other Applicable Law regarding its authority to incur Debt or grant Liens on its property.Section 4.29. Payables Practices. Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code, each Group Member haspaid or discharged, or caused to be paid or discharged, when due (or, if earlier, prior to the date on which penalties attach thereto), (a) all taxes, assessmentsand governmental charges levied or imposed upon it or upon its income or profits, upon any properties belonging to it, (b) all federal, state, local and foreigntaxes required to be withheld by it, and (c) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien or charge uponany of its properties; except, in each case, to the extent the amount, applicability or validity of any such tax, assessment, charge or claim was and is contestedin good faith by appropriate proceedings diligently conducted and for which such Group Member, as applicable, set aside adequate reserves in accordancewith GAAP.Section 4.30. Criminal Charges. Other than as disclosed on Schedule 4.30, no Group Member, or any officer, director, member, executive board memberor similar function-holder of any Group Member, is or has been under investigation by a Governmental Authority for, or has been indicted, arrested, orconvicted of, or has settled (with or without an admission of guilt) any charges relating to, any criminal offense (whether a felony, misdemeanor, or othercrime).Section 4.31. Commodity Hedging. Giving effect to the Loans and ABL DIP Credit Loans to be made on the Closing Date and the use of the proceedsthereof, no Obligor has any Commodity Hedging Obligations.Section 4.32. Complete Disclosure. The Loan Documents do not, when taken as a whole, contain any untrue statement of a material fact, or fail todisclose any material fact necessary to make the statements contained therein not materially misleading. To the best of each Obligor’s knowledge, there is nofact or circumstance that any Obligor has failed to disclose to the Administrative Agent in writing that could reasonably be expected to have a Material AdverseEffect. 60Section 4.33. Survival of Representations and Warranties. All representations and warranties made under this Agreement and the other Loan Documentsshall survive, and not be waived by, the execution and delivery hereof by the Secured Parties, or any of them, any investigation or inquiry by any SecuredParty, or the making of any Loan under this Agreement.Section 4.34. Reorganization Matters.(a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for(x) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, (y) the hearing for the approval of the Interim Order, and(z) the hearing for the approval of the Final Order will be given. The Borrowers shall give on a timely basis as specified in the Interim Order or the FinalOrder, as applicable, all notices required to be given to all parties specified in the Interim Order or Final Order, as applicable.(b) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, the Obligations willconstitute allowed superpriority administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims andunsecured claims against the Borrowers now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrativeexpense claims of the kind specified in sections 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 726, or any other provision of the Bankruptcy Code orotherwise, as provided under section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to the Carve-Out and, solely to the extent requiredby the Intercreditor Agreement, the ABL DIP Credit Obligations.(c) After the entry of the Interim Order and pursuant to and to the extent provided in the Interim Order and the Final Order, the Obligations will besecured by a valid and perfected first priority Lien on all of the Collateral, subject, as to priority only, to the Carve-Out and the ABL DIP Credit PriorityCollateral.(d) The Interim Order (with respect to the period prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of theFinal Order), as the case may be, is in full force and effect has not been reversed, stayed, modified or amended without the Agent’s and Lenders’consent.ARTICLE VAFFIRMATIVE COVENANTSFrom the date of this Agreement and thereafter until the Commitments are terminated or expire and the Loans and all other Obligations have been paid infull, unless the Required Lenders shall otherwise expressly consent in writing:Section 5.1. Reporting Requirements. The Administrative Borrower (or any applicable Group Member) will deliver, or cause to be delivered, to theAdministrative Agent, and the Administrative Agent will deliver, or caused to be delivered, to each Lender each of the following, which shall be in form anddetail reasonably acceptable to the Required Lenders: 61(a) as soon as available, and in any event within 90 days after the end of each fiscal year of the Administrative Borrower, annual financial statements ofthe Administrative Borrower and its Subsidiaries, prepared on a consolidated and consolidating basis, with the unqualified opinion of independentcertified public accountants of recognized national standing selected by the Administrative Borrower and reasonably acceptable to the AdministrativeAgent (without a “going concern” or like qualification, assumption or exception and without any qualification or exception as to the scope of such audit;provided that the financial statements required by this Section 5.1(a) in respect of the fiscal year ending April 27, 2013 may contain a “going concern”or like qualification or exception relating solely to the commencement of the Chapter 11 Cases, and not resulting from a limitation of scope or the failureof such financial statements to present fairly, in all material respects, the financial position, results of operations, or cash flow of the AdministrativeBorrower and its subsidiaries in accordance with GAAP) to the effect that such financial statements present fairly in all material respects the financialcondition, cash flow and results of operations of the Administrative Borrower and its Subsidiaries on a consolidated basis in accordance with GAAPconsistently applied, accompanied by any management letter, audit report or similar letter or report prepared by said accountants in connection withsuch financial statements or any audit thereof; which annual financial statements shall include the balance sheets of the Administrative Borrower and itsSubsidiaries as at the end of such fiscal year and the related statements of income, retained earnings, cash flows and shareholder’s equity of theAdministrative Borrower and its Subsidiaries for the fiscal year then ended, all in reasonable detail in form acceptable to Agent and prepared inaccordance with GAAP;(b) (i) as soon as available, and in any event within 30 days after the end of each fiscal month of the Administrative Borrower, internally preparedfinancial statements of the Administrative Borrower and its Subsidiaries and Business Segment Financial Statements and other operational andfinancial reporting required by the Administrative Agent, in each case in form and substance acceptable to the Administrative Agent, prepared on aconsolidated and consolidating basis, as at the end of and for such month and for the year-to-date period then ended, in reasonable detail in formacceptable to the Administrative Agent, and the figures for the corresponding date and periods in the previous year on a monthly and year-to-date basisand for the corresponding date and periods in the then-applicable operating plan and projections delivered pursuant to Section 5.1(c), all prepared inaccordance with GAAP, subject to year-end audit adjustments and the addition of footnotes, in each case accompanied by an analysis of material factorsaffecting the period and an MD&A of such financial statements for (w) the Administrative Borrower and its Subsidiaries on a consolidated basis,(x) the Accelerated Learning Business, (y) the Educational Resources Business, and (z) the Delta Business; (ii) as soon as available, and in any eventwithin 45 days after the end of each fiscal quarter of the Administrative Borrower, internally prepared financial statements of the AdministrativeBorrower and its Subsidiaries and Business Segment Financial Statements in form and substance acceptable to the Administrative Agent, prepared on aconsolidated and consolidating basis, as at the end of and for such quarter and for the year-to-date period then ended, in reasonable detail in formacceptable to the Administrative Agent, and the figures for the corresponding date and periods in the previous year on a quarterly and year-to-date basisand for the corresponding date and periods in the then-applicable operating plan and projections delivered pursuant to Section 5.1(c), all prepared inaccordance with GAAP, subject to year-end audit adjustments and the addition of footnotes, in each case accompanied by an analysis of material factorsaffecting the period and an MD&A of such financial statements for (w) the Administrative Borrower and its Subsidiaries on a consolidated basis,(x) the Accelerated Learning Business, (y) the Educational Resources Business, and (z) the Delta Business and (iii) as soon as available, and in anyevent within 30 days after the end of each fiscal month of the Administrative Borrower, an updated six-month consolidated balance sheet, incomestatement and statement of cash flow of the Administrative Borrower and its Subsidiaries and income statements by Business Segment for thesucceeding six-month period in form and substance satisfactory to the Administrative Agent, in its sole discretion. 62(c) as soon as available, and in any event no later than May 30 of each fiscal year of the Administrative Borrower, a consolidated operating plan andprojections for each of the Business Segments for the subsequent fiscal year, prepared on a monthly basis, which have been approved by theAdministrative Borrower’s board of directors (or equivalent body), in the same form as submitted to such board of directors or equivalent body andaccompanied by such supporting calculations as may be requested by the Agent, and which present a good faith opinion as of the date made as to suchprojections, valuations and pro forma conditions and results, and as soon as available, and in any event no later than July 31 of each fiscal year, acopy of the annual auditor’s report to the board of directors (or equivalent body); and as soon as available and in any event no later than October 31st ofeach fiscal year (but not prior to October 15th of such fiscal year) a reforecast of the previously delivered operating plan and projections for thebusinesses of the Administrative Borrower and its Subsidiaries as at June 30th of such year, which presents a good faith opinion as of the date made asto such projections, valuations and pro forma conditions;(d) together with delivery of the financial statements described in Sections 5.1(a) and (b), a Compliance Certificate of the Chief Financial Officer of theAdministrative Borrower stating (i) that such financial statements have been prepared in accordance with GAAP, and present fairly in all materialrespects the financial conditions, cash flow and results of operations of the Administrative Borrower and its Subsidiaries on a consolidated basis inaccordance with GAAP consistently applied, subject, in the case of financial statements described in Section 5.1(b), to normal year-end auditadjustments and the addition of footnotes, (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereundernot theretofore reported and, if so, stating in reasonable detail the facts with respect thereto, and (iii) all relevant facts in reasonable detail to evidence,and the computations as to, whether the Administrative Borrower and its Subsidiaries are in compliance with the requirements set forth in Sections 6.1,6.2, 6.3, 6.4, 6.5, 6.12 and 6.16;(e) together with each Compliance Certificate delivered pursuant to Section 5.1(d) above, a certificate, each in form and substance satisfactory to theAdministrative Agent, by a Responsible Officer that (i) the information provided on Schedules 4.4, 4.6, 4.11, 4.12, 4.14, 4.15, 4.18, 4.19, 4.21 and4.30 (or on updated schedules attached to such certificate, or the most recent updated schedules delivered pursuant to this clause (e)) is correct andcomplete in all material respects as of the date of such Compliance Certificate, (ii) the Obligors have delivered all documents (including updatedschedules as to locations of Collateral and acquisition of Intellectual Property or Real Property) they are required to deliver pursuant to any LoanDocument on or prior to the date of delivery of such Compliance Certificate, (iii) complete and correct copies of all documents modifying any term ofany (A) Constituent Document of any Group Member or any Subsidiary or joint venture thereof on or prior to the date of delivery of such ComplianceCertificate, and (B) Revolving Credit Document or other Material Contract, in each case, have been delivered to the Administrative Agent or are attachedto such certificate;(f) together with each Compliance Certificate delivered pursuant to clause (d) above, a discussion and analysis of the financial condition and results ofoperations of the Group Members for the portion of the fiscal year then elapsed and discussing the reasons for any significant variations from (i) theprojections for such period delivered pursuant to clause (c) above, and (ii) the figures for the corresponding period in the previous fiscal year; 63(g) together with each delivery of annual financial statements pursuant to clause (a) above, each in form reasonably satisfactory to the AdministrativeAgent and certified as complete and correct by a Responsible Officer as part of the Compliance Certificate delivered in connection with such financialstatements, a summary of all material insurance coverage maintained as of the date thereof by any Group Member, together with such other informationas the Administrative Agent may reasonably require;(h) together with each delivery of annual financial statements pursuant to Section 5.1(a) above and each delivery of monthly and quarterly financialstatements pursuant to Section 5.1(b) above, (i) a listing of government contracts of any Obligor subject to the Federal Assignment of Claims Act of1940; and (ii) a list of any applications for the registration of any Intellectual Property filed by any Obligor with the United States Patent andTrademark Office, the United States Copyright Office or any similar office or agency in the prior fiscal year or month, as applicable;(i) as soon as possible, but in any event no later than three Business Days, after an officer of any Group Member obtains knowledge thereof, a notice ofany written information, exhibit, or report furnished to the Administrative Agent or the Lenders having contained, at the time it was furnished, anyuntrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of thecircumstances in which made (provided, that any such notification pursuant to this clause (i) will not cure or remedy the effect of the prior untruestatement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement orany of the Schedules hereto);(j) as soon as possible, but in any event no later than three Business Days, after the commencement of, or any material developments in, any action,investigation, suit, proceeding, audit, claim, demand, order or dispute with, by or before any Governmental Authority affecting any Group Member, orany officer, director, member, executive board member or similar function-holder of any of them, or any property of any Group Member, of the typedescribed in Section 4.6 or which (i) seeks injunctive or similar relief or a monetary recovery against any Group Member in excess of $200,000 or (ii) ifadversely determined, could reasonably be expected to have a Material Adverse Effect, notice of such commencement or development, together with astatement by a Responsible Officer setting forth reasonable detail thereof;(k) as soon as possible, but in any event no later than two Business Days, after an officer of any Group Member obtains knowledge of the occurrence ofa Default or Event of Default or default or event of default hereunder or under any Material Contract, or of the termination of any Material Contract,notice of such occurrence or termination, together with a detailed statement by a Responsible Officer setting forth the steps being taken by theAdministrative Borrower or its Subsidiaries to cure the effect of any such Default or Event of Default or default or event of default;(l) as soon as possible, but in any event no later than three Business Days, after an officer of any Group Member obtains knowledge of the occurrenceof any event, or the existence of any circumstance, that would reasonably be expected to have a Material Adverse Effect, notice of such occurrence orexistence, together with a detailed statement by a Responsible Officer setting forth the nature and anticipated effect thereof and any action proposed to betaken in connection therewith; 64(m) as soon as possible, but in any event no later than five Business Days, after an officer of any Group Member obtains knowledge of the occurrenceof any event reasonably expected to result in a mandatory payment of the Obligations pursuant to Section 2.9, notice of such occurrence, together with adetailed statement by a Responsible Officer setting forth, in the case of a transaction, the material terms and conditions of such transaction, and in anycase estimating the Net Cash Proceeds thereof, if any;(n) as soon as possible, but in any event no later than five Business Days, after (i) any Group Member knows or has reason to know that anyReportable Event with respect to any ERISA Plan has occurred, the statement of a Responsible Officer setting forth details as to such Reportable Eventand the action which the Administrative Borrower or its Subsidiaries propose to take with respect thereto, together with a copy of the notice of suchReportable Event to the PBGC, (ii) any Group Member fails to make any quarterly contribution required with respect to any ERISA Plan under the IRCode, as amended, the statement of a Responsible Officer setting forth details as to such failure and the action which the Administrative Borrower or itsSubsidiaries propose to take with respect thereto, together with a copy of any notice of such failure required to be provided to the PBGC, (iii) thecommencement of any material labor dispute to which any Group Member is or may become a party, including any strikes, lockouts or other disputesrelating to any of such Person’s plants and other facilities, or the incurrence by any Group Member of any Worker Adjustment and RetrainingNotification Act or related or similar liability incurred with respect to the closing of any plant or other facility of any such Person, the statement of aResponsible Officer setting forth details as to such dispute or liability and the action which the Administrative Borrower or its Subsidiaries propose totake with respect thereto;(o) as soon as possible, but in any event no later than five Business Days, after (i) any Group Member knows or has reason to know thereof, notice of(A) unpermitted Releases, (B) the receipt by any Group Member of any notice of violation of or potential Liability or similar notice under, or theexistence of any condition that could reasonably be expected to result in violations of or Liabilities under, any Environmental Law or (C) thecommencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, written demand, dispute alleging a violation of orLiability under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if adversely determined), in theaggregate for each such clause, could reasonably be expected to result in aggregate Environmental Liabilities, collectively for all such EnvironmentalLiabilities, in excess of $200,000, or resulting, in the aggregate, in Environmental Cash Expenses in excess of $200,000 in any fiscal year of theAdministrative Borrower, in each case net of Environmental Reimbursements in respect of such Environmental Liabilities, (ii) the receipt by any GroupMember of notification that any property of any Group Member is subject to any Lien in favor of any Governmental Authority securing, in whole or inpart, Environmental Liabilities, notice thereof together with a copy of such notification, and (iii) any Group Member knows or has reason to know thatany proposed acquisition or lease, license or other occupancy of Real Property has a reasonable likelihood of resulting in Environmental Liabilities,notice thereof together with the statement of a Responsible Officer setting forth details as to such transaction and such Environmental Liabilities;(p) as soon as possible, but in any event no later than three Business Days, after any Group Member knowing or having reason to know thereof, noticeof the violation by any Group Member of any Applicable Law that could have a Material Adverse Effect;(q) as soon as possible, but in any event no later than two Business Days, after any Group Member knowing or having reason to know thereof, noticeof (a) the creation, or filing with the Internal Revenue Service or any other Governmental Authority, of any contractual obligation or 65other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Group Member and(b) the creation of any contractual obligation of any Group Member, or the receipt of any request directed to any Group Member, to make anyadjustment under Section 481(a) of the IR Code, by reason of a change in accounting method or otherwise;(r) as soon as possible, but in any event no later than one Business Day, after their distribution, copies of all (i) press releases concerning materialdevelopments in the business of the Group Members, (ii) financial statements, reports, proxy statements and other communications which theAdministrative Borrower, any other Group Member, shall have sent to (x) its shareholders or any other stakeholders (including, without limitation,holders of Debt) or (y) the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any securities exchange or anyGovernmental Authority exercising similar functions;(s) as soon as possible, but in any event no later than three Business Days, after execution, receipt or delivery thereof, copies of any notices, demands,statements, certificates, reports, valuations, appraisals, Borrowing Base Certificates or other communications or documents that any Obligor executes,receives or delivers in connection with any ABL DIP Credit Documents or other Material Contracts; provided, that each Borrowing Base Certificatedelivered by the Borrowers shall have at least the level of detail as, and shall reflect a calculation of the borrowing base using a methodology consistentwith, the Borrowing Base Certificate delivered as of the Closing Date;(t) as soon as possible, but in no event later than one Business Day, after any Group Member knowing or having reason to know thereof, notice of anyreduction in the value of any Inventory, equipment, Real Property or other Collateral due to loss, damage, sale, transfer or other Disposition orconveyance (including, without limitation, by eminent domain or similar process) that could have a Material Adverse Effect;(u) as soon as possible, but in any event no later than five Business Days, after management of any Group Member obtains knowledge thereof, theidentity of each Person that obtains ownership or control of more than 5.0% of the outstanding Equity Interests of the Administrative Borrower;(v) promptly, upon request of the Administrative Agent, a written statement duly acknowledged by the Borrowers setting forth the outstanding principalbalance of the Revolving Loans and stating whether any offsets or defenses exist against the Obligations (whether or not any Borrower is entitled to utilizeor rely on such offsets or defenses pursuant to the terms of this Agreement and the other Loan Documents);(w) copies of all public filings made by any Group Member;(x) such other information respecting the financial or other condition, and results of operations, of any Group Member, or the Collateral, as theAdministrative Agent or the Required Lenders may from time to time reasonably request, including without limitation backup calculations for eachBorrowing Base Certificate in at least the level of detail provided by the Borrowers to the ABL DIP Agent;(y) (i) two Business Days prior to the Closing Date, the initial Approved Budget; (ii) no later than five Business Days prior to the beginning of eachfiscal month (with the first such delivery date being February 25, 2013), an updated thirteen-week cash flow forecast for the succeeding 66thirteen-week period in form and substance satisfactory to the Administrative Agent, in its sole discretion, which, upon acceptance by theAdministrative Agent, shall become the thirteen-week cash flow forecast in the Approved Budget, and (iii) on or before 12:00 p.m. New York, New Yorktime on the third Business Day following the end of each fiscal week (with the first such delivery date being February 6, 2013), a Variance Report, inform and substance satisfactory to the Administrative Agent, in its sole discretion, together with a certificate substantially in the form of Exhibit Bjointly from the chief financial officer and chief restructuring officer as to the compliance with the requirements under Section 6.31.(z) copies of all monthly reports, projections, or other information respecting Administrative Borrower’s or any of its Subsidiaries’ business or financialcondition or prospects as well as all pleadings, motions, applications and judicial information filed by or on behalf of the Borrowers with theBankruptcy Court or provided by or to the U.S. Trustee (or any monitor or interim receiver, if any, appointed in any Chapter 11 Case) or theCommittee, at the time such document is filed with the Bankruptcy Court, or provided by or to the U.S. Trustee (or any monitor or interim receiver, ifany, appointed in any Chapter 11 Case) or the Committee.(aa) monthly at reasonable times upon the request of the Agent, confirmation of availability for, and arrange for, the chief executive officer, chieffinancial officer and chief restructuring officer and other members of management of the Borrowers to participate in a call with the Agent and theLenders to discuss matters relating to the Borrowers.(bb) (i) As soon as possible, but in any event no later than five Business Days after the Closing Date, a list describing (x) any actual or threatenedtermination, cancellation or limitation of, or modification to or change in, the business relationship, or any supply, sales or other agreement between(i) any Group Member, on the one hand, and any customer or any group thereof, on the other hand, whose agreements with any Group Member areindividually or in the aggregate material to the business or operations of such Group Member, or (ii) any Group Member, on the one hand, and anysupplier or any group thereof, on the other hand, whose agreements with any Group Member are individually or in the aggregate material to the businessor operations of such Group Member and (y) the amount of revenues or purchases of the Group Members from such customer and/or supplier in theprior fiscal year, and (ii) as soon as possible, but in any event no later than one Business Day after any Group Member’s knowledge of any such actualor threatened termination, cancellation, limitation, modification or change, a notice to the Administrative Agent describing the same and the amount ofrevenues or purchases of the Group Members from such customer and/or supplier in the prior fiscal year.Section 5.2. Books and Records; Inspection and Examination; Appraisals.(a) Each Obligor will, and will cause each of its Subsidiaries to, (i) keep accurate books of record and account for itself pertaining to its business,financial condition, financial transactions, assets and liabilities, and such other matters as the Administrative Agent may from time to time request, inwhich true and complete entries in all material respects will be made in accordance with GAAP consistently applied; (ii) upon the request of andreasonable notice by the Administrative Agent to the Administrative Borrower (which notice shall not be required during the continuance of an Event ofDefault), permit any officer, employee, attorney, agent, consultant, advisor or accountant of the Administrative Agent to audit, review, make extractsfrom or copy any and all of any Obligor’s corporate (and similar), financial, operating and other books and records at all reasonable times duringordinary business hours (at the Borrowers’ expense) and to discuss its affairs with any of its directors, officers, employees, attorneys, consultants,advisors or agents (collectively, a “Field Review”); provided that, so long as no Event of Default has 67occurred and be continuing, the Administrative Agent shall be limited to two such Field Reviews during any twelve consecutive month period; and(iii) permit the Administrative Agent or its employees, accountants, attorneys, consultants, advisors or agents, to examine and inspect any of itsproperty at any time during ordinary business hours upon reasonable advance notice (which notice shall not be required during the continuance of anEvent of Default), and to communicate directly with any registered certified public accountants (including the Group Members’ accountants). Uponprior notice to the Administrative Borrower, each Group Member shall authorize its respective registered certified public accountants to communicatedirectly with the Administrative Agent and to disclose to the Administrative Agent all financial statements and other documents and information as theymight have and the Administrative Agent requests with respect to any Group Member.(b) Without limitation of the provisions of Section 5.2(a), each Obligor will cooperate with the Administrative Agent in order to enable the AdministrativeAgent (or one or more third-parties engaged by the Administrative Agent) to complete collateral appraisals, examinations and audits of the Obligors’Inventory, Accounts, financial books and records and fixed assets as deemed necessary at any time and from time to time in the Administrative Agent’sPermitted Discretion. The Borrowers shall reimburse the Administrative Agent for all reasonable costs and expenses associated with any suchappraisals, examinations and/or audits, including, without limitation, the Administrative Agent’s customary per diem charges for any employees,agents, consultant or advisors of the Administrative Agent conducting such appraisals, examinations and audits; provided, that, unless a Default orEvent of Default has occurred, the Borrowers shall not be obligated to reimburse the Administrative Agent for more than one appraisal for each type ofCollateral (including, without limitation, any such appraisal with respect to each of Accounts, Inventory, Real Property and equipment) during anytwelve consecutive month period commencing after the Closing Date.Section 5.3. Compliance with Laws. Except as otherwise permitted by the Bankruptcy Code or pursuant to any order of the Bankruptcy Court, whichorder shall be in form and substance acceptable to the Administrative Agent, each Obligor will, and will cause each of its Subsidiaries to, (a) comply in allmaterial respects with all Requirements of Law, including without limitation Environmental Laws, (b) use and keep its assets, and require that others use andkeep its assets, only for lawful purposes, without violation of any material Applicable Law, or any Applicable Law the violation of which could have aMaterial Adverse Effect.Section 5.4. Payment of Taxes and Other Claims; Environmental Compliance Payments. Except to the extent subject to the automatic stay ofSection 362 of the Bankruptcy Code, each Obligor will, and will cause each of its Subsidiaries to, pay or discharge, or cause to be paid or discharged, whendue (or, if earlier, prior to the date on which penalties attach thereto or the obligee thereof may exercise remedies under or in respect of any Lien securing suchamounts), (a) all taxes, assessments and governmental charges levied or imposed upon it or upon its income or profits, upon any properties belonging to it,(b) all federal, state, local and foreign taxes required to be withheld by it, and (c) all lawful claims for labor, materials, services and supplies which, if owingor unpaid, might by law become a Lien or charge upon any of its properties (including without limitation any claim that might result in a Lien of the typesdescribed in clause (c) of the definition of Permitted Liens); provided that, no Obligor shall be required to pay any such tax, assessment, charge or claimwhose amount, applicability or validity is being contested in good faith by appropriate proceedings diligently conducted and for which such Obligor, asapplicable, has set aside adequate reserves in accordance with GAAP, provided that no exercise of remedies under or in respect of any Lien securing suchamounts shall have been commenced, and provided further that any Lien that arises or may exist in respect thereof is a Permitted Lien. 68Section 5.5. Maintenance of Properties; Material Contracts.Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code, excused by the Bankruptcy Code, or caused by the filing,commencement and continuation of the Chapter 11 Cases and effect thereof (including any litigation resulting therefrom), each Obligor will, and will causeeach of its Subsidiaries to, keep and maintain all of its properties necessary or useful in its business in good condition, repair and working order (normal wearand tear excepted); provided, however, that nothing in this Section 5.5 shall prevent any Group Member from discontinuing the operation and maintenance ofany of its properties if such discontinuance is, in the reasonable judgment of such Group Member, desirable in the conduct of its business and notdisadvantageous in any respect to the Secured Parties.(a) Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code, excused by the Bankruptcy Code, or caused by the filing,commencement and continuation of the Chapter 11 Cases and effect thereof (including any litigation resulting therefrom), each Obligor will, and willcause each of its Subsidiaries to, maintain in full force and effect all Material Contracts (and in furtherance thereof to fulfill of its obligationsthereunder), in each case necessary or useful for the conduct of its businesses as presently conducted.Section 5.6. Insurance. Each Obligor will, and will cause each of its Subsidiaries to, at the Group Members’ expense, (i) maintain in full force andeffect insurance respecting each of the Group Members and their assets wherever located, covering loss or damage by fire, theft, explosion, and all otherhazards and risks as ordinarily are insured against by other Persons engaged in the same or similar businesses, (ii) maintain in full force and effect (withrespect to each of the Group Members) business interruption insurance, general liability insurance, product liability insurance, directors’ and officers’liability insurance, fiduciary liability insurance, and employment practices liability insurance, as well as insurance against larceny, embezzlement, andcriminal misappropriation, and (iii) if at any time the area in which any Real Property encumbered by a Mortgage is located is designated (1) a “flood hazardarea” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and if available in thecommunity in which the Real Property is located, obtain flood insurance in such total amount as the Collateral Agent may from time to time require, andotherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time totime, or (2) a “Zone 1” area, obtain earthquake insurance in such total amount as the Collateral Agent may from time to time require. All such policies ofinsurance shall be with responsible, financially sound and reputable insurance companies acceptable to the Administrative Agent and in such amounts, andsubject to such deductibles, as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated andlocated and in any event in amount, adequacy and scope reasonably satisfactory to the Administrative Agent. All property insurance policies covering the Termand Revolving Loan Priority Collateral shall be made payable first to the Collateral Agent for the benefit of the Secured Parties and, secondarily, to the ABLDIP Agent for the benefit of the ABL DIP Credit Lender and all property insurance policies covering the ABL DIP Credit Priority Collateral shall be madepayable first to the ABL DIP Agent for the benefit of the ABL DIP Credit Lender and, secondarily, to the Agent for the benefit of the Secured Parties, and all incase of loss, pursuant to a standard loss payable endorsement (notwithstanding a breach of the policy by the insured party) with a standard non-contributory“lender” or “secured party” clause and shall contain such other provisions as the Administrative Agent may require to fully protect the Secured Parties’ interestin the Collateral and in any payments to be made under such policies. All certificates of property insurance in respect of the Collateral and general liabilityinsurance are to be delivered to the Collateral Agent, with loss payable or mortgagee (in respect of Collateral) and additional insured endorsements in favor ofthe Collateral Agent for the benefit of the Secured Parties, subject to the Intercreditor Agreement, and shall provide for not less than 30 days (10 days in the caseof non-payment) prior written notice to the 69Administrative Agent of the exercise of any right of cancellation. If any Group Member fails to maintain such insurance, the Administrative Agent may arrangefor such insurance, but at the Borrowers’ expense and without any responsibility on the Administrative Agent’s part for obtaining the insurance, the solvencyof the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence of an Event of Default, the Collateral Agent shallhave the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittancefor any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documentsthat may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies, subject to the rights of the ABL DIPAgent under the Intercreditor Agreement.Section 5.7. Preservation of Existence. Each Borrower will, and will cause each of its Subsidiaries (subject to Section 6.7) to, preserve and maintain itscorporate or limited liability company (or other organizational) existence and all of its rights, privileges and franchises necessary or desirable in the normalconduct of its business, and conduct its business in an orderly, efficient and regular manner.Section 5.8. Subsidiaries. At the time that any Group Member forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary afterthe Closing Date, such Group Member shall (a) at the time of such formation or acquisition (or such later date as permitted by the Administrative Agent in itssole discretion) cause any such new Subsidiary (unless it is a CFC (as defined in the Security Agreement) and to the extent that the taking of the actionsdescribed below with respect to such Subsidiary would result in adverse tax consequences to any of the Group Members) to provide to the AdministrativeAgent a joinder and supplement to this Agreement substantially in the form of Exhibit C (each, a “Guaranty Supplement”), pursuant to which suchSubsidiary shall agree to join as a Guarantor of the Obligations under Article IX and as an Obligor under this Agreement, a joinder to the Security Agreement,together with all other security documents (including Mortgages and other items in accordance with Section 5.11 and Section 5.14 with respect to any RealProperty owned in fee of such new Subsidiary and any Leased Real Property of such Subsidiary), as well as appropriate financing statements (and withrespect to all property subject to a mortgage, fixture filings), all in form and substance satisfactory to the Administrative Agent, sufficient to grant theCollateral Agent a first priority Lien (subject to Permitted Senior Liens) in and to the property of such newly formed or acquired Subsidiary, together with titleinsurance policies, Surveys, environmental reports, flood determinations, evidence of flood insurance (if applicable), landlord’s waivers, certified resolutionsand other Constituent Documents, opinions, and other documents as may be requested by the Agent, (b) at the time of such formation or acquisition (or suchlater date as permitted by the Administrative Agent in its sole discretion) provide to the Administrative Agent a pledge agreement and appropriate certificates andpowers or financing statements, pledging all of the direct or beneficial ownership interests and other Equity Interests owned by the Obligors in such newSubsidiary reasonably satisfactory to the Administrative Agent (provided that if such Subsidiary is a CFC (as defined in the Security Agreement) and to theextent that a pledge of more than 65% of the outstanding voting Equity Interests in such Subsidiary would result in adverse tax consequences to any of theGroup Members, no more than 65% of the outstanding voting Equity Interests in such Subsidiary shall be required to be so pledged), and (c) at the time ofsuch formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent all other documentation,including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its opinion is appropriate with respect to the executionand delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property witha value in excess of $200,000 owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to thisSection 5.8 shall be a Loan Document. Nothing contained in this Section 5.8 shall permit the formation or acquisition of a Subsidiary to the extent notpermitted by, or to the extent prohibited elsewhere in, this Agreement or any other Loan Document. 70Section 5.9. Permits. Each Group Member will, and will cause each of its Subsidiaries to, obtain all Permits that are required under Applicable Law orunder contract to continue to operate the business of the Group Members as currently operated, or that are otherwise required by the Administrative Agent, andin furtherance thereof to make all necessary or appropriate filings with, and give all required notices to, Government Authorities in respect thereof.Section 5.10. Lender Group Meetings. The Administrative Borrower will (and will cause key management of each Group Member to), within 30 daysafter any request of the Administrative Agent, hold a meeting (at a mutually agreeable location and time or, at the option of the Agent, by conference call) withall Secured Parties who choose to attend such meeting, at which meeting shall be reviewed the financial results and financial condition of the Group Membersand such other matters as the Administrative Agent may reasonably request; provided, that, unless a Default or Event of Default exists, no more than twosuch meetings shall be required, and in addition thereto, no more than two such lender calls, during any twelve consecutive month period commencing afterthe Closing Date.Section 5.11. Real Estate.(a) From and after the date hereof, in the event that (i) any Borrower or other Obligor acquires (x) in fee, any Real Property with a value in excess of$200,000, or (y) by lease, any Real Property in connection with which the gross rental payments are in excess of $100,000 annually and for which theterm of the leasehold (giving effect to any renewals and extensions at the option of the Obligors) is two years or longer, or (ii) at the time any Personbecomes a Borrower or other Obligor, such Person owns or holds any Real Property (excluding any Real Property in respect of which the AdministrativeAgent determines, in its sole discretion, that the provision of a Mortgage (any such Real Property not so excluded, an “Additional Mortgaged Property”)),the Administrative Borrower shall grant (or cause the relevant Obligor to grant), within 30 days (subject to extension by the Administrative Agent in theAdministrative Agent’s sole discretion) after such Person acquires or holds such Real Property or becomes an Obligor, as the case may be, a securityinterest in and Mortgage on such Additional Mortgaged Property mutatis mutandis, in respect of such Additional Mortgaged Property as theAdministrative Agent may require.(b) Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code or excused by the Bankruptcy Code, each Obligor shallmake all payments and otherwise perform all obligations in respect of all Leases to which the Obligor or any of its Subsidiaries is a party, keep suchLeases in full force and effect and not allow such Leases to lapse or be terminated or any rights to renew such Leases to be forfeited or cancelled, notifythe Administrative Agent of any default by any party with respect to such Leases and cooperate with the Administrative Agent in all respects to cure anysuch default, and cause each of its Subsidiaries to do so.Section 5.12. Deposit Accounts and Securities Accounts; Cash Management.(a) Each Obligor shall maintain its deposit accounts and securities accounts in a manner satisfactory to the Administrative Agent, subject to anacceptable cash management system that provides the Collateral Agent with perfection of its Lien on and in the funds on deposit in any deposit accountunder the UCC pursuant to Control Agreements and is otherwise as set forth on Schedule 5.12, as such Schedule may be updated from time to time bythe Administrative Agent in its sole discretion (the “Acceptable Cash Management System”). Prior to any Obligor’s establishment or acquisition of anydeposit account or securities account after the date of this Agreement (other than Excluded Accounts (as defined in the Security Agreement)), theAdministrative Borrower shall arrange for the delivery to the Administrative Agent of a Control 71Agreement with respect to such deposit account or securities account. Prior to any Obligor’s (i) establishment or acquisition of any deposit account orsecurities account after the date of this Agreement, that is a Non-Controlled Account, or (ii) transfer of any funds from any account to any Non-Controlled Account, or (iii) changing banking practices for any facility from the deposit of funds into banking accounts governed by a ControlAgreement to the depositing of any funds into Non-Controlled Accounts, in each case in clause (i), (ii) and (iii) the Administrative Borrower shall obtainthe prior written consent of the Administrative Agent.(b) There shall not be on deposit in any Non-Controlled Accounts any funds of any Group Member. Promptly after the Closing Date each Obligor shall,and shall cause each of its Subsidiaries to, cause all payments on Accounts and all payments constituting proceeds of Inventory and other Collateral inthe form in which such payments are made, whether by cash, check, credit card sales drafts, credit card sales, charge slips or any other mannerwhatsoever (collectively, “Receipts”), to be sent directly into deposit accounts that are subject to Control Agreements and are part of the Acceptable CashManagement System. If and to the extent that any Receipts come into the possession or control of any of the Obligors, all such Receipts shall be held intrust for the Collateral Agent as the property of the Agent, for the benefit of the Secured Parties, and shall be promptly deposited into one or more depositaccounts subject to a Control Agreement.(c) Subject to the rights of the Obligors hereunder, the Obligors agree that all deposits made in, and payments made to, a deposit account and otherfunds received and collected by the Agent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise, except for ExcludedAccounts (as defined in the Security Agreement) shall be the collateral of the Collateral Agent and the ABL DIP Agent, subject to the IntercreditorAgreement, under the sole dominion and control of the ABL DIP Agent or the Agent.(d) The Borrowers jointly and severally agree to reimburse the Administrative Agent on demand for any amounts owed or paid to any financialinstitution or other Person involved in the transfer of funds to or from the deposit accounts arising out of the Administrative Agent’s payments to orindemnification of such financial institution or other Person. The obligation of the Borrowers to reimburse the Administrative Agent, for such amountspursuant to this Section 5.12, shall survive the termination or non-renewal of this Agreement.Section 5.13. Inventory Sold on Consignment. Prior to or simultaneously with any Obligor selling Inventory to any third party on consignment (“Consigned Goods”), the Obligors shall have taken all steps necessary, including the filing of UCC-1 financing statements and the giving of notices inaccordance with the UCC, to perfect its security interest in such Consigned Goods. No later than 10 calendar days after receipt of such Consigned Goods bythe applicable consignee, the Administrative Agent shall have received copies of all UCC-1 and other financing statements filed in favor of any Borrower withrespect to each location, if any, at which Consigned Goods may be located.Section 5.14. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Obligor will execute and deliver anyadditional documents and instruments and perform any additional acts that may be necessary or appropriate, in the Administrative Agent’s PermittedDiscretion, to effectuate and perform its obligations under this Agreement and the other Loan Documents and the transactions contemplated hereby andthereby, including execution, delivery and filing, where applicable, of all documents requested by the Administrative Agent or Collateral Agent appropriate togrant and perfect Liens on all property of the Obligors in favor of the Collateral Agent to secure the Obligations, having first priority (subject only to PermittedSenior Liens). 72Section 5.15. ERISA Compliance.(a) The Administrative Borrower will not, and will not permit any member of the Controlled Group to, incur any accumulated funding deficiency withthe meaning of ERISA, or any material liability to the PBGC or fail to make any minimum required contribution (under Section 430 of the IR Code) withrespect to any Pension Plan.(b) The Administrative Borrower will furnish to the Administrative Agent (i) as soon as possible and in any event within five (5) Business Days after aResponsible Officer knows of any Reportable Event with respect to any ERISA Plan, a statement of a Responsible Officer, setting forth details as tosuch Reportable Event and the action that the Administrative Borrower proposes to take with respect thereto, together with a copy of the notice of suchReportable Event given to the PBGC if a copy of such notice is available to the Administrative Borrower, and (ii) promptly after receipt thereof, a copyof any notice the Administrative Borrower or any member of the Controlled Group may receive from the PBGC or the IRS with respect to any ERISAPlan administered by the Administrative Borrower or any other member of the Controlled Group; provided that clause (ii) shall not apply to notices ofgeneral application promulgated by the PBGC or the IRS.(c) The Administrative Borrower will promptly notify the Administrative Agent of any taxes, fines or penalties assessed or proposed to be assessedagainst the Administrative Borrower or other member of the Controlled Group by the IRS or the U.S. Department of Labor with respect to any ERISAPlan as a result of a violation of the IR Code or ERISA.(d) The Administrative Borrower will, as soon as practicable, and in any event within five (5) Business Days after the Administrative Borrowerbecomes aware that an ERISA Event has occurred, provide the Administrative Agent with a certificate of a Responsible Officer setting forth the details ofthe event and the action the Administrative Borrower proposes to take with respect thereto.(e) The Administrative Borrower will, at the request of the Administrative Agent, deliver, or cause to be delivered, to the Administrative Agent true andcorrect copies of any documents relating to any ERISA Plan.Section 5.16. [Reserved].Section 5.17. [Reserved].Section 5.18. Milestones. The Administrative Borrower shall comply with the milestones set forth in Schedule 5.18 with respect to the Bayside Sale (the“Milestones”).Section 5.19. Chief Restructuring Officer. Borrowers will continue to appoint, retain and engage a representative of Alvarez & Marsal to serve as chiefrestructuring officer on terms and conditions acceptable to the Administrative Agent, which will include, without limitation, assisting Borrowers in themanagement of their businesses, preparation of forecasts and projections, and the formulation and implementation of strategic initiatives in connection with theChapter 11 Cases. Borrowers hereby and will continue to authorize and instruct the chief restructuring officer to (a) share with the Administrative Agent andLenders all budgets, records, projections, financial information, reports and other information relating to the Collateral, the financial condition, operations andthe sale, marketing or reorganization process of the 73Borrowers’ businesses and assets as requested from time to time, except to the extent access to such information would compromise the Borrowers’ attorney-client privilege and (b) make himself available to the Administrative Agent and the Lenders as reasonably requested by the the Administrative Agent and theLenders. Borrowers will provide the chief restructuring officer, complete access to all of the Borrowers’ books and records, all of Borrowers’ premises and toBorrowers’ management as and when deemed necessary by the chief restructuring officer or the Administrative Agent.ARTICLE VINEGATIVE COVENANTSFrom the date of this Agreement and thereafter until the Commitments are terminated or expire, and the Loans and all other Obligations have been paid infull, unless the Required Lenders shall otherwise expressly consent in writing:Section 6.1. Liens. The Obligors will not, and will not permit any Subsidiary to, (i) create, incur or suffer to exist any Lien upon or on any assets(including any document or instrument in respect of goods or accounts receivable) of any Obligor or any such Subsidiary, now owned or hereafter acquired,or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such asset, income orprofits under the UCC or under any similar recording or notice statute, except for Permitted Liens, or permit any such Lien to have priority over the Liens onthe Collateral created by the Loan Documents other than Permitted Senior Liens, or permit any such Lien to have priority over the Liens on the Collateralcreated by the ABL DIP Credit Documents other than Permitted Senior Liens and the Liens created by the Loan Documents, or (ii) enter into, or suffer to exist,any control agreements (as such term is defined in the UCC), other than Control Agreements entered into pursuant to this Agreement or the Security Agreementor the ABL DIP Credit Agreement or other ABL DIP Credit Documents.The prohibition provided for in this Section 6.1 specifically includes, without limitation, any effort by the Borrower, any Committee, or any otherparty-in-interest in any Chapter 11 Case to create any Liens that prime, or are senior or pari passu with, any claims, Liens or interests of the Agent andLenders (other than for the Carve-Out and the Liens with respect to the ABL DIP Credit Priority Collateral) irrespective of whether such claims, Liens orinterests may be “adequately protected”.Section 6.2. Debt; Surety Bonds. The Obligors will not, and will not permit any Subsidiary to, incur, create, assume, permit or suffer to exist, anyDebt, except for Permitted Debt. The Obligors will not, and will not permit any Subsidiary to, be or remain liable with respect to surety and appeal bonds,performance bonds, bid bonds, appeal bonds, completion guarantee or similar obligations (whether or not drawn) except for Permitted Surety Bonds in anaggregate amount not in excess of $30,000,000 at any time.Section 6.3. Investments. The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, purchase or hold beneficially any EquityInterests or other securities or Debt of, make or permit to exist any loans or advances to, or create or acquire any Subsidiary or acquire all or substantially allthe business, property or fixed assets of, or any division or line of business of, or make any other investment or acquire any other interest whatsoever in, anyother Person, except:(a) investments in cash and Cash Equivalents that are subject to a Control Agreement;(b) Intercompany Debt owed by (i) an Obligor to another Obligor, (ii) a Non-Obligor to another Non-Obligor, or (iii) an Obligor to a Non-Obligor;provided, that all Intercompany Debt owing from an Obligor to another Obligor or to a Non-Obligor shall be subject to the terms of the IntercompanySubordination and Payment Agreement; 74(c) investments in existence on the date of this Agreement and listed on Schedule 6.3;(d) investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;(e) advances made in connection with purchases of goods or services in the ordinary course of business;(f) investments received in settlement of amounts due to any Obligor or any of its Subsidiaries effected in the ordinary course of business or owing toany Obligor or any of its Subsidiaries as a result of insolvency proceedings involving an account debtor or upon the foreclosure or enforcement of anyLien in favor of an Obligor or its Subsidiaries;(g) [Reserved];(h) [Reserved];(i) deposits of cash outstanding on the Petition Date made in the ordinary course of business to secure performance of operating leases;(j) [Reserved];(k) [Reserved];(l) Permitted LC Collateral; and(m) [Reserved].Section 6.4. Restricted Payments; Payments on Subordinated Debt and Other Debt.(a) The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for anyRestricted Payments or set aside funds for the making of Restricted Payments, except, so long as no Default or Event of Default has occurred and iscontinuing or would be caused thereby:(i) distributions and dividends by any Subsidiaries of the Administrative Borrower to any Obligor; and(ii) [Reserved].(b) Subject to Section 6.4(c), the Obligors will not, and will not permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apartany sum for (i) any payment or prepayment, redemption, retirement, defeasance or acquisition of or with respect to (A) any Subordinated Debt or(B) any Permitted Debt referred to in clauses (a), (b), (f) or (g) of the definition thereof, or (ii) any scheduled payment, redemption or retirement of orwith respect to any Subordinated Debt(c) The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for any paymentor prepayment, redemption, retirement, defeasance or acquisition of or with respect to the 2011 Convertible Subordinated Debentures. 75Section 6.5. Sale or Transfer of Assets; Suspension of Business Operations. The Obligors will not, and will not permit any Subsidiary to, directly orindirectly, Dispose of all or any part of their properties or any interest therein (whether in one transaction or in a series of transactions) to any other Person, ormaterially reduce, or suspend, their business activities except in connection with a transaction permitted by Section 6.7; provided, however, that therestrictions contained in this Section 6.5 shall not apply to:(a) the conveyance, lease or transfer of all or part of its properties by (i) an Obligor to another Obligor, (ii) a Non-Obligor to an Obligor, or (iii) a Non-Obligor to another Non-Obligor;(b) sales of Inventory to non-Affiliates in the ordinary course of business upon fair and reasonable terms not less favorable to the applicable Obligor orsuch Subsidiary than could be obtained on an arm’s-length basis from another unrelated third party;(c) sales or leases to non-Affiliates of surplus, obsolete or worn out assets, not used or useful in such Obligor’s business, in the ordinary course ofbusiness; provided that the aggregate fair market value of all such property so disposed of by the Obligors, at the time of disposal, shall not exceed$200,000 in any fiscal year;(d) Intercompany Debt permitted under Section 6.3;(e) [Reserved];(f) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;(g) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business;(h) The granting of Permitted Liens;(i) The subleasing of the improved real property located at 101 Almgren Drive, Agawam, MA 01001 under the terms of a Sublease dated 12/31/2004 andeffective 01/07/2005 by and between School Specialty, Inc. as Sublessor and Vaupell Holdings, Inc. as Sublessee;(j) Leasing of science kits in connection with the refurbishment business of the Administrative Borrower and the Subsidiaries;(k) [Reserved];(l) [Reserved];(m) [Reserved];(n) [Reserved];(o) [Reserved];(p) [Reserved]; 76(q) [Reserved]; and(r) the Bayside Sale.Section 6.6. Restrictions on Issuance and Sale of Subsidiary Stock; Agreements Binding on Subsidiaries. The Obligors will not, and will not permitany Subsidiary to, directly or indirectly:(a) issue or sell any Equity Interests of any class of any Subsidiary to any Person other than an Obligor;(b) Dispose of any Equity Interests of any class of any Subsidiary; or(c) enter into, or be otherwise subject to, any instrument, contract or other agreement (including its Constituent Documents), or any other obligation orconstraint, that limits the amount of or otherwise imposes restrictions on:(i) the payment of dividends and distributions by any Subsidiary of the Administrative Borrower to the Administrative Borrower or any othersuch Subsidiary;(ii) the payment or prepayment by any Subsidiary of the Administrative Borrower of any Debt owed to the Administrative Borrower or any othersuch Subsidiary;(iii) the making of loans or advances by any Subsidiary of the Administrative Borrower to the Administrative Borrower or any other suchSubsidiary;(iv) the transfer by any Subsidiary of the Administrative Borrower of its property to the Administrative Borrower or any other such Subsidiary;or(v) the merger or consolidation of any Subsidiary of the Administrative Borrower with or into the Administrative Borrower or any other suchSubsidiary;provided that the foregoing shall not prohibit restrictions and conditions imposed by: (A) Applicable Laws which (taken as a whole) could notreasonably be expected to have a Material Adverse Effect, (B) the Loan Documents, and (C) the ABL DIP Credit Documents as in effect on the datehereof.Section 6.7. Consolidation, Dissolution, Amalgamation and Merger; Fundamental Changes; Asset Acquisitions; Officer Appointments. The Obligorswill not, and will not permit any Subsidiary to, alter the corporate, capital or legal structure of any Obligor or any of its Subsidiaries, consolidate oramalgamate with or merge into any Person, or permit any other Person to merge into it, or liquidate, wind-up or dissolve itself (or suffer any liquidation ordissolution), or reorganize or recapitalize, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all theassets of any other Person, or change its name or conduct its business under a fictitious name, or change its tax, charter or other organizational identificationnumber, or change its form or state of organization.Section 6.8. Restrictions on Nature of Business. The Obligors will not, and will not permit any Subsidiary to, acquire assets in, or engage, in any lineof business materially different from that in which the Obligors are presently engaged (or that is reasonably related thereto or a logical extension thereof), andwill not purchase, lease, license or otherwise acquire assets not related to such business. The Obligors will not make or permit any change in the manner inwhich they operate businesstransactions between the Obligors, on the one hand, and the Non-Obligors, on the other hand, that could reasonably be expected to be adverse to the interests ofthe Agent or the Secured Parties. 77Section 6.9. Prohibition of Entering into Negative Pledge Arrangements. The Obligors will not, and will not permit any Subsidiary to, enter into anyagreement, bond, note or other instrument with or for the benefit of any Person other than the Secured Parties which would:(a) prohibit such Obligor or such Subsidiary from granting, or otherwise limit the ability of such Obligor or such Subsidiary to grant, to the Agent orthe Secured Parties or the ABL DIP Agent or the ABL DIP Credit Lender any Lien on any assets or properties of such Obligor or such Subsidiary, exceptthat the documents pertaining to the Permitted PMM/Capital Lease Debt may prohibit Liens on the permitted assets securing or otherwise related to suchPermitted PMM/Capital Lease Debt; or(b) be violated or breached by the Obligors’ performance of their obligations under the Loan Documents or the ABL DIP Credit Documents.Section 6.10. Accounting. The Obligors will not, and will not permit any Subsidiary to, adopt any material change in accounting principles, other thanas required by GAAP, or adopt, permit or consent to any change in its fiscal year from the year ending on the last Saturday in April of each year, except withthe consent of the Administrative Agent, or enter into, modify, or terminate any agreement currently existing, or at any time hereafter entered into with any thirdparty accounting firm or service bureau for the preparation or storage of any Group Member’s accounting records without said accounting firm or servicebureau agreeing to provide Agent information regarding the Group Members’ financial condition.Section 6.11. Hazardous Substances. The Obligors will not, and will not permit any Subsidiary to, cause or permit any Hazardous Substances to bedisposed of in any manner which might result in any liability to any Group Member, on, under or at any Real Property which is operated by any GroupMember or in which any Group Member has any interest (including, but not limited to, as owner, tenant, lessee, sublessee or otherwise).Section 6.12. Transactions with Affiliates. The Obligors will not, and will not permit any Subsidiary to, enter into or be a party to any transaction orarrangement, including, without limitation, the purchase, sale, lease, license, transfer or exchange or other Disposition of property, the rendering of any serviceor the payment of any management fees, with any Affiliate, except:(a) (i) transactions between or among the Obligors not involving any other Affiliate, (ii) transactions between or among Obligors and Non-Obligors in theordinary course of business on terms no less favorable to the Obligors than would be obtained in a comparable arm’s length transaction with a Personthat is not an Affiliate, and (iii) transactions between or among Non-Obligors;(b) any Debt permitted under clauses (a) or (c) of the defined term Permitted Debt;(c) any payment permitted by Section 6.4;(d) [Reserved];(e) [Reserved]; 78(f) transactions (other than the payment of management, consulting, monitoring, or advisory fees) between School Specialty or its Subsidiaries, on theone hand, and any Affiliate of School Specialty or its Subsidiaries, on the other hand, so long as such transactions (i) are fully disclosed to theAdministrative Agent prior to the consummation thereof, if they involve one or more payments by School Specialty or its Subsidiaries in excess of$250,000 for any single transaction or series of related transactions, and (ii) are no less favorable, taken as a whole, to School Specialty or itsSubsidiaries, as applicable, than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate;(g) so long as it has been approved by School Specialty’s or its applicable Subsidiary’s board of directors (or comparable governing body) inaccordance with applicable law, any indemnity provided for the benefit of directors (or comparable managers) of School Specialty or its applicableSubsidiary; and(h) so long as it has been approved by School Specialty’s or its applicable Subsidiary’s board of directors (or comparable governing body) inaccordance with applicable law, the payment of reasonable compensation, severance, or employee benefit arrangements to executive officers and outsidedirectors of School Specialty and its Subsidiaries.Each Obligor will cause each of its Non-Obligor Subsidiaries to comply with all of the terms of the Intercompany Subordination and PaymentAgreement. Notwithstanding anything contained in this Agreement to the contrary, (x) except for Intercompany Debt permitted under Section 6.3(b), no Obligorshall enter into any transaction with, make any loan, advance or other investment in, or otherwise transfer any property to any Non-Obligor, and (y) theObligors shall not directly or indirectly declare, order, pay, make or set apart any sum for any payment or prepayment, redemption, retirement, defeasance oracquisition of or with respect to Intercompany Debt owed by any Obligor to any Non-Obligor, except in an aggregate amount not in excess of $250,000 over theterm of this Agreement.Section 6.13. No Amendments of Organization Documents, Material Contracts or ABL DIP Credit Documents. The Obligors will not, and will notpermit any Subsidiary to, amend, supplement, terminate, suspend or otherwise modify in any way (a) any Constituent Documents pertaining to any GroupMember or (b) any Material Contract in any manner that could be adverse to the Secured Parties or that could have a Material Adverse Effect. The Obligorswill not, and will not permit any Subsidiary to, agree to any amendment or other modification, refinancing, extension or renewal of, or waive any of theirrespective rights under, the ABL DIP Credit Documents except as permitted under the Intercreditor Agreement (as in effect on the date hereof). Without limitingthe foregoing, the Obligors will not, and will not permit any Subsidiary to, amend or otherwise modify, refinance, extend or renew or otherwise change theterms of any other Debt listed on Schedule 6.2, or make any payment consistent with an amendment, refinancing, extension or renewal thereof or changethereto, if the effect of such amendment, refinancing, extension or renewal or change is to increase the interest rate on, or fees or premiums payable with respectto, such Debt, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, make more restrictive any covenant or otheragreement of any Obligor or Subsidiary thereunder, change any event of default or condition to an event of default with respect thereto (other than to eliminateany such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change thesubordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of suchamendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer anyadditional rights on the holders of such Debt (or a trustee or other representative on their behalf) which would be adverse to any Obligor or to the SecuredParties, in each case as determined by the Administrative Agent in its sole discretion. 79Section 6.14. No Sale-Leaseback Transactions. The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, become or remainliable as lessee or as a guarantor or other surety with respect to any lease (including without limitation, a Lease), whether an operating lease or a capitalizedlease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that any Group Member has sold or transferred or is tosell or transfer to any other Person (other than any other Group Member) or (ii) that any Group Member intends to use for substantially the same purpose asany other property that has been or is to be sold or transferred by any Group Member to any Person (other than any Group Member) in connection with suchlease, in each case except for those lease transactions existing as of the Closing Date and set forth on Schedule 6.14.Section 6.15. Anti-Terrorism Laws. The Obligors will not, and will not permit any Subsidiary to, knowingly (i) conduct any business or engage in anytransaction or dealing with any Blocked Person, including making or receiving any contribution of funds, goods or services to or for the benefit of anyBlocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive OrderNo. 13224; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,any of the prohibitions set forth in the Executive Order No. 13224 or the USA Patriot Act. The Obligors shall deliver to the Administrative Agent anycertification or other evidence reasonably requested from time to time by the Administrative Agent in its sole discretion, confirming the Obligors’ and theirSubsidiaries’ compliance with this Section 6.15.Section 6.16. Total Outstanding ABL DIP Amount. The Obligors will not permit the Total Outstanding ABL DIP Amount to exceed $175,000,000.Section 6.17. [Reserved].Section 6.18. [Reserved].Section 6.19. [Reserved].Section 6.20. [Reserved].Section 6.21. [Reserved].Section 6.22. [Reserved].Section 6.23. Inventory at Bailees. The Administrative Borrower will not, and will not permit any of its Subsidiaries to, store any of its Inventory at anytime with a bailee, warehouseman, or similar party except to the extent the aggregate amount of such Inventory does not exceed $38,000,000 during the periodcommencing on May 1st through September 30 of each year and does not exceed $10,000,000 at any other time.Section 6.24. Maximum ABL Outstandings. The Borrowers will not permit the aggregate amount of (x) ABL DIP Credit Loans and LC Obligationsoutstanding under the ABL DIP Credit Documents, (y) loans, outstanding letters of credit and reimbursement obligations in respect of drawn letters of creditunder any replacement or refinancing of the ABL DIP Credit Documents, and (z) fees payable by the Group Members in connection with the foregoing, at anytime to exceed 107.5% of the amount, at such time, of the Stated Borrowing Base. 80Section 6.25. Proceeds of Term and Revolving Loan Priority Collateral. The Borrowers will not permit any Net Cash Proceeds of any Dispositions ofproperty of the Obligors constituting Term and Revolving Loan Priority Collateral (including without limitation from a Carson-Dellosa Drag-Along Sale) to failto be deposited, immediately upon receipt thereof by any Group Member, in the Term and Revolving Loan Priority Collateral Deposit Account. In the case ofany Disposition (or series of related Dispositions) of property of the Obligors that includes assets constituting Term and Revolving Loan Priority Collateral, forwhich the aggregate consideration received by the Obligors exceeds $50,000, the Obligors shall (x) no later than two Business Days prior to consummation ofsuch Disposition or of the first Disposition in such series, notify in writing each of the Agent and the ABL DIP Agent, and such notice shall specify (1) theproperty to be so Disposed of, and the portion of such property constituting Term and Revolving Loan Priority Collateral, (2) the aggregate consideration to bereceived by the Obligors in connection with such Disposition or Dispositions, (3) the amount of the Net Cash Proceeds to be received by the Obligors inconnection with such Disposition or Dispositions, and (4) the amount of the Net Cash Proceeds to be received by the Obligors in connection with suchDisposition or Dispositions that is to be deposited in the Term and Revolving Loan Priority Collateral Deposit Account, and (y) immediately upon receivingany Net Cash Proceeds in respect of such Disposition or Dispositions, notify in writing each of the Agent and the ABL DIP Agent, and such notice shallspecify (1) the amount of the Net Cash Proceeds so received by the Obligors, and (2) the amount of the Net Cash Proceeds so received by the Obligors that hasbeen deposited in the Term and Revolving Loan Priority Collateral Deposit Account.Section 6.26. Select Agendas Legal Opinion. The Borrowers will not permit the revenues of Select Agendas, Corp. (or any successor entity) to exceed$5,000,000 in any trailing twelve month period, prior to the date on which the Agent shall have received (x) the executed and favorable legal opinions of NovaScotia counsel (or other applicable local counsel, in the case of a successor entity) to Select Agendas, Corp. (or such successor entity), addressing suchmatters as the Administrative Agent may reasonably request, and (y) executed and, if applicable, notarized security documentation under the laws of Quebec,effective to grant and perfect a Lien in all property of Select Agendas, Corp. (or such successor entity) under the laws of Quebec in favor of the CollateralAgent to secure the Obligations, together with the executed and favorable legal opinions of Quebec counsel to Select Agendas, Corp. (or such successor entity),addressing such matters as the Administrative Agent may reasonably request.Section 6.27. Premier School Agendas Investments. Notwithstanding anything else to the contrary in this Agreement, the Borrowers will not permitPremier School Agendas, Ltd. or any other Non-Obligor to (x) make a Restricted Payment to any Obligor constituting (or giving such Obligor any right toreceive from Premier School Agendas, Ltd. or any other Non-Obligor) cash or Cash Equivalents, or (y) make any loan or advance to, or investment of cash orCash Equivalents in, any Obligor.Section 6.28. Chapter 11 Claims. The Borrowers will not, and will not permit any Borrower to, incur, create, assume, suffer to exist or permit anyother super priority claim or Lien on any Collateral which is pari passu with or senior to the Obligations (or the Liens securing the Obligations) hereunder,except in each case for the Carve Out, and Liens with respect to the ABL DIP Credit Priority Collateral.Section 6.29. Prohibited Use of Proceeds. Unless and to the extent provided in the DIP Order, the Borrowers will not, and will not permit any Borrower(a) to, use any cash or Cash Equivalents (including any proceeds of the Loans) to fund any objection, proceeding or other litigation (i) against theAdministrative Agent, the Lenders, the Prepetition Term Loan Agent or the Prepetition Term Loan Lenders, (ii) challenging the validity, perfection, priority,extent or enforceability of the Liens or security interests granted to the Administrative Agent, the Lenders, the Prepetition Term Loan Agent or the PrepetitionTerm Loan Lenders, or (iii) challenging, disputing or objecting to the claims of the Administrative Agent, the Lenders, the Prepetition Term Loan Agent or thePrepetition Term Loan Lenders or (b) to use the proceeds of any Loan to (i) repay or prepay any of the Debt under the Prepetition ABL Credit Documents or theABL DIP Credit Documents (including any interest, fees, costs andexpenses, tax or indemnification obligations) or (ii) any Taxes incurred upon or as a result of the Disposition of the ABL DIP Credit Priority Collateral. 81Section 6.30. Amendments to the DIP Order. The Borrowers will not, and will not permit any Borrower to, in each case itself or on its behalf, amend,supplement or otherwise modify the DIP Order without the written consent of the Administrative Agent, in its sole discretion.Section 6.31. Variance Test. Borrowers will not permit(a) (i) the aggregate amount of the actual receipts of the type set forth in the line item “Collections” on the accepted thirteen-week cash flow forecast underthe Approved Budget during any first fiscal week of any fiscal month of the Administrative Borrower (the first such fiscal week ending on February 2,2013) (each, a “Single Test Week”) to be less than 75% of the budgeted amount, or (ii) the average amount of such actual receipts in any rolling twofiscal week period of any fiscal month of the Administrative Borrower (for the avoidance of doubt, such rolling two fiscal week period ends on the endof the second, third, fourth and (if applicable) fifth fiscal week of each fiscal month) (each, a “Rolling Two Week Test Period”) to be less than 80% ofthe average budgeted amounts for such period, in each case of (i) and (ii), set forth in the line item “Collections” on the accepted thirteen-week cash flowforecast under the Approved Budget;(b) the average amount of the actual disbursements of the type set forth in the line item “Payroll” on the accepted thirteen-week cash flow forecast underthe Approved Budget in any Rolling Two Week Test Period to exceed 110% of the average of the budgeted amounts for such period set forth in the lineitem “Payroll” on the accepted thirteen-week cash flow forecast under the Approved Budget;(c) (i) the aggregate amount of the actual disbursements of the type set forth in any of the line items “Debtor Professional Fees”, “Professional Fees forUnsecured Creditors”, “AP Disbursement” and “Total Disbursements” on the accepted thirteen-week cash flow forecast under the Approved Budget inany Single Test Week to exceed 115% of the budgeted amount, or (ii) the average amount of each type of such disbursements in any Rolling Two WeekTest Period to exceed 110% of the average of the budgeted amounts for such period, in each case of (i) and (ii), set forth in the corresponding line item“Debtor Professional Fees”, “Professional Fees for Unsecured Creditors”, “AP Disbursement” and “Total Disbursements” on the accepted thirteen-weekcash flow forecast under the Approved Budget;(d) (i) the sum of the aggregate amounts of the actual disbursements of the types set forth in line items “Debtor Professional Fees”, “Professional Fees forUnsecured Creditors” and “Restructuring/Other Profess. Fees” on the accepted thirteen-week cash flow forecast under the Approved Budget (the“Professional Fees Line Items”) in any Single Test Week to exceed 115% of sum of the budgeted amounts, or (ii) the average amount of the sum of suchtypes of disbursements in any Rolling Two Week Test Period to exceed 110% of the average of the sum of the budgeted amounts for such period, in eachcase of (i) and (ii), set forth in the Professional Fees Line Items on the accepted thirteen-week cash flow forecast under the Approved Budget, or(e) (i) the aggregate amount of the actual net cash flows of the type set forth in any of the line items “Net Cash Flows” on the accepted thirteen-week cashflow forecast under the Approved Budget during any Single Test Week to be (x) less than 85% of the budgeted amount if such budgeted amount ispositive or (y) more than 115% of the budgeted amount if such budgeted amount is negative, or (ii) the average amount of such type of net cash flows inany Rolling Two Week Test Period to be (x) less than 85% of the average of the budgeted amounts for such period if such average is positive or (y) morethan 115% of the average of the budgeted amounts if such average is negative, in each case of (i) and (ii), set forth in the corresponding line item “NetCash Flows” on the accepted thirteen-week cash flow forecast under the Approved Budget. 82Notwithstanding the variance tests set forth in Section 6.31(c) and (e) of this Agreement and solely with respect to the variance tests set forth therein, (i) thefiscal week ending February 2, 2013 (“Week 1”) and the fiscal week ending February 9, 2013 (“Week 2”) in the Approved Budget will be combined andtreated as a Single Test Week and (ii) such tests with respect to any Rolling Two Week Test Period shall not apply until the end of the rolling three fiscal weekperiod ending February 16, 2013 (and for the avoidance of doubt, will include the combined Week 1 and Week 2 referenced in (i) together with the fiscal weekending February 16, 2013 on a cumulative basis).ARTICLE VIIEVENTS OF DEFAULT; RIGHTS AND REMEDIESSection 7.1. Events of Default. “Event of Default”, wherever used herein, means any one of the following events or circumstances:(a) Failure to pay any principal of any Loan or Note, in each case when the same becomes due and payable (whether at stated maturity or due date, ondemand, upon acceleration or otherwise); or(b) Failure to pay any interest on any Loan or Note or other Obligation, or any fees, costs, expenses, indemnities, reimbursements or other amountsrequired to be paid by any Obligor under this Agreement or any other Loan Document, in each case when the same becomes due and payable (whether atstated maturity or due date, on demand, upon acceleration or otherwise); or(c) (i) Any Group Member shall default in the performance of, or breach, any covenant or other agreement on the part of, or applicable to, such GroupMember contained in this Agreement or any other Loan Document (other than a covenant or agreement a default in whose performance or whose breach iselsewhere in this Section 7.1 specifically dealt with), and, solely in the case of a default in the performance of the provisions in Sections 5.2, 5.3, 5.4,5.5, 5.11(b), 5.14, such default and all consequences thereof have not been cured within five (5) days; or (ii) any Default or default or Event ofDefault or event of default shall occur under any ABL DIP Credit Documents; or(d) Except pursuant to a valid, binding and enforceable termination or release permitted under the Loan Documents and executed by the AdministrativeAgent or as otherwise expressly permitted under any Loan Document, (i) any provision of any Loan Document shall, at any time after the delivery ofsuch Loan Document, fail to be valid and binding on, or enforceable against, any Obligor party thereto, (ii) any Loan Document purporting to grant aLien to secure any Obligation shall, upon or at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on anyCollateral or such Lien shall fail or cease to be a perfected Lien with the priority required in the relevant Loan Document, (iii) any subordinationprovision pertaining to Subordinated Debt shall, in whole or in part, terminate or otherwise fail or cease to be valid and binding on, or enforceableagainst, any holder of Subordinated Debt or any trustee or representative thereof, or (iv) any Group Member, or any Affiliate thereof, shall assert thatany of the events described in clause (i), (ii) or (iii) above shall have occurred or exist, or shall contest the validity or enforceability of any LoanDocument, or of any such Lien or subordination provision; or the perfection or priority of any such Lien; or 83(e) [Reserved]; or(f) Any representation, warranty or certification made, or deemed made, by or on behalf of any Group Member (or any of the officers of any such entity)in this Agreement or any other any Loan Document (including pursuant to any request for Loans), or in any other certificate, instrument, or statementcontemplated by or made or delivered pursuant to or in connection with any Loan Document, shall prove to have been untrue or incorrect in any materialrespect (of if such representation is subject to materiality exceptions, in any respect) when made or deemed made; or(g) After the Petition Date, one or more judgments, orders, decrees, writs, or warrants of attachment or execution (or other similar process) shall berendered against any Group Member or issued or levied against a substantial part of the property of any Group Member (i) (A) in the case of moneyjudgments, orders and decrees, involving an aggregate amount (excluding amounts adequately covered by insurance payable to any Group Member, tothe extent the relevant insurer has confirmed in writing coverage and liability therefor) in excess of $200,000 for all Group Members in the aggregate, or(B) otherwise, that would have, in the aggregate, a Material Adverse Effect and (ii) (A) enforcement proceedings shall have been commenced by anycreditor upon any such judgment, order, decree, writ, warrant or similar process or (B) such judgment, order, decree, writ, warrant or similar processshall not have been vacated or discharged for a period of 20 consecutive days and there shall not be in effect (by reason of a pending appeal or otherwise)any stay of enforcement thereof; or(h) Any Group Member is convicted of, or admits in writing its culpability for, a violation of (i) any criminal statute (or non-statutory Applicable Lawrelating to criminal offenses) in any jurisdiction constituting a felony offense or, whether or not a felony offense, an act of fraud, money laundering,larceny or similar offense or (ii) any statute or other Applicable Law, if forfeiture of, or the imposition of a Lien or other claim by any Person (other thanthe Collateral Agent) on or in respect of, any Collateral is a possible remedy or penalty that may lawfully be sought for such violation; or(i) After the Petition Date, any Group Member (i) fails to make any payment when due (whether by scheduled maturity, required prepayment,acceleration, demand, or otherwise) in respect of any Debt incurred or arising after the Petition Date (other than the Obligations) having an aggregateprincipal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicatedcredit arrangement) of more than $200,000, or in respect of any other material contractual obligation or agreement of such Group Member incurred orarising after the Petition Date (including any Material Contract), and such failure continues after the applicable grace or notice period, if any, specified inthe document relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenant incurred or arising after thePetition Date under any agreement or instrument relating to any such Debt, contractual obligation or other agreement, or any other event shall occur orcondition exist under any agreement or instrument relating to any such Debt, contractual obligation or other agreement, that is a default or event ofdefault thereunder or gives rise to a right of any other Person to terminate any such agreement or accelerate any such Debt; or (iii) permits to occur orexist after the Petition Date any default or early termination event with respect to any Hedge Agreement to which any Group Member is a party underwhich the aggregate liability of the Group Members is more than $200,000, other than (x) any default arising prior to the Petition Date, (y) due to thefiling, commencement and continuation of the Chapter 11 Cases and any litigation resulting therefrom), or (z) due to restrictions on payments arisingthereby; or 84(j) Any occurrence of one or more ERISA Events that, either individually or in the aggregate, (a) have had or could reasonably be expected to result in aLiability in excess of $50,000 or (b) result in a Lien on any of the assets of any Group Member; or(k) Any Group Member incurring or becoming liable for, or (except to the extent disclosed on Schedule 4.12) being liable for or suffering to exist, anyEnvironmental Liability (i) that, individually or in the aggregate together with all other such Environmental Liabilities of the Group Members taken as awhole, could reasonably be expected to have a Material Adverse Effect or result in a material diminution of the value of the Collateral, or (ii) in anaggregate amount, collectively for all such Environmental Liabilities, in excess of $50,000; or(l) Except to the extent permitted by Section 6.5 or Section 6.7, any Group Member shall liquidate, dissolve, terminate or suspend its businessoperations or any substantial part thereof or otherwise fail to operate its business in the ordinary course (except for the filing, commencement andcontinuation of the Chapter 11 Cases and events that customarily result from the filing, commencement and continuation of the Chapter 11 Cases), orshall sell all or a material part of its assets, or a material part of its property or business is taken, lost or impaired through condemnation or otherwise,the loss of which could reasonably be expected to have a Material Adverse Effect, or the management of any Group Member or is displaced of itsauthority in the conduct of its business or such business is curtailed or materially impaired, whether by action of any Governmental Authority orotherwise; or(m) A Change of Control shall occur; or(n) A Material Adverse Effect shall occur; or(o) There shall occur one or more casualty or condemnation losses (excluding amounts adequately covered by insurance payable to any Group Member,to the extent the relevant insurer has confirmed in writing coverage and liability therefor) in an aggregate amount in excess of $200,000 in connection withthe properties of the Group Members; or(p) Any scheduled or non-scheduled payment, redemption, retirement, or other satisfaction of or with respect to any principal, interest or other amountpayable on or with respect to any Subordinated Debt shall occur; or(q) [Reserved]; or(r) A Cash Dominion Event shall occur; or(s) There shall have occurred any of the following in any Chapter 11 Case:(i) the bringing of a motion, taking of any action or the filing of any plan of reorganization or disclosure statement attendant thereto, in each case,by any Obligor in any Chapter 11 Case, or the entry of any order by the Bankruptcy Court in any Chapter 11 Case: (w) to obtain additional financingunder Section 364(c) or (d) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement or that does not provide for the repayment of allObligations under this Agreement in full in cash; (x) to grant any Lien other than Liens expressly permitted under this Agreement upon or affecting anyCollateral; (y) except as provided in the Interim or Final Order, as the case may be, to use cash collateral of Agent under Section 363(c) of theBankruptcy Code without the prior written consent of the Agent and the Required Lenders; or (z) that (in the case of any Obligor) requests or seeksauthority for or that (in the case of an order entered by the Bankruptcy Court on account of a request by any Obligor) approves or provides authority totake any other action or actions adverse to the Agent and the Lenders or their rights and remedies hereunder or their interest in the Collateral; 85(ii) the filing of any plan of reorganization or disclosure statement attendant thereto, or any direct or indirect amendment to such plan or disclosurestatement, by any Obligor which does not provide for the repayment of all Obligations under this Agreement in full in cash on the “Effective Date” ofsuch plan and to which the Agent and the Required Lenders do not consent or otherwise agree to the treatment of their claims or the termination of anyObligor’s exclusive right to file and solicit acceptances of a plan of reorganization;(iii) the entry of an order in any of the Chapter 11 Cases confirming a plan or plans of reorganization that does not (a) contain a provision forrepayment in full in cash of all of the Obligations under this Agreement on or before the effective date of such plan or plans and (b) provide for thecontinuation of the Liens and security interests granted to the Collateral Agent for the benefit of the Lenders and priority until the Obligations have beenpaid in full;(iv) the entry of an order amending, supplementing, staying, vacating or otherwise modifying any Loan Document or the Interim Order or theFinal Order in any case without the prior written consent of Agent and the Required Lenders;(v) the Final Order is not entered within thirty (30) days (or such other period as Agent and Required Lenders may agree to in writing) following theentry of the Interim Order;(vi) the payment of, or application by any Obligor for authority to pay, any pre-petition claim without the Agent’s and Required Lenders’ priorwritten consent other than as provided in any “first day order” in form and substance acceptable to Required Lenders and as set forth in the ApprovedBudget or unless otherwise permitted under this Agreement;(vii) the entry of an order by the Bankruptcy Court appointing, or the filing of an application by any Obligor, for an order seeking theappointment of, in either case with the consent of the Required Lenders, an interim or permanent trustee in any Chapter 11 Case or the appointment of areceiver or an examiner under section 1104 of the Bankruptcy Code in any Chapter 11 Case with expanded powers (beyond those set forth in sections1106(a)(3) and 1106(a)(4) of the Bankruptcy Code) to operate or manage the financial affairs, the business, or reorganization of the Borrowers or withthe power to conduct an investigation of (or compel discovery from) Agent or Lenders or against Prepetition Term Loan Agent or Prepetition Term LoanLenders under the Prepetition Term Loan Documents; or the sale without the Agent’s and Required Lenders’ consent, of all or substantially all of aBorrower’s assets either through a sale under section 363 of the Bankruptcy Code, through a confirmed plan of reorganization in the Chapter 11 Cases,or otherwise that does not provide for payment in full in cash of the Obligations;(viii) the dismissal of any Chapter 11 Case which does not contain a provision for payment in full in cash of all noncontingent monetaryObligations of the Borrowers hereunder, or if any Obligor shall file a motion or other pleading seeking the dismissal of any Chapter 11 Case which doesnot contain a provision for payment in full in cash of all noncontingent monetary Obligations of the Borrowers hereunder; 86(ix) the conversion of any Chapter 11 Case from one under chapter 11 to one under chapter 7 of the Bankruptcy Code or any Obligor shall file amotion or other pleading seeking the conversion of any Chapter 11 Case under section 1112 of the Bankruptcy Code or otherwise;(x) the entry of an order by the Bankruptcy Court granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code(x) to allow any creditor to execute upon or enforce a Lien on any Collateral, or (y) with respect to any Lien of or the granting of any Lien on anyCollateral to any state or local environmental or regulatory agency or authority;(xi) the entry of an order in any Chapter 11 Case avoiding or requiring repayment of any portion of the payments made on account of theObligations owing under this Agreement or the other Loan Documents;(xii) the failure of any Obligor to perform any of its obligations under the Interim Order or the Final Order or any violation of any of the terms ofthe Interim Order or the Final Order;(xiii) the challenge by any Obligor to the validity, extent, perfection or priority of any liens granted under the Prepetition Term Loan Documents;(xiv) the remittance, use or application of the proceeds of Collateral other than in accordance with cash management procedures and agreementsacceptable to Agent;(xv) the use of cash collateral of the Prepetition Agents and Prepetition Debt Holders for any purpose other than to pay expenditures set forth in theApproved Budget;(xvi) the entry of an order in any of the Chapter 11 Cases granting any other super priority administrative claim or Lien equal or superior to thatgranted to Agent, on behalf of itself and Lenders without the consent in writing of Agent and Required Lenders other than Liens with respect to the ABLDIP Credit Priority Collateral;(xvii) the filing of a motion by any Obligor requesting, or the entry of any order granting, any super-priority claim which is senior or pari passuwith the Lenders’ claims or with the claims of the Prepetition Debt Holders under the Prepetition Debt Documents;(xviii) the entry of an order precluding the Agent or Prepetition Term Loan Agent to have the right to or be permitted to “credit bid”;(xix) the obtaining of additional financing or the granting of Liens not expressly permitted hereunder;(xx) the use of cash collateral without the prior written consent of the Agent and Required Lenders;(xxi) any attempt by an Obligor to reduce, set off or subordinate the Obligations or the Liens securing such Obligations to any other Debt;(xxii) the reversal, vacation or stay of the effectiveness of either the Interim Order or the Final Order; 87(xxiii) the payment of or granting adequate protection (except for Adequate Protection Payments) with respect to any Prepetition Indebtedness (otherthan with respect to payment permitted under any “first day order” in form and substance satisfactory to the Lenders or as set forth in the Interim Orderor the Final Order);(xxiv) an application for any of the orders described in this Section 7.1(s) including, without limitation, clauses (i), (iii), (iv), (viii), (ix), (x),(xi) (xvi) or (xviii) shall be made by a Person other than the Agent or the Lenders and such application is not contested by the Borrowers in good faithand the relief requested is granted in an order that is not stayed pending appeal;(xxv) the cessation of Liens or super-priority claims granted with respect to this Agreement to be valid, perfected and enforceable in all respects; or(xxvi) the Bankruptcy Court shall cease to have exclusive jurisdiction with respect to all matters relating to the exercise of rights and remediesunder the Loan Documents, the DIP Order, DIP Liens and the Collateral;(xxvii) the challenge by any Obligor to the validity, extent and enforceability of the “Early Payment Fee” that became payable under and as definedin the Prepetition Term Loan Agreement; or(t) A representative of Alvarez & Marsal ceases to serve as chief restructuring officer and the Administrative Borrower fails to appoint a replacementreasonably acceptable to the Lenders within seven days following such cessation of service.Section 7.2. Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default (unless waived in writing by the RequiredLenders), the Administrative Agent may upon five (5) days’ written notice to the Administrative Borrower (and, upon written request of the Required Lenders,the Administrative Agent shall) exercise any or all of the following rights and remedies:(a) declare all or any portion of the Commitments, if then in effect, to be terminated, whereupon the same shall forthwith terminate;(b) declare all or any portion of the unpaid principal amount of the Loans, all interest accrued and unpaid thereon, and all other Obligations to beforthwith immediately due and payable or otherwise accelerated, whereupon the Loans, all such accrued interest and all such other Obligations shallbecome and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waivedby each Obligor;(c) apply any and all monies owing by any Secured Party to any Group Member to the payment of the Loans, including interest accrued thereon, or topayment of any or all other Obligations then owing by the Obligors;(d) exercise and enforce the rights and remedies available to the Agent, the Lenders or any other Secured Party under any Loan Document and underApplicable Law, including all rights and remedies with respect to the Collateral under the Loan Documents and under Applicable Law; and 88(e) exercise any other rights and remedies available to the Agent (including, without limitation, hereunder and under any other Loan Documents), theLenders or any other Secured Party under Applicable Law, any Loan Document or otherwise.Such rights and remedies include the rights (subject to the provisions of the Intercreditor Agreement, where applicable) to (i) take possession of any Collateral;(ii) require the Obligors to assemble Collateral, at the Obligors’ expense, and make it available to the Collateral Agent at a place designated by the CollateralAgent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by anObligor, such Obligor agrees not to charge for such storage); and (iv) Dispose of any Collateral in its then condition, or after any further manufacturing orprocessing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, and at such locations, all as theCollateral Agent, in its discretion, deems advisable. Each Obligor agrees that 10 days’ notice of any proposed Disposition of Collateral by the Collateral Agentshall be reasonable. The Collateral Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may beadjourned from time to time in accordance with Applicable Law. The Collateral Agent shall have the right to Dispose of any Collateral for cash, credit or anycombination thereof, and the Collateral Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of thepurchase price, may “credit bid” or otherwise set off the amount of such price against the Obligations.Each Obligor hereby agrees that: (a) so long as the Agent complies with its obligations, if any, under the Code, the Agent, the Lenders, and the other SecuredParties shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising inany manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwardingagency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by the Obligors.At any time during an Event of Default, the Agent, the Lenders, the other Secured Parties and any of their Affiliates are authorized, to the fullest extentpermitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at anytime held and other obligations (in whatever currency) at any time owing by the Agent, such Lender, such other Secured Party or such Affiliate to or for thecredit or the account of an Obligor against any Obligations, irrespective of whether or not the Agent, such Lender, such other Secured Party or such Affiliateshall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owedto a branch or office of the Agent, such Lender, such other Secured Party or such Affiliate different from the branch or office holding such deposit or obligatedon such obligation. The rights of the Agent, each Lender, each such other Secured Party and each such Affiliate under this Section are in addition to otherrights and remedies (including other rights of setoff) that such Person may have.ARTICLE VIIIAGREEMENT AMONG LENDERS AND AGENTSection 8.1. Authorization; Powers. Each Lender irrevocably appoints and authorizes the Administrative Agent to act as administrative agent, and theCollateral Agent to act as collateral agent, for and on behalf of such Lender to the extent provided herein, in any Loan Documents (including by way of actingas “Secured Party” under any Loan Document relating to Collateral) or in any other document or instrument delivered hereunder or in connection herewith, andto take such other actions as may be reasonably incidental thereto. The Administrative Agent agrees to act as administrative agent for each Lender, and theCollateral Agent agrees to act as collateral agent for each Lender, upon the express conditions contained in this Article VIII, but in no event shall the Agentconstitute a fiduciary of any 89Lender, nor shall the Agent have any fiduciary responsibilities in respect of any Lender. In furtherance of the foregoing, and not in limitation thereof, eachLender irrevocably (a) authorizes the Agent to execute and deliver and perform those obligations under each of the Loan Documents to which the Agent is aparty as are specifically delegated to the Agent, and to exercise all rights, powers and remedies as may be specifically delegated hereunder or thereunder,together with such additional powers as may be reasonably incidental thereto, (b) appoints the Agent as nominal beneficiary or nominal secured party, as thecase may be, under the Loan Documents and all related UCC financing statements (to the extent of the collateral security granted with respect to theObligations), and (c) authorizes the Agent to act as agent of and for such Lender for purposes of holding, perfecting and Disposing of Collateral under theLoan Documents. As to any matters not expressly provided for by the Loan Documents, the Agent shall not be required to exercise any discretion or take anyaction, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of theRequired Lenders or, if so required pursuant to Section 10.2, upon the instructions of all Lenders; provided, however, that except for action expressly requiredof the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction bythe Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, and the Agentshall not in any event be required to take any action which is contrary to the Loan Documents or Applicable Law.(a) The Lenders hereby irrevocably authorize Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment andsatisfaction in full by Borrowers of all of the Obligations, (ii) constituting property being Disposed of if a release is required or desirable in connectiontherewith and if Administrative Borrower certifies to Agent that the Disposition is permitted under Section 6.5 (and Agent may rely conclusively on anysuch certificate, without further inquiry), (iii) constituting property in which School Specialty or its Subsidiaries owned no interest at the time Agent’sLien was granted nor at any time thereafter, or (iv) constituting property leased to School Specialty or its Subsidiaries under a lease that has expired or isterminated in a transaction permitted under this Agreement. The Obligors and the Lenders hereby irrevocably authorize Agent, based upon theinstruction of the Required Lenders, to (a) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or anyportion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the BankruptcyCode, (b) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any Disposition thereofconducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly orthrough one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Agent (whether by judicialaction or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders shallbe entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for suchpurpose if the fixing or liquidation thereof would not unduly delay the ability of Agent to credit bid or purchase at such Disposition of the Collateral and,if such claims cannot be estimated without unduly delaying the ability of Agent to credit bid, then such claims shall be disregarded, not credit bid, andnot entitled to any interest in the asset or assets purchased by means of such credit bid) and the Lenders whose Obligations are credit bid shall beentitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so creditbid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase), and(ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by suchacquisition vehicle or vehicles and in connection therewith Agent may reduce the Obligations owed to the Lenders (ratably based upon the proportion oftheir 90Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except asprovided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is ofall or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Administrative Borrower atany time, the Lenders will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to thisSection 8.1(b); provided, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’sopinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse,representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than thoseexpressly being released) upon (or obligations of any Obligor in respect of) all interests retained by any Loan Party, including, the proceeds of anyDisposition, all of which shall continue to constitute part of the Collateral. The Lenders further hereby irrevocably authorize Agent, at its option and inits sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property ifsuch Permitted Lien secures Permitted PMM/Capital Lease Debt.(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by School Specialty or itsSubsidiaries or is cared for, protected, or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created,perfected, protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicable inrespect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve isappropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of therights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of theCollateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deemappropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other dutyor liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.Section 8.2. Application of Proceeds. The Agent, after deduction of any costs of collection, as provided in Section 8.5, shall remit to each Lender (to theextent a Lender is to share therein and subject to the provisions of Section 2.10(f)) that Lender’s pro rata share of all payments of principal, interest, premiumsand fees payable hereunder in accordance with such Lender’s appropriate Percentage. Each Lender’s interest under the Loan Documents shall be payable solelyfrom payments, collections and proceeds actually received by the Agent under the Loan Documents; and the Agent’s only liability to a Lender with respect toany such payments, collections and proceeds shall be to account for such Lender’s Percentage of such payments, collections and proceeds in accordance withthis Agreement. If the Agent is required for any reason to refund any such payments, collections or proceeds, each Lender will refund to the Agent, upondemand, its Percentage of such payments, collections or proceeds, together with its Percentage, or share, as applicable, of interest or penalties, if any, payableby the Agent in connection with such refund. If any Lender has wrongfully refused to fund its Percentage of any Loans, or if the outstanding principal balanceof the Loans made by any Lender is for any other reason less than its respective Percentage of the aggregate principal balance of all Loans, the Agent may remitpayments received by it to the other Lenders until such payments have reduced the aggregate amounts owed by the Borrowers to the extent that the aggregateamount of the Loans owing to such Lender hereunder are equal to its Percentage of the aggregate amounts of the Loans owing to all of the Lenders hereunder.The foregoing provision is intended only to set forth certain rules for the application of payments, proceeds and collections in the event that a Lender hasbreached its obligations hereunder and shall not be deemed to excuse any Lender from such obligations. 91Section 8.3. Exculpation. The Agent shall not be liable for any action taken or omitted to be taken by the Agent in connection with the Loan Documents,except for its own gross negligence, fraud or willful misconduct. The Agent shall be entitled to rely upon advice of counsel concerning legal matters, the adviceof independent public accountants with respect to accounting matters and advice of other experts as to any other matters and upon any Loan Document andany schedule, certificate, statement, report, notice or other writing which it reasonably believes to be genuine or to have been presented by a proper Person.Neither the Agent nor any of its Affiliates or any of its or their respective directors, officers, employees or agents shall be responsible or in any way liable withrespect to or for (a) any recitals, representations or warranties contained in, or for the execution, legality, validity, genuineness, sufficiency, effectiveness orenforceability of any Loan Document, or any other instrument or document delivered hereunder or in connection herewith, (b) the validity, genuineness,perfection, priority, effectiveness, enforceability, existence, value or enforcement of any Collateral, or (c) except for its own gross negligence, fraud or willfulmisconduct, any action taken or omitted by it. The designation of Bayside (or any successor thereto as Agent) as Agent hereunder shall in no way impair oraffect any of the rights and powers of, or impose any duties or obligations upon, Bayside (or such successor thereto) in its individual capacity as Lenderhereunder.Section 8.4. Use of the term “Agent”. The term “Agent” is used herein in reference to the Agent merely as a matter of custom. It is intended to reflect onlyan administrative relationship between the Agent and the Lenders, in each case as independent contracting parties. However, the obligations of the Agent shallbe limited to those expressly set forth herein and in no event shall the use of such term create or imply any fiduciary relationship or any other obligation arisingunder the general law of agency.Section 8.5. Reimbursement for Costs and Expenses. All payments, collections and proceeds received or effected by the Agent may be applied first topay or reimburse the Agent for all reasonable costs and expenses at any time incurred by or imposed upon the Agent in connection with this Agreement or anyother Loan Document (including but not limited to all reasonable attorney’s fees), foreclosure or liquidation expenses and advances made to protect the securityof any collateral (to the extent of the collateral security is granted with respect to the Obligations). If the Agent does not receive payments, collections or proceedssufficient to cover any such costs and expenses within five (5) days after their incurrence or imposition, each Lender shall, upon demand, remit to the Agentsuch Lender’s Percentage of the difference between (i) such costs and expenses and (ii) such payments, collections and proceeds, together with interest on suchamount for each day following the thirtieth day after demand therefor until so remitted at a rate equal to the Federal Funds Rate for each such day.Section 8.6. Payments Received Directly by Lenders. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, byapplication of offset or otherwise) on account of any Loan or on account of any interest, premium or fees under this Agreement (other than throughdistributions made in accordance with Section 8.2 hereof) in excess of such Lender’s applicable Percentage with respect to the Loan, such Lender shallpromptly give notice of such fact to the Agent and shall promptly remit to the Agent such amount as shall be necessary to cause the remitting Lender to sharesuch excess payment or other recovery ratably with each of the Lenders in accordance with their respective applicable Percentages, together with interest foreach day on such amount until so remitted at a rate equal to the Federal Funds Rate for each such day; provided, however, that if all or any portion of theexcess payment or other recovery is thereafter recovered from such remitting Lender or holder, the remittance shall be restored to the extent of such recovery. 92Section 8.7. Indemnification. Each Lender severally, but not jointly, hereby agrees to indemnify and hold harmless the Agent, as well as the Agent’sagents, employees; officers and directors, ratably according to their respective Percentages from and against any and all losses, liabilities (including liabilitiesfor penalties), actions, suits, judgment, demands, damages, costs, disbursements, or expenses (including attorneys’ fees and expenses, and costs of in-housecounsel) of any kind or nature whatsoever, which are imposed on, incurred by, or asserted against the Agent or its agents, employees, officers or directors inany way relating to or arising out of the Loan Documents, or as a result of any action taken or omitted to be taken by the Agent; provided, however, that noLender shall be liable for any portion of any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costsdisbursements, or expenses resulting from the gross negligence, fraud or willful misconduct of the Agent.Section 8.8. Agent and Affiliates. Bayside (and any successor thereto as Agent) shall have the same rights and powers in its capacity as a Lenderhereunder as any other Lender and may exercise or refrain from exercising the same as though it were not the Agent, and Bayside (or such successor) and itsaffiliates may accept deposits from and generally engage in any kind of business with the Group Members or their Affiliates as fully as if Bayside (or suchsuccessor) were not the Agent hereunder.Section 8.9. Credit Investigation. Each Lender acknowledges that it has made such inquiries and taken such care on its own behalf as would have beenthe case had its Loans made directly by such Lender to the Borrowers without the intervention of the Agent or any other Lender. Each Lender agrees andacknowledges that the Agent and each other Lender makes no representations or warranties about the creditworthiness of the Obligors or any other party to thisAgreement or with respect to or for (a) any recitals, representations or warranties contained in, or for the execution, legality, validity, genuineness, sufficiency,effectiveness or enforceability of any Loan Document, or any other instrument or document delivered hereunder or in connection herewith, (b) the validity,genuineness, perfection, priority, effectiveness, enforceability, existence, value or enforcement of any Collateral.Section 8.10. Defaults. The Agent shall have no duty to inquire into any performance or failure to perform by the Group Members and shall not bedeemed to have knowledge of the occurrence of a Default or an Event of Default (other than under Sections 7.1(a) or 7.1(b)) hereof unless the Agent hasreceived notice from a Lender or a Borrower specifying the occurrence of such Default or Event of Default. In the event that the Agent receives such a notice ofthe occurrence of a Default or an Event of Default, the Agent shall give prompt notice thereof to the Lenders. In the event of any Default, the Agent shall (subjectto Section 8.7 hereof) (a) in the case of a Default that constitutes an Event of Default, not take any of the actions referred to in Section 7.2(b) hereof unless sodirected by the Required Lenders, and (b) in the case of any Default or Event of Default, take such actions with respect to such Default as shall be directed bythe Required Lenders; provided that, unless and until the Agent shall have received such directions, the Agent may take any action, or refrain from taking anyaction, with respect to such Default or Event of Default as it shall deem advisable in the best interest of the Lenders.Section 8.11. Obligations Several. The obligations of each Lender hereunder are the several obligations of such Lender, and neither any Lender nor theAgent shall be responsible for the obligations of any other Lender hereunder, nor will the failure by the Agent or any Lender to perform any of its obligationshereunder relieve the Agent or any other Lender from the performance of its respective obligations hereunder. Nothing contained in this Agreement, and noaction taken by any Lender or the Agent pursuant hereto or in connection herewith or pursuant to or in connection with the Loan Documents shall be deemed toconstitute the Lenders, together or with or without the Agent, as a partnership, association, joint venture, or other entity. 93Section 8.12. Sale or Assignment; Addition of Lenders. Except as permitted under the terms and conditions of this Section 8.12, no Lender may sell,assign or transfer its rights or obligations under this Agreement or such Lender’s Notes or Loans or Commitment.(i) Subject to the conditions set forth in paragraph (a)(ii) below, any Lender may at any time upon at least five Business Day’s advance notice tothe Administrative Agent and the Administrative Borrower assign to one or more assignees that (x) is a domestic or foreign bank (having a branch officein the United States), an insurance company, a hedge fund or analogous investment fund, an Approved Fund or any other financial institution(provided that such proposed assignee, if other than a fund, has capital and surplus, or in the case of a fund (other than an Approved Fund), has,together with all other funds under common management, investment assets, as applicable, in excess of $250 million), and (y) is not an Obligor or aGroup Member or an Affiliate of any of the foregoing or a natural person or a competitor of any Group Member whose primary business competes in thesame business segment and in the same geographic area as the Group Members (any such bank, insurance company, fund or Approved Fund meetingthe foregoing requirements, an “Applicant”) on any date (the “Adjustment Date”) selected by such Lender, all or a portion of such Lender’s rights andobligations under this Agreement (including all or a portion of its Commitment, the Revolving Notes and Revolving Loans at the time owing to it) withthe prior written consent of:(A) the Administrative Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the AdministrativeBorrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Default or Event of Default hasoccurred and is continuing, any other assignee; and(B) the Administrative Agent (which consent of the Administrative Agent may be withheld or given in the Administrative Agent’s solediscretion); provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Note or Loan to aLender, an Affiliate of a Lender or an Approved Fund.(ii) Assignments shall be subject to the following additional conditions:(A) except in the case of any assignment made in connection with an assignment of the entire remaining amount of the assigning Lender’sCommitment and Notes and Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an ApprovedFund with respect to a Lender, the aggregate amount of the Commitment or, if the applicable Commitment is not then in effect, the principaloutstanding balance of the Revolving Loans of the assigning Lender subject to each such assignment (determined as of the date the AssignmentCertificate with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment Certificate,as of the Trade Date) shall not be less than $1.0 million, unless each of the Administrative Agent and, so long as no Default has occurred and iscontinuing, Administrative Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligationsunder this Agreement with respect to the Revolving Loans or the Revolving Commitment, as applicable, assigned; 94(C) the Administrative Agent, the assigning Lender and such Applicant shall, on or before the Adjustment Date, execute and deliver to theAdministrative Agent an Assignment Certificate in substantially the form of Exhibit G (an “Assignment Certificate”);(D) if requested by the Administrative Agent, each Borrower will execute and deliver to the Administrative Agent, for delivery by theAdministrative Agent in accordance with the terms of the Assignment Certificate, (i) a new Revolving Note or Term Note, as applicable, payableto the order of the Applicant in the amount corresponding to the applicable Revolving Loan acquired by such Applicant and (ii) a new RevolvingNote or Term Note payable to the order of the assigning Lender in the amount corresponding to the retained Revolving Loan. Such new TermNotes or Revolving Notes shall be in an aggregate principal amount equal to the principal amount of the Term Notes or Revolving Notes to bereplaced by such new Term Notes or Revolving Notes, shall be dated the effective date of such assignment and shall otherwise be in the form ofthe Term Note or Revolving Note to be replaced thereby. Such new Term Notes or Revolving Notes shall be issued in substitution for, but not insatisfaction or payment of, the Term Note or Revolving Note being replaced thereby and such new Term Notes or Revolving Notes shall be treatedas a Term Note or Revolving Note) for all purposes of this Agreement; and(E) the assigning Lender shall pay to the Administrative Agent an administrative fee of $3,500.(iii) Any assignment or purported assignment to any Person that is not an Eligible Assignee shall be null and void. Upon the execution anddelivery of such Assignment Certificate and such new Term Notes or Revolving Notes, and effective as of the effective date thereof (A) this Agreementshall be deemed to be amended to the extent, and only to the extent, necessary to reflect the addition of such additional Lender and the resultingadjustment of the Percentages arising therefrom, (B) the assigning Lender shall be relieved of all obligations hereunder to the extent of the reduction of theassigning Lender’s Percentage, and (C) the Applicant shall become a party hereto and shall be entitled to all rights, benefits and privileges accorded to aLender herein and in each other Loan Document or other document or instrument executed pursuant hereto and subject to all obligations of a Lenderhereunder, including, without limitation, the right to approve or disapprove actions which, in accordance with the terms hereof, require the approval ofthe Required Lenders or all Lenders. In order to facilitate the addition of additional Lenders hereto, the Administrative Borrower (subject to its approvalrights hereunder, if any) and the Lenders shall cooperate fully with the Administrative Agent in connection therewith and shall provide all reasonableassistance requested by the Administrative Agent relating thereto, including, without limitation, the furnishing of such written materials and financialinformation regarding the Group Members as the Administrative Agent may reasonably request, the execution of such documents as the AdministrativeAgent may reasonably request with respect thereto, and the participation by officers of the Administrative Borrower and the Lenders at reasonable timesand places in a meeting or teleconference call with any Applicant upon the reasonable request of the Administrative Agent.Section 8.13. Participation. In addition to the rights granted in Section 8.12, each Lender may, upon the prior written consent of the Administrative Agent(which consent may be given or withheld in Agent’s sole discretion), grant participations in all or a portion of its Revolving Note and Revolving Loans to anydomestic or foreign commercial bank (having a branch office in the United States), insurance company, financial institution or an Affiliate of such Lenderpursuant to documentation 95delivered to and deemed acceptable to the Administrative Agent. No holder of any such participation shall be entitled to require any Lender to take or omit totake any action hereunder, except that a Lender selling a participation may agree with the participant that such Lender will not, without such participant’sconsent, take any action which would, in the case of any principal, interest, premium or fee in which the participant has an ownership or beneficial interest:(a) extend the final maturity of any Loans or extend the Maturity Date, (b) reduce the interest rate on the Loans or the amount of any premium or fee payable inrespect of the Loans, (c) forgive any principal of, or interest on, the Loans, or any premium or fees payable in respect thereof, or (d) release all or substantiallyall of any Collateral for the Loans. The Lenders shall not, as among the Borrowers, the Agent and the Lenders, be relieved of any of their respective obligationshereunder as a result of any such granting of a participation. Each Obligor hereby acknowledges and agrees that any holder of a participation described in thisSection 8.13 may rely upon, and possess all rights under, any opinions, certificates, or other instruments or documents delivered under or in connection withany Loan Document. Except as set forth in this Section 8.13, no Lender may grant any participation in its Notes or Loans.Section 8.14. Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or premium or fees are payablehereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that itwill deliver to the Administrative Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BENor W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding ofany United States federal income taxes. Each Lender that so delivers a Form W-8BEN or W-8ECI further undertakes to deliver to the Administrative Borrowerand the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or afterthe occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof asmay be reasonably requested by the Administrative Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receivepayments under this Agreement and the Term Notes without deduction or withholding of any United States federal income taxes, unless an event (includingwithout limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required that rendersall such forms inapplicable or that would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advisesthe Administrative Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United Statesfederal income tax.Section 8.15. Agent’s Counsel. In connection with the negotiation, drafting and execution of this Agreement and the other Loan Documents, perfectingany security interest, completing any filings or registrations and in connection with future legal representation relating to loan administration, amendments,modifications, waivers, forbearance or enforcement of remedies, any law firm engaged by the Agent (the “Agent Firm”) has only represented and shall onlyrepresent the Agent (or its Affiliates), in its/their capacity as Agent or as a Lender, as applicable. Each Borrower and each other Lender hereby acknowledges,and each Assignee and Participant (by accepting an Assignment or a Participation, as provided in Sections 8.12 and 8.13 hereof) shall be deemed toacknowledge, that no Agent Firm represents it in connection with any such matters.Section 8.16. Obligor not a Beneficiary or Party. Except with respect to the limitation of liability applicable to the Lenders under Section 8.11, theprovisions and agreements in this Article VIII are solely among the Lenders and the Agent, and no Obligor shall be considered a party thereto or a beneficiarythereof. 96Section 8.17. Administrative Agent and Collateral Agent May Delegate Duties. The Administrative Agent and the Collateral Agent may appoint sub-agents to exercise on their behalf any of their respective duties, obligations or rights under the Loan Documents, and each such sub-agent shall have all of therights and benefits of the Administrative Agent or Collateral Agent, as applicable, under this Article VIII. Each of the Administrative Agent and the CollateralAgent shall not be responsible for the negligence or misconduct of any sub-agents selected by it with reasonable care, except as otherwise provided inSection 8.3.Section 8.18. Collateral Matters.(a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Lien on any Collateral upon thetermination of the Commitments, and payment and satisfaction in full in cash by the Borrowers of all Obligations, constituting property being Disposedof if a release is required or desirable in connection therewith and if the Administrative Borrower certifies to the Collateral Agent that the Disposition ispermitted under Section 6.5 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate,without further inquiry), constituting property in which no Group Member owned any interest at the time the Agent’s Lien was granted nor at any timethereafter, or constituting property leased to a Group Member under a Lease or other lease that has expired or is terminated in a transaction permittedunder this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release of any Lien on any Collateral without the priorwritten authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Uponrequest by the Administrative Agent or the Administrative Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority torelease any such Liens on particular types or items of Collateral pursuant to this Section 8.18; provided, however, that (1) the Collateral Agent shall notbe required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agentto liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and(2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (orobligations of any Obligor in respect of) all property and other interests retained by the Obligors, including, the proceeds of any Disposition, all ofwhich shall continue to constitute part of the Collateral.(b) The Agent and its Affiliates and Agent Firm and other representatives shall have no obligation whatsoever to any of the Lenders to assure that theCollateral exists or is owned by the Group Members or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have beenproperly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in anyparticular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted oravailable to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, orevent related thereto, subject to the terms and conditions contained herein, the Agent may act in any manner it may deem appropriate, in its solediscretion given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liabilitywhatsoever to any Lender as to any of the foregoing, except as otherwise expressly provided herein.Section 8.19. Agency for Perfection. The Collateral Agent hereby appoints each other Lender as its agent (and each Lender hereby accepts suchappointment) for the purpose of perfecting the Agent’s Liens in property that, in accordance with Article VIII or Article IX, as applicable, of the Code can beperfected only by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify the AdministrativeAgent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver possession or control of such Collateral to the Collateral Agent or inaccordance with the Administrative Agent’s instructions. 97Section 8.20. Field Audits and Examinations; Confidentiality; Disclaimers by Lenders. By becoming a party to this Agreement, each Lender:(a) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each completed fieldaudit or examination report respecting the Group Members (each a “Report” and collectively, “Reports”) prepared by or at the request of theAdministrative Agent, and the Administrative Agent shall so furnish each Lender with such Reports,(b) expressly agrees and acknowledges that the Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report,and (ii) shall not be liable for any information contained in any Report,(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Administrative Agent or other partyperforming any audit or examination will inspect only specific information regarding the Group Members and will rely significantly upon the GroupMembers’ books and records, as well as on representations of the Group Members’ personnel,(d) agrees to keep all Reports and other material, non-public information regarding the Group Members and their operations, assets, and existing andcontemplated business plans in a confidential manner in accordance with Section 10.12, and(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Administrative Agent andany such other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion theindemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lenderhas made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of theBorrowers; and (ii) to pay and protect, and indemnify, defend and hold the Administrative Agent, and any such other Lender preparing a Report,harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs)incurred by the Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtainall or part of any Report through the indemnifying Lender.Section 8.21. Successor Agent. Each of the Administrative Agent and the Collateral Agent may voluntarily resign as administrative agent or collateralagent, as applicable, at any time by giving ten Business Days’ prior written notice thereof to the other Agent, the Administrative Borrower and the Lenders.Upon any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, as applicable.If no successor shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of itsresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent from among the Lenders or from among those financialinstitutions who regularly provide such services in the New York financial markets. Upon the acceptance of any appointment as Agent hereunder by asuccessor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent andthe retiring Agent shall promptly (i) transfer to 98such successor Agent all sums, securities and other items of collateral (if any) held by it under the Loan Documents, together with all records and otherdocuments necessary or appropriate in connection with the performance of the duties of the successor Agent under the Loan Documents, and (ii) execute anddeliver to such successor Agent such documents, and take such other actions, as may be necessary or appropriate in connection with the assignment to suchsuccessor Agent of the rights and benefits under the Loan Documents, whereupon such retiring Agent shall be discharged from its duties and obligationshereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken oromitted to be taken by it while it was Agent hereunder.ARTICLE IXGUARANTYSection 9.1. Guaranty.(a) Each Guarantor, and each Borrower (with respect to each other Borrower), hereby irrevocably and unconditionally guarantees to the AdministrativeAgent, for the benefit of the Secured Parties, the full and prompt payment when due of the Obligations, including, without limitation, any interestthereon (including, without limitation, interest, premiums and fees, as provided in this Agreement, accruing after the filing of a petition initiating anyInsolvency Proceeding, whether or not such interest, premium or fees accrue or are recoverable against the Borrowers after the filing of such petition forpurposes of the Bankruptcy Code or are an allowed claim in such proceeding), plus documented, reasonable attorneys’ fees and expenses if theobligations represented by this Guaranty are collected by law, through an attorney-at-law, or under advice therefrom.(b) Regardless of whether any proposed guarantor or any other Person shall become in any other way responsible to the Secured Parties, or any of them,for or in respect of the Obligations or any part thereof, and regardless of whether or not any Person now or hereafter responsible to the Secured Parties, orany of them, for the Obligations or any part thereof, whether under this Guaranty or otherwise, shall cease to be so liable, each Guarantor and eachBorrower hereby declares and agrees that this Guaranty shall be a joint and several obligation, shall be a continuing guaranty and shall be operative andbinding until the Obligations shall have been indefeasibly paid in full in cash and all Commitments shall have been terminated.(c) Each Guarantor and each Borrower absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defenseof payment in cash in full, or performance, to the extent of its obligations hereunder, or a defense that such Guarantor’s or such Borrower’s liability islimited as provided in Section 9.3), set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations of theGuarantors or the Borrowers under this Guaranty or the obligations of any other Person or party (including, without limitation, the Borrowers) relatingto this Guaranty or the obligations of any of the Guarantors and the Borrowers under this Guaranty or otherwise with respect to the Obligations in anyaction or proceeding brought by the Administrative Agent or any other Secured Party to collect the Obligations or any portion thereof, or to enforce theobligations of any of the Guarantors or the Borrowers under this Guaranty or to foreclose on any Collateral owned by any Obligor.(d) The Secured Parties, or any of them, may from time to time, without exonerating or releasing any Guarantor or any Borrower in any way under thisAgreement, including this Guaranty, (i) take such further or other security or securities for the Obligations or any part thereof as they may deem proper,or (ii) release, discharge, abandon or otherwise deal with or fail to deal with any Guarantor or guarantor or Borrower of the Obligations or any security or 99securities therefor or any part thereof now or hereafter held by the Secured Parties, or any of them, or (iii) amend, modify, extend, accelerate or waive inany manner any of the provisions, terms, or conditions of the Loan Documents, all as they may consider expedient or appropriate in their solediscretion. Without limiting the generality of the foregoing, or of Section 9.1(e), it is understood that the Secured Parties, or any of them, may, withoutexonerating or releasing any Guarantor or Borrower, give up, modify or abstain from perfecting or taking advantage of any security for or guarantee ofthe Obligations and accept or make any compositions or arrangements, and realize upon any security for or guarantee of the Obligations when, and insuch manner, and with or without notice, all as such Person may deem expedient.(e) Each Guarantor and each Borrower acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Loan Documents,or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), shall discharge all or anypart of the liabilities and obligations of such Guarantor or Borrower pursuant to this Guaranty; it being the purpose and intent of the Guarantors, theBorrowers and the Secured Parties that the covenants, agreements and all liabilities and obligations of each Guarantor and of each Borrower hereunderare absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor and eachBorrower agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, and without possibility of recourse,whether by operation of law or otherwise, such Guarantor’s or such Borrower’s undertakings hereunder shall not be released, in whole or in part, byany action or thing which might, but for this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reasonof any waiver, omission of the Secured Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken oromitted by the Secured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights orremedies of, such Guarantor or such Borrower, or by reason of any further dealings between the Borrowers or Guarantors, on the one hand, and anySecured Party, on the other hand, or any other guarantor or surety, and such Guarantor or such Borrower hereby expressly waives and surrenders anydefense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or may exist based upon, andshall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.(f) The Secured Parties, or any of them, may, without demand or notice of any kind upon or to any Guarantor or Borrower, at any time or from time totime when any amount shall be due and payable hereunder by any Guarantor or Borrower following and during the continuance of an Event of Default,if the Borrowers shall not have timely paid any of the Obligations, set-off and appropriate and apply to any portion of the Obligations herebyguaranteed, and in such order of application as the Administrative Agent may from time to time elect in accordance with this Agreement, any deposits,property, balances, credit accounts or moneys of any Guarantor or any Borrower in the possession of any Secured Party or under their respective controlfor any purpose. If and to the extent that any Guarantor or Borrower makes any payment to the Administrative Agent or any other Person pursuant to orin respect of this Guaranty, any claim, by subrogation, contribution or otherwise, which such Guarantor or Borrower may have against any Borroweror other Guarantor by reason thereof shall be subject and subordinate to the prior payment in full of the Obligations to the satisfaction of theAdministrative Agent.(g) Upon the bankruptcy or winding up or other distribution of assets of any Borrower, or of any surety or guarantor (other than the applicableGuarantor or other Borrower) for any Obligations of the Borrowers to the Secured Parties, or any of them, the rights of the Administrative Agent againstany Guarantor or Borrower shall not be affected or impaired by the 100omission of any Secured Party to prove its claim, or to prove the full claim, as appropriate, against any Borrower, or any other Borrower or any suchother guarantor or surety, and the Administrative Agent may prove such claims as it sees fit and may refrain from proving any claim and in itsdiscretion may value as it sees fit or refrain from valuing any Collateral or other security held by it without in any way releasing, reducing or otherwiseaffecting the liability to the Secured Parties of each of the Guarantors and each of the Borrowers.(h) Each Guarantor and each Borrower hereby absolutely, unconditionally and irrevocably expressly waives, except to the extent such waiver would beexpressly prohibited by Applicable Law, the following: (i) notice of acceptance of this Guaranty, (ii) notice of the existence or creation of all or any of theObligations, (iii) presentment, demand, notice of dishonor, protest and all other notices whatsoever (other than notices expressly required hereunder orunder any other Loan Document to which any Guarantor is a party), (iv) all diligence in collection or protection of or realization upon the Obligations orany part thereof, any obligation hereunder, or any security for any of the foregoing, (v) until the Obligations shall have been paid in full in cash, allrights to enforce any remedy which the Secured Parties, or any of them, may have against any Borrower and (vi) until the Obligations shall have beenpaid in full in cash, all rights of subrogation, indemnification, contribution and reimbursement from the Borrowers or other Guarantors for amountspaid hereunder and any benefit of, or right to participate in, any Collateral or other security now or hereinafter held by the Secured Parties, or any ofthem, in respect of the Obligations. If a claim is ever made upon any Secured Party for the repayment or recovery of any amount or amounts received bysuch Person in payment of any of the Obligations and such Person repays all or part of such amount by reason of (A) any judgment, decree or order ofany court or administrative body or other Governmental Authority having jurisdiction over such Person or any of its property, or (B) any settlement orcompromise of any such claim effected by such Person with any such claimant, including any Borrower, then in such event each Guarantor and eachBorrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor or such Borrower,notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and suchGuarantor or such Borrower shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if suchamount had never originally been received by such Person.(i) This Guaranty is a continuing guaranty of the Obligations and all liabilities to which it applies or may apply under the terms hereof and shall beconclusively presumed to have been created in reliance hereon. No failure or delay by any Secured Party in the exercise of any right, power, privilege orremedy shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent of any right or remedy shall preclude other orfurther exercise thereof or the exercise of any other right or remedy and no course of dealing between any Guarantor, any Borrower and any SecuredParty shall operate as a waiver thereof. No action by any Secured Party permitted hereunder shall in any way impair or affect this Guaranty. For thepurpose of this Guaranty, the Obligations shall include, without limitation, all Obligations of the Borrowers to the Secured Parties, notwithstanding anyright or power of any third party, individually or in the name of any Borrower or the Secured Parties, or any of them, to assert any claim or defense asto the invalidity or unenforceability of any such Obligation, and no such claim or defense shall impair or affect the obligations of any Guarantor or anyBorrower hereunder.(j) This is a guaranty of payment and not of collection. In the event the Administrative Agent makes a demand upon any Guarantor or any Borrower inaccordance with the terms of this Guaranty, such Guarantor or Borrower shall be held and bound to the Administrative Agent directly as debtor inrespect of the payment of the amounts hereby guaranteed. All costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses,incurred by the Administrative Agent in obtaining performance of or collecting payments due under this Guaranty shall be deemed part of theObligations guaranteed hereby. 101(k) Each Guarantor and each Borrower expressly represents and acknowledges that any financial accommodations by the Secured Parties to theBorrowers, including, without limitation, the extension of credit, are and will be of direct interest, benefit and advantage to such Guarantor or suchBorrower.(l) Each Guarantor and each Borrower shall be entitled to subrogation and contribution rights from and against the Borrowers to the extent anyGuarantor or any Borrower is required to pay to any Secured Party any amount in excess of the Revolving Loans advanced directly to, or otherObligations incurred directly by, such Guarantor or Borrower or as otherwise available under Applicable Law; provided, however, that suchsubrogation and contribution rights are and shall be subject to the terms and conditions of this Section 9.1(l), and provided further that the paymentobligation of a Guarantor or a Borrower to any other Guarantor or any other Borrower under any Applicable Law regarding contribution rights orsubrogation rights or similar rights among co-obligors or otherwise is and shall be expressly subordinate and subject in right of payment to the priorindefeasible payment in full in cash of the obligations of such Guarantor or such Borrower under the other provisions of this Guaranty and theindefeasible payment in full in cash of all Obligations and termination of all Commitments, and such Guarantor or such Borrower shall not exercise anyright or remedy with respect to such contribution rights or subrogation rights or similar rights until (i) payment and satisfaction in full of all suchobligations and (ii) the Obligations shall have been indefeasibly paid in full in cash and all Commitments shall have been terminated.Section 9.2. Special Provisions Applicable to Additional Guarantors. Pursuant to Section 5.8 of this Agreement, any new Subsidiary of any Obligor isrequired to enter into this Agreement by executing and delivering to the Administrative Agent a Guaranty Supplement. Upon the execution and delivery of aGuaranty Supplement by such new Subsidiary, such Subsidiary shall become a Guarantor and Obligor hereunder with the same force and effect as iforiginally named as a Guarantor herein. The execution and delivery of any Guaranty Supplement (or any other supplement to any Loan Document delivered inconnection therewith) adding an additional Guarantor as a party to this Agreement or any other applicable Loan Document shall not require the consent of anyother party hereto. The rights and obligations of each party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantorhereunder.Section 9.3. Maximum Liability of Obligors. It being understood that the intent of the Secured Parties is to obtain a guaranty from each Guarantor andeach Borrower, and the intent of each Guarantor and each Borrower is to incur guaranty obligations, in an amount no greater than the largest amount thatwould not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulentconveyances or fraudulent transfers, it is hereby agreed that:(a) If (i) the sum of the guaranty obligations of the Guarantors and the Borrowers under Section 9.1 and, without duplication, in the case of eachBorrower, the obligations arising from the joint and several liability of such Borrower with respect to Loans or other extensions of credit made under thisAgreement to each other Borrower (collectively, the “Guarantor Obligations”) exceeds (ii) the sum (the “Total Available Net Assets”) of the MaximumAvailable Net Assets (as defined in Section 9.4) of each Guarantor and each Borrower, in the aggregate, then (without prejudice to the Obligations of eachof the Borrowers under this Agreement with respect to Loans 102or other extensions of credit made under this Agreement to it) the Guarantor Obligations of each Guarantor and each Borrower shall be limited to thegreater of (x) the Total Available Net Assets and (y) the value received by such Guarantor or such Borrower in connection with the incurrence of theGuarantor Obligations to the greatest extent such value can be determined; and(b) if, but for the operation of this Section 9.3(b) and notwithstanding Section 9.3(a), the Guarantor Obligations of any Guarantor or any Borrowerhereunder otherwise would be subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulentconveyances or fraudulent transfers, taking into consideration such Guarantor’s or such Borrower’s (i) rights of contribution, reimbursement andindemnity from the Borrowers and the other Guarantors with respect to amounts paid by such Guarantor or such Borrower in respect of the Obligations(including pursuant to Section 9.4) (calculated so as to reasonably maximize the total amount of obligations able to be incurred hereunder), and(ii) rights of subrogation to the rights of the Secured Parties, then the Guarantor Obligations of such Guarantor or such Borrower shall be the largestamount, if any, that would not leave such Guarantor or such Borrower, after the incurrence of such obligations, insolvent or with unreasonably smallcapital within the meaning of Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulenttransfers, or otherwise make such obligations subject to such avoidance.Any Person asserting that the Guarantor Obligations of such Guarantor or such Borrower are subject to Section 9.3(a) or are avoidable as referenced inSection 9.3(b) shall have the burden (including the burden of production and of persuasion) of proving (a) the extent to which such Guarantor Obligations, byoperation of Section 9.3(a), are less than the Obligations of the Borrowers owed to the Secured Parties or (b) that, without giving effect to Section 9.3(b), suchGuarantor’s or such Borrower’s Guarantor Obligations hereunder would be avoidable and the extent to which such Guarantor Obligations, by operation ofSection 9.3(b), are less than such Obligations of the Borrowers, as the case may be.Section 9.4. Contribution Rights, Etc. In order to provide for just and equitable contribution, indemnity and reimbursement among the Guarantors andany other Obligors, including the Borrowers, in connection with the execution of this Guaranty, the Obligors have agreed among themselves that if any Obligorsatisfies some or all of the Obligations (a “Funding Obligor”), the Funding Obligor shall be entitled to contribution, indemnity or reimbursement, asapplicable, from the other Obligors that have positive Maximum Available Net Assets (as defined below) for all payments made by the Funding Obligor insatisfying the Obligations, so that each Obligor that remains obligated under this Guaranty or any other guaranty or otherwise for the Obligations at the timethat a Funding Obligor makes such payment, without regard to the making of such payment (a “Remaining Obligor”), and that has a positive MaximumAvailable Net Assets, shall bear a portion of such payment equal to the percentage that such Remaining Obligor’s Maximum Available Net Assets bears to theaggregate Maximum Available Net Assets of all Obligors that have positive Maximum Available Net Assets, provided that no Remaining Obligor’s obligation tomake such contribution, indemnity or reimbursement payments hereunder shall exceed an amount equal to the Maximum Available Net Assets of suchRemaining Obligor.As used herein, “Available Net Assets” means, with respect to any Obligor, the amount, as of the respective date of calculation, by which the sum of aPerson’s assets (including subrogation, indemnity, contribution, reimbursement and similar rights that the Obligor may have, but excluding any such rightsin respect of the Guarantor Obligations), determined on the basis of a “fair valuation” or their “fair saleable value” (whichever is the applicable test underSection 548 and other relevant provisions of the Bankruptcy Code and the relevant state fraudulent conveyance or transfer laws), is greater than the amountthat will be required to pay all of such Person’s debts, in each case matured or unmatured, contingent or otherwise, as of the date of calculation, but excludingliabilities arising under this Guaranty 103or, in the case of each Borrower, the liabilities arising from the joint and several liability of such Borrower with respect to Loans or other extensions of creditmade under this Agreement to each other Borrower and excluding, to the maximum extent permitted by Applicable Law with the objective of avoiding renderingsuch Person insolvent, liabilities subordinated to the Obligations arising out of loans or advances made to such Person by any other Person, and“Maximum Available Net Assets” means, with respect to any Obligor, the greatest of the Available Net Assets of such Obligor calculated as of the followingdates: (A) the date on which such Person becomes an Obligor, and (B) each date on which such Obligor expressly reaffirms this Guaranty.Each Guarantor and Borrower shall be deemed to expressly reaffirm the guaranty provided for in this Article IX upon each borrowing of a Loan andautomatically, without further action, upon each delivery by the Administrative Borrower of financial statements required pursuant to Section 5.1(a). Themeaning of the terms “fair valuation” and “fair saleable value” and the calculation of assets and liabilities shall be determined and made in accordance with therelevant provisions of the Bankruptcy Code and applicable state fraudulent conveyance or transfer laws.ARTICLE XMISCELLANEOUSSection 10.1. No Waiver; Cumulative Remedies. No failure or delay on the part of the Agent, any Lender or any other Secured Party in exercising anyright, power or remedy under the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedypreclude any other or further exercise thereof or the exercise of any other right, power or remedy under the Loan Documents. The remedies provided in the LoanDocuments are cumulative and not exclusive of any remedies provided by law.Section 10.2. Amendments, Requested Waivers, Etc. No amendment, modification, termination or waiver of any provision of any Loan Document orconsent to any departure by any Obligor therefrom shall be effective unless the same shall be in writing and signed by the Administrative Agent and theRequired Lenders; provided that no amendment, modification, termination, waiver or consent shall do any of the following unless the same shall be in writingand signed by the Administrative Agent and each Lender directly affected thereby:(a) increase the Commitments;(b) reduce the amount of any principal of or interest, premium or fees due on or in respect of the Loans other fees payable to the Lenders;(c) postpone any date fixed for any scheduled payment of principal of or interest, premium or fees due on or in respect any outstanding Loan or otherfees payable to the Lenders hereunder (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.9(a) may be postponed, delayed,waived or modified with the consent of the Required Lenders);(d) release any material Guaranty or the pledge of any Equity Interest in any Subsidiary under any Loan Document, other than a release of suchGuaranty or pledge of such Equity Interest to permit divestiture of the relevant Subsidiary permitted by this Agreement or specifically approved by theRequired Lenders;(e) other than as permitted by Section 8.18(a)(i), release Agent’s Lien in all or substantially all of the Collateral; 104(f) change the definition of “Required Lenders”; or(g) amend this Section 10.2 or any other provision of this Agreement requiring the consent or other action of the Required Lenders or all Lenders.Any waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand onany Borrower in any case shall entitle any Borrower to any other or further notice or demand in similar or other circumstances.If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender directly affected thereby,” the consent of the RequiredLenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred toherein as a “Non-Consenting Lender”), then the Administrative Agent may elect to replace a Non-Consenting Lender as a Lender party to this Agreement,provided that, concurrently with such replacement, (i) another bank or other entity which is satisfactory to the Administrative Agent shall agree, as of suchdate, to purchase for cash the Revolving Loans and other Obligations due to the Non-Consenting Lender pursuant to an assignment and assumption and tobecome a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and tocomply with the requirements of Section 8.12, unless waived by the Administrative Agent and the Administrative Borrower and (ii) the AdministrativeBorrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accruedbut unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, and (2) an amount, if any, equal to thepayment (in excess of the face value of the principal amount) which would have been due to such Lender on the day of such replacement had the Loans ofsuch Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.Section 10.3. Notices and Distributions.(a) Except as otherwise expressly provided herein, all notices, requests, demands and other communications provided for under the Loan Documentsshall be in writing and delivered to the applicable parties at their respective addresses set forth on Schedule 10.3, or, as to each party, at such otheraddress as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 10.3. All suchnotices, requests, demands and other communications, shall be effective upon actual delivery if hand delivered, or shall be effective when sent bynationally recognized overnight mail courier or delivery service, or if sent by email or PDF, whet sent, in each case addressed as aforesaid, except thatnotices or requests to the Agent, any Lender, or any other Secured Party pursuant to any of the provisions of Article II shall not be effective until receivedby the Agent, such Lender, or such other Secured Party.(b) Each Obligor agrees that the Administrative Agent may (but shall not be required to) make any materials delivered by such Obligor to theAdministrative Agent, as well as, but not limited to, any amendments, waivers, consents, and other written information, documents, instruments andother materials relating to any Group Member, or any other materials or matters relating to this Agreement, the other Loan Documents, the ABL DIPCredit Documents, the Related Transactions or any of the transactions contemplated hereby or thereby (collectively, the “Communications”) available tothe Secured Parties by posting such notices on an electronic delivery system (which may be provided by the Administrative Agent, an Affiliate, or anyPerson that is not an Affiliate of the Administrative Agent), such as IntraLinks, or a substantially similar electronic system that requires passwords foraccess and takes other customary measures with respect to confidentiality and security (the “Platform”) all of which shall be at the cost and 105®expense of the Obligors. Each of Holdings and each Obligor acknowledges that (i) the distribution of material through an electronic medium is notnecessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “asavailable” and (iii) neither the Administrative Agent nor any of its Affiliates represents or warrants the accuracy, completeness, timeliness, sufficiency orsequencing of the Communications posted on the Platform. The Administrative Agent and its Affiliates expressly disclaim with respect to the Platformany liability for errors in transmission, incorrect or incomplete downloading, delays in posting or delivery, or problems accessing the Communicationsposted on the Platform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform.No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particularpurpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of itsAffiliates in connection with the Platform.(c) Each Secured Party party hereto agrees that notice to it (as provided in the next sentence) (a “Notification”) specifying that any Communication hasbeen posted to the Platform shall for purposes of this Agreement constitute effective delivery to such Secured Party, as applicable, of such information,documents or other materials comprising such Communication. Each Secured Party party hereto agrees (i) to notify, on or before the date such SecuredParty becomes a party to this Agreement, the Administrative Agent in writing of such Secured Party’s e-mail address to which a Notification may be sent(and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for such Secured Party) and (ii) thatany Notification may be sent to such e-mail address.Section 10.4. Agent Expenses. Any action taken by any Obligor under or with respect to any Loan Document, even if required under any LoanDocument or at the request of any Secured Party, shall be at the expense of such Obligor, and no Secured Party shall be required under any Loan Document toreimburse any Group Member therefor except as expressly provided therein. The Borrowers will reimburse the Agent for all Agent Expenses, suchreimbursement to be made (a) on the Closing Date, in the case of all Agent Expenses incurred on or prior to the Closing Date (unless waived by the Agent), and(b) promptly following request for reimbursement, in the case of other Agent Expenses. The obligations of the Obligors under this Section 10.4 shall survivetermination of this Agreement and the discharge of the Obligations.Section 10.5. Costs and Expenses; Indemnification. In addition to the payment of Agent Expenses pursuant to Section 10.4, each Borrower agrees toindemnify, defend and hold harmless the Agent, each Lender, each other Secured Party and each of their respective participants, parent corporations,subsidiary corporations, affiliated corporations, successor corporations, and all present and future officers, directors, employees, attorneys and agents (the“Indemnitees”), from and against (i) any Environmental Liability, or any other Liability to which any Indemnitee may be subjected as a result of any past,present or future existence, use, handling, storage, transportation or disposal of any Hazardous Substance by any Group Member or with respect to anyproperty owned, leased or controlled by any Group Member, (ii) any and all transfer taxes, documentary taxes, recording taxes, assessments or charges madeby any Governmental Authority (excluding income or gross receipts taxes) by reason of the execution and delivery of this Agreement and the other LoanDocuments, the recording or filing of any Mortgage or other Loan Document, the Agent’s Lien in any Collateral, or the making of any Loans, and (iii) any andall Liabilities of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel) in connection with anyinvestigative, administrative or judicial proceedings, whether or not such Indemnitee shall be designated a party thereto, or with any other matter, in each casewhich may be imposed on, incurred by or asserted against such Indemnitee, in any manner 106relating to or arising out of or in connection with, (w) the Commitments, the making or maintaining of any Loans, the entering into of this Agreement or anyother Loan Documents, any Obligation (or the repayment thereof), the Agent’s Lien in any Collateral, or the use or intended use of the proceeds of the Loans, orany securities filing of, or with respect to, any Group Member, (x) any commitment letter, proposal letter or term sheet with any Person or any contractualobligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or anyAffiliate of any of them in connection with any of the foregoing and any contractual obligation entered into in connection with any Platform, (y) any actual orprospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of itssecurities or its creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto,and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity,contract, tort or otherwise, or (z) any other act, event or transaction related, contemplated in or attendant to any of the foregoing. If any investigative, judicial oradministrative proceeding arising from any of the foregoing is brought against any Indemnitee, upon request of such Indemnitee, the Administrative Borrower,or counsel designated by the Administrative Borrower and satisfactory to the Indemnitee, will resist and defend such action, suit or proceeding to the extent andin the manner directed by the Indemnitee, at the Borrowers’ sole cost and expense. Each Indemnitee will use its commercially reasonable efforts to cooperate inthe defense of any such action, suit or proceeding. If the foregoing undertaking to indemnify, defend and hold harmless may be held to be unenforceablebecause it violates any law or public policy, the Borrowers shall nevertheless make the maximum contribution to the payment and satisfaction of each of theindemnified liabilities contemplated hereby which is permissible under Applicable Law. Each of the Group Members hereby releases, acquits, and foreverdischarges the Agent, each of the Lenders, and each other Secured Party, and each of and every past and present affiliates, officers, directors, agents,servants, employees, representatives and attorneys of the Agent, the Lenders and the other Secured Parties, from any and all claims, causes of action, suits,debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character, or nature whatsoever, known orunknown, fixed or contingent, which any Group Member may have or claim to have now or which may hereafter arise out of or connected with any act ofcommission or omission of the Indemnitees (except, as to each Indemnitee, to the extent arising solely out of the gross negligence, fraud or willful misconduct ofsuch Indemnitee as finally determined by a non-appealable judgment of a court of competent jurisdiction) including, without limitation, any claims, liabilitiesor obligations arising with respect to the this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. The provisions of thisSection 10.5 shall be binding upon each of the Group Members and shall inure to the benefit of the Agent, the Lenders and the other Secured Parties and eachof the past and present affiliates, officers, directors, agents, servants, employees, representatives and attorneys of the Agent, the Lenders and the other SecuredParties. The obligations of the Obligors under this Section 10.5 shall survive termination of this Agreement and the discharge of the Obligations.Section 10.6. Execution in Counterparts. This Agreement and other Loan Documents may be executed in any number of counterparts, each of whichwhen so executed and delivered (including by PDF or facsimile transmission, which shall be as effective as delivery of a manually executed counterpart hereof)shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. 107Section 10.7. Governing Law; Jurisdiction; Waiver of Jury Trial; Waiver of Special, Direct, or Consequential Damages.(a) Governing Law. The Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York (without givingeffect to any conflict of law principles), except to the extent the law of any other jurisdiction applies as to the perfection or enforcement of the any securityinterest in any Collateral (to the extent collateral security is granted with respect to the Obligations) and except to the extent expressly provided to thecontrary in any Loan Document.(b) Jurisdiction. The Obligors, the Agent and the Lenders hereby irrevocably submit to the exclusive jurisdiction and venue of the Bankruptcy Courtand any state or federal court of the United States sitting in the State of New York, and any appellate court thereof, in any action or proceeding arisingout of or relating to this Agreement or any of the other Loan Documents, and the Obligors, the Agent and the Lenders hereby irrevocably agree that allclaims in respect of such action or proceeding may be heard and determined in such state or federal court. The Obligors, the Agent and the Lendershereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action orproceeding. Each Obligor agrees that a final judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment orin any other manner provided by law. Nothing in this Section 10.7(b) shall affect the right of the Agent or any Lender to serve legal process in any othermanner permitted by law or affect the right of the Agent or any Lender to bring any action or proceeding against any Group Member or the property ofany Group Member (including the Collateral) in the courts of other jurisdictions.(c) WAIVER OF JURY TRIAL. THE OBLIGORS, THE LENDERS AND THE AGENT HEREBY IRREVOCABLY WAIVE ALL RIGHT TOTRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTOR ANY INSTRUMENT OR DOCUMENT DELIVERED THEREUNDER.(d) Special, Indirect or Consequential Damages. In no event shall any Indemnitee be liable on any theory of liability for any special, indirect,consequential or punitive damages (including any loss of profits, business or anticipated savings), unless resulting solely and directly from the grossnegligence, fraud or willful misconduct of such Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.Each Obligor hereby waives, releases and agrees (and shall cause each other Group Member to waive, release and agree) not to sue upon any such claimfor any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.Section 10.8. Integration; Inconsistency. This Agreement, together with the Loan Documents, comprise the final and complete integration of all priorexpressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to suchsubject matter, superseding all prior oral or written understandings. If any provision of a Loan Document (other than the Intercreditor Agreement) isinconsistent with or conflicts with a comparable or similar provision appearing in this Agreement, the comparable or similar provision in this Agreement shallgovern.Section 10.9. Agreement Effectiveness. This Agreement shall become effective upon delivery of fully executed counterparts hereof to each of the partieshereto.Section 10.10. Advice from Independent Counsel. The parties hereto understand that this Agreement is a legally binding agreement that may affect suchparty’s rights. Each party hereto represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significanceof this Agreement and that it is satisfied with its legal counsel and the advice received from it. 108Section 10.11. Binding Effect; No Assignment by Borrower; Third Party Beneficiary. This Agreement shall be binding upon and inure to the benefit ofthe Obligors, the Lenders, the Agent and their respective successors and assigns; provided, however, no Obligor may assign any or all of its rights orobligations hereunder or any of its interest herein without the prior written consent of the Administrative Agent and all Lenders.Section 10.12. Confidentiality. The Agent and each Lender shall hold all non-public information regarding the Group Members and their businessesobtained by the Agent or such Lender pursuant to the requirements hereof in accordance with the Agent’s or such Lender’s customary procedures for handlingconfidential information of such nature, it being understood and agreed by each Group Member that, in any event, the Agent and each Lender may make (i) ona confidential basis, disclosures of such information to Affiliates of such Lender or the Agent and to their respective agents and advisors (and to other Personsauthorized by a Lender or the Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance withthis Section 10.12), (ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant in connectionwith the contemplated assignment, transfer or participation of or in any Revolving Loans or by any direct or indirect contractual counterparties (or theprofessional advisors thereto) to any swap or derivative transaction relating to any Group Member and its obligations (provided, such assignees, transferees,participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.12 or other provisions at least asrestrictive as this Section 10.12), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shallundertake in writing to preserve the confidentiality of any confidential information relating to the Group Members received by it from the Agent or any Lender,(iv) disclosures in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involvesclaims related to the rights or duties of such parties under this Agreement or the other Loan Documents, and (v) disclosures required or requested by anyGovernmental Authority or representative thereof or pursuant to legal or judicial process; provided, unless specifically prohibited by Applicable Law or courtorder, each Lender and the Agent shall make reasonable efforts to notify the Administrative Borrower of any request by any Governmental Authority orrepresentative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such lender bysuch Governmental Authority) for disclosure of any such non-public information prior to disclosure of such information. In addition, notwithstanding theabove, Bayside (or any successor thereto as Agent) and its Affiliates (but, subject to the foregoing, not any other Lenders or their Affiliates) may disclose theexistence of the Loan Documents and the information about the Loan Documents to any Person.(a) Each Group Member shall, and shall cause its Affiliates to, not disclose any of the terms and conditions or other provisions of the AdministrativeAgent Fee Agreement to any Person, and shall keep all such terms and conditions confidential, provided that notwithstanding the foregoing, any GroupMember make disclosures of such information (i) to its accountants, legal counsel and other advisors provided that such Persons are informed of theconfidentiality of such information and agree to keep such information confidential at least to the same extent as is required hereby, or (ii) as required orrequested by any Governmental Authority or representative thereof or pursuant to legal or judicial process or as required by Applicable Law; providedthat, unless specifically prohibited by Applicable Law, each Group Member shall make reasonable efforts to notify the Administrative Agent of anyrequest by any Governmental Authority or representative thereof for disclosure of any such confidential information, and shall in any event, unlessspecifically prohibited by Applicable Law, notify the Administrative Agent of each public disclosure of any such information by a Group Member orany Affiliate thereof, together with the proposed text of such public disclosure, prior to disclosure of such information, and provide the AdministrativeAgent an opportunity to comment thereon, and will not in any such disclosure disclose more information than is mandatorily required to be disclosedunder Applicable Law. 109Section 10.13. Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisions hereof.Section 10.14. Senior Debt. The Obligations are intended to be senior Debt, and not subordinated to any other senior Debt, or made pari passu withDebt that is subordinated to any other Debt, of any Obligor. The Obligations are deemed to be expressly designated and named as “Designated Senior Debt,”“Designated Senior Indebtedness,” “Senior Indebtedness” or similar terms for purposes of any present or future loan agreement, indenture, note issuance orpurchase agreement or other document under which such a designation is applicable or available for senior Debt of any Obligor (including without limitationthe 2011 Convertible Subordinated Debenture Indenture).Section 10.15. Release of Carson-Dellosa Equity. Upon the consummation of a Carson-Dellosa Drag-Along Sale, the Collateral Agent shall release theLiens, securing the Obligations, on the Equity Interests in Carson-Dellosa Publishing, LLC that are Disposed of in such transaction, provided that (and onlyif) (x) all of the conditions set forth in Section 8.18(a)(ii) (including the requisite certification by the Administrative Borrower) have been satisfied with respectto such release, (y) the Liens on all of such Equity Interests securing the ABL DIP Credit Obligations are concurrently being released, and (z) 100% of the NetCash Proceeds of such Carson-Dellosa Drag-Along Sale are immediately applied to prepay the Obligations in accordance with Section 2.9(a)(i).Section 10.16. USA Patriot Act. Each Lender hereby notifies the Administrative Borrower that pursuant to the requirements of the USA Patriot Act(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA Patriot Act”), it is required to obtain, verify and record information that identifieseach Borrower, which information includes the name and address of such Borrower and other information that will allow such Lender to identify suchBorrower in accordance with the USA Patriot Act.Section 10.17. Administrative Borrower as Agent for Borrower. Each Borrower hereby irrevocably appoints Administrative Borrower as the borrowingagent and attorney-in-fact for all Borrowers. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrower (i) to provide Agent with allnotices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such actionas Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry outthe purposes of this Agreement. Each Borrower hereby jointly and severally agrees to indemnify each Indemnitee and hold each Indemnitee harmless againstany and all liability, expense, loss or claim of damage or injury, made against the Indemnitees by any Obligor or by any third party whosoever, arising fromor incurred by reason of (a) the handling of the Collateral as herein provided, (b) the Indemnitees’ relying on any instructions of Administrative Borrower, or(c) any other action taken by the Indemnitees hereunder or under the other Loan Documents, except that Borrowers will have no liability to the relevantIndemnitee under this Section 10.17 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solelyfrom the gross negligence, fraud or willful misconduct of such Indemnitee.Section 10.18. Intercreditor Agreement. Agent and each Lender hereunder, by its acceptance of the benefits provided hereunder, (a) consents to thesubordination of liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of theIntercreditor Agreement, and (c) authorizes and instructs the Agent to enter into the Intercreditor Agreement as Agent on behalf of each Lender. Agent and eachLender hereby agrees that the terms, 110conditions and provisions contained in this Agreement are subject to the Intercreditor Agreement and, in the event of a conflict between the terms of theIntercreditor Agreement and this Agreement or any of the Loan Documents, the terms of the Intercreditor Agreement shall govern and control.Section 10.19. Conflict. In the event of a conflict between this Agreement and the Final Order, the Final Order shall govern.[Signature Page Follows] 111IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of thedate first above written. SCHOOL SPECIALTY, INC.,CLASSROOMDIRECT.COM, LLC,DELTA EDUCATION, LLC,SPORTIME, LLC,CHILDCRAFT EDUCATION CORP.,BIRD-IN-HAND WOODWORKS, INC.,CALIFONE INTERNATIONAL, INC.,PREMIER AGENDAS, INC., as BorrowersBy: /s/ Michael P. LavelleName: Michael P. LavelleTitle: SELECT AGENDAS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: FREY SCIENTIFIC, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: SAX ARTS & CRAFTS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Signature Page to DIP Credit AgreementBAYSIDE FINANCE, LLC., asAdministrative AgentBy: /s/ Richard SiegelName: Richard SiegelTitle: Authorized SignatoryBAYSIDE FINANCE, LLC., asCollateral AgentBy: /s/ Richard SiegelName: Richard SiegelTitle: Authorized SignatoryBAYSIDE FINANCE, LLC., as a LenderBy: /s/ Richard SiegelName: Richard SiegelTitle: Authorized SignatorySignature Page to DIP Credit AgreementSchedule 5.18Milestones Milestone Deadline1. Sellers and Purchaser shall have entered into the Asset Purchase Agreement, which shall be in form and substance acceptable toAgent. Petition Date2. Sellers shall have filed the Chapter 11 Cases in the Bankruptcy Court. Petition Date3. Sellers shall have filed the Sale Motion seeking the Bankruptcy Court’s approval of the Bidding Procedures Order and the SaleOrder and appropriate supporting declarations, in each case, in form and substance acceptable to Agent Petition Date4. The Bankruptcy Court shall have (i) held a hearing to consider approval of the proposed Bidding Procedures Order and (ii) enteredthe Bidding Procedures Order. February 12, 20135. Deadline to submit Qualified Bids (the “Bid Deadline”). March 19, 20136. Deadline for Sellers to commence the Auction if any other Qualified Bid is submitted prior to the Bid Deadline (the “AuctionDeadline”). March 25, 20137. The Bankruptcy Court shall have entered the Sale Order, which shall be in form and substance acceptable to Agent. March 27, 20138. The APA Closing Date shall have occurred. April 11, 2013Schedule 1.1.1 – Revolving Commitments and Percentages Lender Revolving Commitment Percentage Bayside Finance, LLC $50,000,000 100% Schedule 4.1 – PermitsDomestic and Foreign Entity Filings Jurisdictions: School Specialty, Inc. Alabama MontanaArizona NebraskaArkansas NevadaCalifornia New HampshireConnecticut New MexicoDistrict of Columbia New JerseyFlorida New YorkGeorgia North DakotaHawaii OhioIdaho OklahomaIllinois OregonIndiana PennsylvaniaIowa South CarolinaKansas TennesseeKentucky TexasLouisiana VirginiaMaryland WashingtonMassachusetts West VirginiaMichigan WisconsinMinnesota Mississippi Missouri Premier Agendas, Inc. Alabama Massachusetts OklahomaAlaska Michigan OregonArizona Minnesota PennsylvaniaCalifornia Mississippi Rhode IslandColorado Missouri South CarolinaConnecticut Montana TennesseeHawaii Nebraska TexasIdaho Nevada UtahIllinois New Hampshire VermontIndiana New Jersey VirginiaIowa New Mexico WashingtonKentucky New York West VirginiaLouisiana North Carolina WisconsinMaine North Dakota WyomingMaryland Ohio Delta Education, LLC Delaware Alabama California Illinois Indiana Louisiana Massachusetts New HampshireNew YorkTexasSportime, LLCDelawareCaliforniaColoradoGeorgiaMississippiNew YorkChildcraft Education Corp.ArizonaCaliforniaConnecticutFloridaMassachusettsNew YorkPennsylvaniaTennesseeWyomingSax Arts & Crafts, Inc.DelawareFiling Jurisdictions:Frey Scientific, Inc.DelawareClassroomDirect.com, LLCDelawareAlabamaIndianaCalifone International, Inc.DelawareCaliforniaBird-in-Hand Woodworks, Inc.New JerseyPennsylvaniaSelect Agendas, Corp.Nova ScotiaContractor Licenses:School Specialty, Inc.ArizonaArkansasCaliforniaIdahoIdahoIowaLouisianaMontanaNew JerseyNew MexicoNorth DakotaOregonWashingtonSchedule 4.4 – Group Members (including subsidiaries and joint ventures)Part A Entity Tax ID State ofDomicile AuthorizedShares OutstandingShares School Specialty, Inc. 39-0971239 Wisconsin 151,000,000 19,178,949 ClassroomDirect.com, LLC 47-0892425 Delaware N/A 1 member share Childcraft Education Corp. 13-5619818 New York 3,000,000 1,000 Bird-in-Hand Woodworks, Inc. 22-2618811 New Jersey 2,500 5 Frey Scientific, Inc. 39-1953771 Delaware 3,000 100 Sportime, LLC 22-3476939 Delaware N/A 100 Sax Arts & Crafts, Inc. 39-1956436 Delaware 100 100 Premier Agendas, Inc. 33-0481380 Washington 1,000,000 11,200 Select Agendas, Corp HFX9927 Canada 100,000 1,000 Califone International, Inc. 56-2003579 Delaware 1,000 100 Delta Education, LLC 52-2328764 Delaware N/A 100 Premier School Agendas, Ltd. 126517564 Canada Unlimited 100 Carson – Dellosa Publishing, LLC 27-0645872 Delaware N/A 3,500 Units The outstanding shares or membership interests of all entities are 100% owned by School Specialty, Inc., with the exception of (i) Bird-in-Hand Woodworks,Inc., which is 100% owned by Childcraft Education Corp. and (ii) Carson – Dellosa Publishing, LLC in which School Specialty, Inc. owns 35% of theEquity Interests in such party.Schedule 4.4 – Group MembersPart BLong-Term Debt3.75% Convertible Subordinated Notes due 2026, issued 2011 Stock Option Plans Shares OutstandingSchool Specialty, Inc. 1998 Stock Incentive Plan 184,200 School Specialty, Inc. 2002 Stock Incentive Plan 929,870*School Specialty, Inc. 2008 Equity Incentive Plan 1,427,675^Inducement Stock Option Grants 330,000 *2002 Plan 778,725 Stock options; 151,145 Non-vested restricted stock units^2008 Plan 1,264,675 Stock options; 163,000 Non-vested restricted stock unitsSchedule 4.4 – Group MembersPart CMergers:AutoSkill International, Inc. (acquisition sub) liquidated into School Specialty 12/10/09.Acquisitions:11/30/2007 Sitton Spelling (Asset Acquisition directly by School Specialty, Inc.)08/19/2009 AutoSkill International, Inc. (Asset Acquisition by School Specialty, Inc. acquisition sub)03/23/2010 ThinkMath! Assignment and transfer of License Agreement and Inventory purchase directly by School Specialty, Inc.04/04/2011 Telex (Bosch) product line (Asset Acquisition directly by Califone International, Inc.) Schedule 4.5 Agreed Restricted PaymentsNoneSchedule 4.6 – LitigationJames Keller, James Hoff and Larry Ward vs. School Specialty, Inc. – This matter deals with a claim from for sales representatives regarding theclassification of items and the marginal commission rates based upon that classification. School Specialty, Inc. anticipates its likely exposure will not exceed$200,000. This claim is not covered by insurance. As of the closing this case is currently in the discovery stage with ongoing deposition.Wilbert Scott Herman vs. School Specialty Inc., Case Number 37-2008-00092226-OU-PL-CTL, filed September 22, 2008 in the Superior Court ofCalifornia, County of San Diego. Mr. Herman was a school teacher in California and was struck in the head by falling flagpole which was sold by the Parentbut not designed or manufactured by the Parent. This is an insured product liability claim and the Parent’s deductible for products liability is $50,000.Jenna Baker (d.o.b. 10/5/2006; date of accident 06/09/2009; date of reported claim 05/26/2011) claim against Childcraft Education Corp. (a wholly ownedsubsidiary of School Specialty, Inc.) due to injury suffered by Ms. Baker while at C J’s County Kids Childcare Center LLC with a product allegedly sold byChildcraft. Gallagher Bassett Services through its Subsequent Detailed Status Report dated 01/23/2013, has set the liability reserve on this claim for SchoolSpecialty to be $200,000.School Specialty, Inc. ("SSI") v. RR Donnelley & Sons Company ("RRD"), U.S. Dist. Ct. E.D. Wis., Case No.1:12-CV-01034. SSI sued RRD for damagesresulting from a deficient printing job. RRD counterclaimed against SSI for fraud in the inducement and breach of contract, claiming SSI concealed knownproblems with the inks RRD used for the printing job, and SSI breached its contract with RRD by cancelling purchase orders for additional work. RRD seeksdamages in excess of $500,000.Redcay Industrial Development, III, LLC ("Redcay") v. School Specialty, Inc., U.S. Dist. Ct. E.D. PA, Case No. 12-CV-7074. Redcay leased a warehouse inMt. Joy, Pennsylvania to SSI for 20 years, ending on January 1, 2025. Pursuant to the terms of the lease, if SSI's credit rating adversely changes during theterm of the lease, and that change impairs Redcay's ability to obtain financing or increases the costs of financing, SSI's rent increases by the resulting costsand expenses incurred by Redcay. Redcay claims that SSI's credit rating went down, and Redcay was unable to refinance the property at a substantially lowerinterest rate. Redcay seeks a declaratory judgment that SSI owes more rent under the lease or, in the alternative, Redcay seeks damages for breach of contractfor over $100,000 of additional rent annually.Serenity McArthur v. Sportime, LLC, et al., Cal. Sup. Ct., Eldorado County, Case No. PC20120634. Ms. McArthur, a minor, claims that while she was atthe Boys and Girls Club of Eldorado County Western Slope (the "Boys and Girls Club"), a resistance band manufactured and sold by Sportime wrappedaround her neck, causing her to fall and injure herself. She also has named as defendants Black Oak Mine Unified School District and the Boys and GirlsClub. She seeks compensatory and punitive damages against Sportime, based on theories of strict products liability and failure to warn.Innovatio IP Ventures, LLC – claims to own some 20 patents in the field of wireless networking technology. Innovatio has notified School Specialty thatInnovatio believes School Specialty requires a license under Innovatio’s patents in order to permit users and visitors at any SchoolSpecialty location to use wireless technology to exchange information, including access to the Internet. To date, the company is still gathering information torespond substantively, and has discussed the matter with Innovatio’s counsel to a limited extent. Regarding the Innovatio IP Ventures, LLC claim, which is notat the litigation stage, we estimate the exposure to be less than $250,000. We believe that we have a significant chance of prevailing in the event that this islitigated. These claims are not covered by insurance.Landmark Technology, LLC – claims to own U.S. Patent Nos. 5,576,951, 6,289,319 and 7,010,508 relating to transaction processes and features used inmany electronic commerce systems including structures which exchange business data among trading partners. Landmark has notified School Specialty thatLandmark believes School Specialty requires a license under these patents. To date, the company is still gathering information to respond substantively, andhas discussed the matter with Landmark’s counsel to a limited extent. Regarding the Landmark Technology, LLC claim, which is not at the litigation stage,we estimate the exposure to be less than $200,000. We believe that we have a significant chance of prevailing in the event that this is litigated. These claims arenot covered by insurance.JFJ Toys d/b/a D&L Company and D&L’s owner, Fred Ramirez – claims to own trademark registrations for STOMP and STOMP ROCKET for use withtoy air rockets. D&L has claimed that School Specialty’s (Sportime’s) sale of the STOMP-N-LAUNCH BALL LAUNCHER is a trademark infringement.Sportime has removed the product from its web sites and catalogs, and has changed the name of its product to STEP-N-LAUNCH BALL LAUNCHER, butthere is still some older product in the pipelines. The company expects the matter to be resolved soon without payment of money to D&L.S&S Worldwide, Inc. – claims to own a trademark registration for GATOR SKIN for use in connection with certain children’s play ball products. S&S hasclaimed that School Specialty’s use, in connection with its TechnoSkin ball products, of “Compare our quality and our prices with Gatorskin and all other‘cheap’ balls. We know ours is the best value and higher quality.” is pejorative and deceptively false. The referenced phrase appears in School Specialty’scatalogs only, and not on its web site. School Specialty plans to remove the referenced phrase from future catalogs. The company expects the matter to beresolved soon without payment of money to S&S.The Hubbard Company – claims to own a trademark registration for WARD and design, for use in connection with lesson plans, class records andassignment and attendance notebooks, and is a former supplier of these products to School Specialty. Hubbard claims that some of School Specialty’s websites, including Hammond & Stephens, Learning Outlet, Classroom Direct and School Specialty Canada, are using images and item numbers of Hubbardproducts, but shipping products from other companies, and claims that such activities are acts of trademark infringement and unfair competition. SchoolSpecialty has changed the images of the products shown in its Education Essentials catalog and on its web site, and has changed the item numbers used, andhas informed Hubbard of these changes. The company expects the matter to be resolved soon without payment of money to Hubbard.Barry Traub – is a former employee of the Sportime unit. Mr. Traub has claimed that, after Mr. Traub’s separation from Sportime, Sportime adopted some ofhis product ideas, and has not complied with its termination agreement with him regarding payment for those ideas. The matter is not yet at the litigation stage,and the company believes the matter will be resolved with a payment, if any, of less than $30,000.Carson-Dellosa Publishing, LLC (“CD”) a limited liability company of which School Specialty, Inc. (“SSI”) owns a 35% equity interest has through theircounsel of Schell Bray PLLC noticed SSI in a letter dated January 3, 2012 that CD alleges that SSI “may have breached and may be contemplating furtherbreaches of the noncompetition provisions set forth in Section 14.4. of the Operating Agreement (the "Noncompetition Provisions"). We are not attempting todescribe comprehensively the depth and breadth of the Noncompetition Provisions in this letter. We do, however, wish to express concern about certainactivities of SSI that may violate the Noncompetition Provisions.” No formal action has been taken at this time and SSI disputes this allegation.Schedule 4.8 – TaxesMassachusetts Department of Revenue has examination dispute with School Specialty, Inc. on its Massachusetts Corporate Excise Tax Returns for the periodsof FY 2002, 2003, and 2004. The anticipated exposure on this examination is approximately $157,000 plus interest the full amount of which has beenproperly reserved on the books of School Specialty, Inc.Schedule 4.9 – Letters of Credit LC# Bank Beneficiary 01/28/2013 03078027 Bank of America EOS Acquisition LLC $18,472.33 627484 JPMorgan Employers Insurance $250,000.00 IS0017464U Wells Fargo Capitol Indemnity Corporation $72,000.00 5183 Comerica DEI CSEP Inc. $700,000.00 5184* Comerica Travelers Casualty $755,000.00 IS0017461U* Wells Fargo Travelers Casualty $755,000.00 IS0017457U Wells Fargo Sentry Insurance $900,000.00 $3,450,472.33 *The $755,000.00 letter of credit will be outstanding in duplicates for period not to exceed 30 days. This newly issued letter of credit has been required byTravelers Casualty.Schedule 4.10 – ERISA PlansSchool Specialty, Inc. 401(k) PlanSchool Specialty, Inc. Welfare Benefit Plan which is a form of cafeteria plan which provides for health insurance, dental insurance, life insurance, disabilityinsurance, vision insurance, tuition reimbursement and other miscellaneous benefits.Schedule 4.11 – Material ContractsPart APremier School Agendas, Ltd. and School Specialty, Inc. have an oral understanding causing journal entries to be made on the books of each whereby theAutoskill related services provided by Premier School Agendas, Ltd. to School Specialty, Inc. are reimbursed at cost plus a 10% markup.Part B1. FOSS agreementAgreement between the Regents of the University of California and Encyclopedia Britannica Educational Corporation dated September, 1995.Amendment No. 1, dated April 17, 1996.Amendment No. 2, dated May 2, 1997.Amendment No. 3, dated February 7, 2000.Amendment No. 4, dated 2001.Amendment No. 5, dated May 14, 2003.Amendment No. 6, dated March 6, 2007.Amendment No. 7, dated January 1, 2008.Agreement between the Regents of the University of California and Delta Education Inc. dated October 31, 1997.Amendment No. 1, dated July 31, 2001.Amendment No. 2, dated May 14, 2003.Amendment No. 3, dated September 1, 2004.Amendment No. 4, dated January 1, 2009.2. Franklin Covey agreementLicense Agreement among Franklin Covey Co., a Utah corporation, Premier Agendas, Inc., a Washington corporation, and Premier School Agendas Ltd.Agenda Scolaire Premier Ltee, a corporation incorporated under the Canadian Business Corporation Act dated November 13, 2001.Part C NoneSchedule 4.12 Environmental ComplianceConsent Agreement and Final Order regarding Califone International Inc. and the United States Environmental Protection Agency regarding listing ofantimicrobial agents in the production of headphones. Docket No. FIFRA-09-2010-0002 a copy of which has been provided to the Administrative Agent.Schedule 4.14(a) – Owned and Leased Real EstatePart AOwned PropertySalina, Kansas Distribution Center owned by School Specialty, Inc. Address: 3525 S. Ninth Street Salina, KS 67401Leased Property101 Almgren Drive, Agawam, MA 010013825 S Willow Avenue, Fresno, CA 93722W6316 Design Drive, Greenville, WI 549421156 Four Star Drive, Mount Joy, PA 17552100 Paragon Parkway, Mansfield, OH 44903625 Mount Auburn Street, Cambridge, MA80 Northwest Boulevard, Nashua, NH 030633031 Industry Drive, Lancaster, PA 176031145 Arroyo Avenue, San Fernando, CA 913403175 Northwoods Parkway, Norcross, GA 300711845 North Airport Road, Fremont, NE 680262000 Kentucky Street, Bellingham, WA 98226400 Sequoia Drive, Bellingham, WA 98226438 Camino Del Rio South, San Diego, CA 92108109 W. Commercial Street, East Rochester, NY 144452007 – 2019 Iowa Street, Bellingham, WA 98226555 Legget Drive, Ottawa, Ontario K2K 2X3 (AutoSkill)6800 Cote de Liesje Saint Lavrent, Quebec H4T 2A7 (Select)20230 64 Avenue, Langley, British Columbia V2Y IN3 (Premier Select Agendas, Ltd.)thPart B625 Mount Auburn Street, Cambridge, MALease executed May 1, 2003 by and between Prospectus, LLC, and Delta Education, LLC, a Delaware Limited Liability Company.First lease extension by and between Prospectus, LLC, and Delta Education, LLC, a Delaware Limited Liability Company.Amendment to Lease executed as of the 12 day of September, 2007 by and between KBS realty Advisors, LLC and Delta Education, LLC.Second Amendment to Lease made and effective as of the 6 day of August, 2012 by and between 625 Mount Auburn Street, L.L.C. and Delta Education,LLC80 Northwest Boulevard, Nashua, NHSublease is made and entered into as of the 9 day of August, 2001, by and between Delta Education, Inc. (Sub-landlord) and Delta Education, LLC(Subtenant).Lease agreement dated as of June 4, 1998 between CRICNASH-NH Trust, a Delaware business trust, and Delta Education Inc., a New Hampshirecorporation.1845 North Airport Road, Fremont, NEThird Amendment to lease made and effective as of the 20 day of December, 2010 by and between Roger D. Pannier and Pamela S. Pannier and SchoolSpecialty, Inc., a Wisconsin Corporation.Second Amendment to Lease made and effective as of the 7 day of May, 2007 by and between Roger D. Pannier and Pamela S. Pannier and School Specialty,Inc., a Wisconsin corporation.First Amendment to Lease effective as of the 1 day of May, 2007 to amend the Lease to document that the rental rates under the First Extension Term areeffective July 1, 2007 even though the actual First Extension Term does not begin until July 1, 2008.Lease Agreement of Lease made and effective as of the 1 day of July, 2003 by and between Roger D. Pannier and Pamela S. Pannier and School Specialty,Inc., a Wisconsin corporation.Lease Agreement made this 30 day of June, 1998 by and between Roger D. Pannier and Pamela S. Pannier, husband and wife, and School Specialty, Inc., aDelaware Corporation.438 Camino Del Rio South, San Diego, CA 92108Amendment to Lease dated October 28, 2002 between United Hansel Inc. and School Specialty Inc. (SPARK).thththththststthAmendment to Lease dated October 28, 2002 between United Hansel, Inc., and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated.Amendment to Lease dated October 28, 2002 between United Hansel, Inc., and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated.Amendment to Lease dated October 28, 2002 between United Hansel, Inc., and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated.Amendment to Lease dated October 28, 2002 between United Hansel, Inc., and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated.Amendment to Lease dated October 28, 2002 between United Hansel, Inc., and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated.Lease between United Hansel, Inc., a California corporation and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated October 28,2002.3825 S. Willow Ave., Fresno CA 93722.Amendment to Lease dated December 5, 2008 by and between School Specialty, Inc. as Tenant and JBPops, LP as successor to One-Eight Investments, Inc.as Landlord.Lease Agreement entered into on July 20, 1999 by and between School Specialty, Inc. as Tenant and One-Eight Investments, Inc. as Landlord.101 Almgren Dr., Agawam, MA 01001The property was sublet in its entirety by School Specialty, Inc. under a Sublease entered into on December 31, 2004 by and between Vaupell Holdings, Inc. asSublessee and School Specialty, Inc. as Sublessor.The interest of the Landlord was assigned to Four Cities Partners, Ltd. on November 21, 2001.Lease Agreement entered into on November 3, 2000 by and between School Specialty, Inc., as Tenant and Agawam SSI, L.L.C. as Landlord.100 Paragon Parkway, Mansfield, OH 44903Amendments by Lustbader-Ruskin Investments, the Lessor and School Specialty, Inc. the Lessee on June 6, 2008 and on October 31, 2008.The Lessor’s sole member interest was assigned from Mesirow Realty Sale-Leaseback, Inc. to Lustbader-Ruskin Investments on January 11, 2002.Lease Agreement entered into on November 3, 2000 by and between School Specialty, Inc. as Lessee and SSI Mansfield, L.L.C. as Lessor.3175 Northwoods Parkway, Norcross, GA 30071Lease Agreement entered into November 2, 2009, by and between Northwoods Investors, LLC, A Delaware Limited Liability Company as Landlord andSchool Specialty, Inc., a Wisconsin corporation.3031 Industry Drive, Lancaster, PA 17601Revised summary sheet dated September 13, 2007. This revised summary sheet cancels the previous summary sheet for the period of January 1, 2003 thruDecember 31, 2007.Revised summary sheet dated September 22, 2003. This revised summary sheet cancels the previous summary sheet for the period of January 1, 1998 thruDecember 31, 2002.Lease Agreement entered into January 1, 2003, by and between Benjamin H. Herr a & Elizabeth B. Herr, as Landlord and Childcraft Education Corp., asTenant.Revised summary sheet dated October 26, 2012. Revised summary sheet cancels and replaces the previously effective summary sheet.W6316 Design Drive, Greenville, WI 54942Amendment entered into on February 12, 2007 by and between School Specialty, Inc. as Tenant and Calumet Village Partners, LLP as Landlord.Amendment entered into on May 15, 2001. This amendment assigned the Landlord’s interest to Calumet Village Partners, LLP. This amendment was enteredinto by and between School Specialty, Inc. as Tenant and Calumet Village Partners, LLP as Landlord.Lease Agreement entered into on December 2000 by and between School Specialty, Inc., as Tenant and Stephen A. Winter and Teresa E. Winter as Landlord.1156 Four Star Drive, Mount Joy, PA 17552Amendment entered into on April 30, 2004 by and between Redcay Industrial Development, III, LLC, a Pennsylvania Limited Liability Company, as Landlordand School Specialty, Inc., a Wisconsin corporation as Tenant.Lease entered into on April 9, 2004 by and between Redcay Industrial Development, III, LLC, a Pennsylvania Limited Liability Company, as Landlord andSchool Specialty, Inc., a Wisconsin corporation as Tenant.1145 Arroyo Avenue, San Fernando, CA 91340Amendment entered into April 5, 2012, by and between CPF SAN FERNANDO, LLC, a Delaware Limited Liability Company as Landlord and SchoolSpecialty, Inc. a Wisconsin corporation and Califone International, Inc., a Delaware corporation collectively the Tenant.Lease entered into June 25, 2005, by and between CPF SAN FERNANDO, LLC, a Delaware Limited Liability Company as Landlord and School Specialty,Inc. a Wisconsin corporation and Califone International, Inc., a Delaware corporation collectively the Tenant.Second Amendment entered into July 31, 2012 by and between CPF SAN FERNANDO, LLC, a Delaware Limited Liability Company as Landlord andSchool Specialty, Inc. a Wisconsin corporation and Califone International, Inc., a Delaware corporation collectively the Tenant.400 Sequoia Drive, Bellingham, WA 98226Amendment entered into November 1, 2008, by and between COMCAST of Washington IV, Inc. as Sub-landlord and Premier Agendas, Inc. as Sub-tenant.Amendment entered into June 11, 2007, by and between COMCAST of Washington IV, Inc. f/k/a TCI CABLEVISION of Washington, Inc. as Sub-landlordand Premier Agendas, Inc. as Sub-tenant.Amendment entered into March 22, 2005, by and between COMCAST of Washington IV, Inc. f/k/a TCI CABLEVISION of Washington, Inc. as Sub-landlord and Premier Agendas, Inc. as Sub-tenant.Sublease entered into June 4, 2002, by and between TCI CABLEVISION of Washington, Inc. as Sub-landlord and Premier Agendas, Inc. as Sub-tenant.2000 Kentucky Street, Bellingham, WA 98226Lease Extension Agreement entered into January 19, 2011, by and between The Harvey Partnership, a Washington partnership, as Lessor and PremierAgendas, Inc. d/b/a Premier Graphics as Lessee.Lease entered into April 2, 1996, by and between The Harvey Partnership, a Washington partnership, as Lessor and Premier Agendas, Inc. d/b/a PremierGraphics as Lessee.Schedule 4.14(b) – Lease DefaultsPart ANonePart BNoneSchedule 4.14(c) – Eligible Inventory Locations3825 S Willow Avenue, Fresno, CA 93722W6316 Design Drive, Greenville, WI 549421156 Four Star Drive, Mount Joy, PA 17552100 Paragon Parkway, Mansfield, OH 4490380 Northwest Boulevard, Nashua, NH 030633525 South Ninth Street, Salina, KS 674013031 Industry Drive, Lancaster, PA 176031145 Arroyo Ave, San Fernando, CA1845 N. Airport, Fremont, NE 680262000 Kentucky St., Bellingham, WA 982262007 - 2019 Iowa Street, Bellingham, WA 98226400 Sequoia Drive, Suite 200, Bellingham, WA 98226625 Mount Auburn St., Cambridge, MA438 Camino Del Rio South, San Diego, CA 92108Inventory held by Processors and Agents222 Tappan Drive, Mansfield, OH 449061000 Stricker Road, Mount Joy, PA 1755260 Grumbacher Road, York, PA 17406Archway NM, 1600 First Street NW, Albuquerque, NM 87102Archway Southwest, 600 Freeport Parkway, Coppell, TX 75019Educators Book Depository of AR, 6700 Sloane Drive, Little Rock, AR 72206Florida School Book Depository, 1125 North Ellis Road, Jacksonville, FL 32254Mountain State Schoolbook Depository, PO Box 160250, Clearfield, UT 84016Northwest Textbook Depository, PO Box 5608, Portland, OR 97228Archway Oklahoma, 5600 SW 36 Street, Oklahoma City, OK 73179Professional Book Distributors, 3280 Summit Ridge, Duluth, GA 30096thRL Bryan Company, 301 Greystone Boulevard, Columbia, SC 29210School Book Supply Co of LA, 9380 Ashland Road, Gonzales, LATennessee Book Company, 1550 Heil Quaker Boulevard, LaVergne, TN 37086The James & Law Company, 217 West Main Street, Clarksburg, WV 26302Smart Warehousing, 9850 Industrial Boulevard, Lexena, KS 66215Farmington Public Schools, 32789 West Ten Mile Road, Farmington, MI 48336Royal Seating Corporation, 1110 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation, 1201 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation, V-Building, 600 South Rusk, Cameron, TX 76520Royal Seating Corporation, W-Building, 409 South Karnes, Cameron, TX 76520Royal Seating Corporation, X-Building, 1050 Dossett Street, Cameron, TX 76520Royal Seating Corporation, Y-Building, 659 South Bowie Ave., Cameron, TX 76520Royal Seating Corporation, Z-Building, 620 South Bowie Ave., Cameron, TX 76520Cargo Zone LLC 6200 North 16th Street, Omaha, NE 68110TAYLOR TEXAS FACILITY:1103 NW Carlos Parker Blvd.Taylor, TX 76574Property Owner:Taylor CPB Property LLC3500 W 75th St, Suite 200Prairie Creek, KS 66208Lessor:Pan Pacific Sourcing, LLC481 Great Plain Ave.Needham, MA 02492-3728Print Partner locationsPremier Print Partner PlantsCDS2661 S. Pacific Hwy.Medford, OR 97501AndDock #32603 S. Pacific HwyMedford, OR 97501Heuss Printing, Inc.903 North 2nd StreetAmes, IA 50010LewisColor30 Joe Kennedy BlvdStatesboro, GA 30458Pioneer GraphicsPO Box 2516Waterloo, IA 50704316 W.5th StreetWaterloo, IA 50701Premier Impressions194 Woolverton Rd.Grimsby ON L3M 4E7CanadaPremier PrintingOne Beghin AveWinnipeg, MB R2J 3X5PrintComm2929 Davison Rd.Flint, MI 48506Printing Enterprises1411 First Avenue NWNew Brighton, MN 55112Sentinel Printing250 North Highway 10St. Cloud, MN 56304Spangler Graphics2930 and 2950 South 44th StreetKansas City, KS 66106Walsworth Publishing Co306 North Kansas AvenueMarceline, MO 64658Schedule 4.15 – Deposit Accounts and Securities AccountsUS Accounts Owner Type of Account Bank School Specialty, Inc. Operating JPMorgan Chase * School Specialty, Inc. SFD Credit Cards JPMorgan Chase School Specialty, Inc. Disbursement-Payables JPMorgan Chase Bird in Hand Disbursement JPMorgan Chase School Specialty, Inc. Payroll JPMorgan Chase Califone Disbursement-Payables JPMorgan Chase School Specialty, Inc. Disbursement-PPO JPMorgan Chase School Specialty, Inc. Flex Spending JPMorgan Chase School Specialty, Inc. (d/b/a SPARK) Working Fund JPMorgan Chase Califone Credit Card Depository JPMorgan Chase Delta Education Credit Card Depository JPMorgan Chase School Specialty, Inc. (d/b/a Educational Publishing Service) Credit Card Depository JPMorgan Chase School Specialty, Inc. (d/b/a Educational Publishing Service) Disbursement-Payables JPMorgan Chase School Specialty, Inc. School Specialty/LB Depositary JPMorgan Chase *School Specialty, Inc. Lockbox JPMorgan Chase *School Specialty, Inc. Lockbox JPMorgan Chase *School Specialty, Inc. Lockbox JPMorgan Chase *Califone International, Inc. Lockbox JPMorgan Chase *School Specialty, Inc. Disbursement-Payables JPMorgan Chase School Specialty, Inc. Credit Card Depository JPMorgan Chase School Specialty, Inc. E-Tail Depository Account JPMorgan Chase Premier Agendas, Inc. Depository JPMorgan Chase *Califone International, Inc. Depository Wells Fargo Bank * School Specialty, Inc. Depository JPMorgan Chase *School Specialty, Inc. Concentration JPMorgan Chase *School Specialty, Inc. Depository Comerica **School Specialty, Inc. Depository JPMorgan Chase **School Specialty, Inc. Depository Bank of America ** *Control agreements in effect for these accounts**Accounts which are utilized to collateralize letters of credit. It is assumed that these will be eventually replaced with a Wells Fargo account andcorresponding letters of credit.JPMorgan Chase10 S Dearborn Chicago, IL 60603Gina Sorci (312) 732-2029Bank of America112 East Holly StreetBellingham, WA 98225(360) 676-2816Wells Fargo Bank21255 Burbank Blvd., Suite 110Woodland Hills, CA 91367Peggy Knox (818) 595-3961Canadian Accounts Owner Type of Account BankPremier School Agendas, Ltd. Operating Account JPMorgan ChasePremier School Agendas, Ltd. Lockbox Depository JPMorgan ChasePremier School Agendas, Ltd. Operating Account JPMorgan ChasePremier School Agendas, Ltd. Disbursement-Payables JPMorgan ChasePremier School Agendas, Ltd. Credit Card Depository JPMorgan ChasePremier School Agendas, Ltd. Operating Account JPMorgan ChasePremier School Agendas, Ltd. Operating Account JPMorgan ChaseSchool Specialty, Inc. Lockbox and Disbursements JPMorgan ChaseSchool Specialty, Inc. Credit Card Depository JPMorgan ChaseJPMorgan Chase10 S DearbornChicago, IL 60603Gina Sorci (312) 732-2029Schedule 4.16A – Labor Complaints, Etc.NoneSchedule 4.16B – Union MattersNoneSchedule 4.17 – Relevant JurisdictionsFiling Jurisdictions:School Specialty, Inc. – WisconsinChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other locations3825 S. Willow AvenueFresno, CA 937221156 Four Star Dr.Mount Joy, PA 17552100 Paragon PkwyMansfield, OH 449033175 Northwoods ParkwayNorcross, GA 30071438 Camino Del Rio SouthSan Diego, CA 92108625 Mount Auburn StCambridge, MAPremier Agendas, Inc. – WashingtonChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other locations2000 Kentucky St.Bellingham, WA 982262007 - 2019 Iowa StreetBellingham, WA 98226400 Sequoia Drive, Suite 200Bellingham, WA 982261845 N. AirportFremont, NE 68026Delta Education, LLC - DelawareChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other locations80 Northwest BlvdNashua, NH 03063109 W. Commercial St.East Rochester, NY 14445Sportime, LLC - DelawareChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Childcraft Education Corp. – New YorkChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Sax Arts & Crafts, Inc. – DelawareChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Bird-In-Hand Woodworks, Inc. – New JerseyChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other location3031 Industry DriveLancaster, PA 17603Califone International, Inc. – DelawareChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other location1145 Arroyo AveSan Fernando, CAClassroomDirect.com, LLC – DelawareChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other locationNoneFrey Scientific, Inc. – DelawareChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other locationNoneSelect Agendas, Corp. – Nova ScotiaChief Executive Office and office of books, records and senior management6800 Chemin de la Cote-de-LiesseSt-Laurent, Quebec H4T 2A7Other locationNonePremier School Agendas, Ltd. –Chief Executive Office and office of books, records and senior management20230 64 AvenueLangley, BC V2Y-1N3Other locationNonethSCHEDULE 4.18toCREDIT AGREEMENT (BAYSIDE)Patents Title Country App. No. FilingDate Pat. No. IssueDate Status Bus. Unit / OwnerBIN AND BAY SHELVING AND STORAGE UNIT United States D437,706 02/20/01 Granted Childcraft Education CorpDUAL SURface BALL United States 29/151,190 10/22/01 D478367 08/12/03 Granted School Specialty, Inc.ART TABLE United States 10/068,439 02/05/02 6694893 02/24/04 Granted Childcraft Education CorpCOAT RACK AND STORAGE UNIT United States D436,263 01/16/01 Granted Childcraft Education CorpROLLING BIN United States D423,171 04/18/00 Granted Childcraft Education CorpART TABLE United States D423,254 04/25/00 Granted Childcraft Education CorpROOM DIVIDER United States D423,825 05/02/00 Granted Childcraft Education CorpHANDLES IN A PAIR OF SWINGING DOORS United States D429,097 08/08/00 Granted Childcraft Education CorpTOY REFRIGERATOR HAVING AN ACTIVITY SURface United States 09/479,004 01/07/00 6171173 01/09/01 Granted Childcraft Education CorpMETHOD OF TEACHING READING (ii) United States 11/511,473 08/29/06 Published School Specialty, Inc.CORNER MOULDING AND IMPROVED CORNERCONSTRUCTION United States 09/263,751 03/05/99 6352382 03/05/02 Granted Childcraft Education CorpCHAIR United States D470,320 02/18/03 Granted Childcraft Education CorpCHAIR United States D471,730 03/18/03 Granted Childcraft Education CorpTitle Country App. No. FilingDate Pat. No. IssueDate Status Bus. Unit / OwnerMETHOD OF TEACHING READING United States 09/726,550 12/01/00 6544039 04/08/03 Granted School Specialty, Inc.METHOD OF TEACHING READING Canada 12/01/00 2327241 06/10/08 Granted School Specialty, Inc.EDUCATIONAL GAME United States 29/241,872 11/01/05 D538,856 03/20/07 Granted School Specialty, Inc.TRAINING DEVICE United States 29/240,540 10/14/05 D537,119 02/20/07 Granted Sportime, LLCTRAINING DEVICE United States 11/365,973 03/01/06 7618358 11/17/09 Granted Sportime, LLCCORNER MOULDING AND IMPROVED CORNERCONSTRUCTION United States 09/263,751 03/05/99 6176637 01/23/01 Granted Childcraft Education CorpUnited States Trademarks Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing Date1ST & Design Premier Agendas, Inc. Registered 1753883 23-Feb-1993 610 Califone International, Inc. Registered 4091042 85/354,375 24-Jan-2012 23-Jun-2011ABC Childcraft Education Corp Registered 3264692 78/922,715 17-Jul-2007 05-Jul-2006ABC School Specialty, Inc. Pending 85/739,308 26-Sep-2012ABC School Specialty, Inc. Pending 85/744,810 03-Oct-2012ABC School Specialty, Inc. Pending 85/752,878 12-Oct-2012ABC School Specialty, Inc. Pending 85/758,695 19-Oct-2012ABC School Specialty, Inc. Pending 85/764,916 26-Oct-2012ABC SCHOOL SUPPLY Childcraft Education Corp Registered 2298368 07-Dec-1999 ABC WHERE EDUCATION MEETS IMAGINATION andDesign Childcraft Education Corp Registered 2338224 04-Apr-2000 ABILITATIONS Sportime, LLC Registered 1741976 74/265,815 22-Dec-1992 15-Apr-1992ACADEMY OF MATH School Specialty, Inc. Registered 2757555 78/107,494 26-Aug-2003 07-Feb-2002ACADEMY OF READING Registered 2713411 76/433,433 06-May-2003 23-Jul-2002AGENDA MATE Premier Agendas, Inc. Registered 2161267 02-Jun-1998 AUTOSKILL School Specialty, Inc. Pending 85/440,105 05-Oct-2011AUTOSKILL School Specialty, Inc. Registered 2501650 76/018,479 30-Oct-2001 05-Apr-2000AV2 Califone International, Inc. Registered 4,222,827 85/351,692 09-Oct-2012 21-Jun-2011B THE SPEECH BIN & Design Sportime, LLC Registered 1542482 06-Jun-1989 BASE TEN FRIES Delta Education, LLC Registered 2343563 18-Apr-2000 Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateBECAUSE CHILDREN LEARN BY DOING Delta Education, LLC Registered 1907146 25-Jul-1995 BECKLEY CARDY & Design School Specialty, Inc. Registered 3444300 77/262,873 10-Jun-2008 23-Aug-2007BIRD-IN-HAND Childcraft Education Corp Registered 3954275 85/115,820 03-May-2011 25-Aug-2010BIRD-IN-HAND and Design Childcraft Education Corp Registered 3954276 85/115,823 03-May-2011 25-Aug-2010BRODHEAD GARRETT School Specialty, Inc. Registered 2393549 75/843,310 10-Oct-2000 08-Nov-1999CALIFONE Califone International, Inc. Registered 4137682 85/254,328 08-May-2012 01-Mar-2011CALIFONE Califone International, Inc. Registered 2130349 20-Jan-1998 CALIFONE Califone International, Inc. Registered 1186512 19-Jan-1982 CALIFONE & Design Califone International, Inc. Registered 582612 24-Nov-1953 CATCH BALL and Design Sportime, LLC Registered 1836922 74/278,480 17-May-1994 26-May-1992CATT School Specialty, Inc. Pending 85/600,067 17-Apr-2012CELL-U-LAR RUBBER TECHNOLOGY (Stylized) Sportime, LLC Registered 2986067 78/134,349 16-Aug-2005 10-Jun-2002CHILDCRAFT Childcraft Education Corp Registered 712499 72/091,591 14-Mar-1961 25-Feb-1960CHILDCRAFT Childcraft Education Corp Registered 2006367 75/026,995 08-Oct-1996 04-Dec-1995CHIME TIME Sportime, LLC Registered 1737386 74/265,816 01-Dec-1992 15-Apr-1992CLAIMS TO FAME School Specialty, Inc. Registered 2434267 06-Mar-2001 CLASSROOM DIRECT Classroom Direct.com LLC Registered 2795089 16-Dec-2003 CLASSROOM SELECT School Specialty, Inc. Registered 3162946 75/811,427 24-Oct-2006 28-Sep-1999CLASSROOM SELECT & Design School Specialty, Inc. Registered 3350057 78/846,980 04-Dec-2007 27-Mar-2006CLASSROOM SELECT (stacked) School Specialty, Inc. Registered 4091699 85/033,268 24-Jan-2012 07-May-2010CLASSROOMDIRECT.COM Classroom Direct.com LLC Registered 3685902 77/686,524 22-Sep-2009 09-Mar-2009CVB CONTENT - AREA VOCABULARY BUILDER School Specialty, Inc. Published 85/053,659 03-Jun-2010Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateCVB CONTENT - AREA VOCABULARY BUILDER School Specialty, Inc. Registered 4140407 85/976,429 08-May-2012 13-Feb-2012DECIMAL DOG Delta Education, LLC Registered 2368405 18-Jul-2000 DECIMAL DOG Delta Education, LLC Registered 2837853 04-May-2004 DELTA CIRCUITWORKS Delta Education, LLC Registered 2923833 01-Feb-2005 DELTA EDUCATION Delta Education, LLC Registered 2812356 10-Feb-2004 DELTA EDUCATION & Design Delta Education, LLC Registered 2374672 08-Aug-2000 DELTA EDUCATION & Design Delta Education, LLC Registered 2343043 18-Apr-2000 DELTA EDUCATION & Design Delta Education, LLC Registered 3797720 78/949,706 01-Jun-2010 10-Aug-2006DELTA EDUCATION SCIS 3 & Design Delta Education, LLC Registered 1783147 20-Jul-1993 DELTA SCIENCE CONTENT READERS Delta Education, LLC Registered 3706026 77/374,898 03-Nov-2009 18-Jan-2008DELTA SCIENCE FIRST READERS Delta Education, LLC Registered 3063278 78/579,490 28-Feb-2006 03-Mar-2005DELTA SCIENCE MODULE Delta Education, LLC Registered 2844301 25-May-2004 DELTA SCIENCE READERS Delta Education, LLC Registered 3229760 78/909,268 17-Apr-2007 15-Jun-2006DELTA SCIENCE RESOURCE SERVICE Delta Education, LLC Registered 3835810 77/624,467 17-Aug-2010 02-Dec-2008DIAL-A-DIGIT Delta Education, LLC Registered 2458617 05-Jun-2001 DIAL-A-DOLLAR Delta Education, LLC Registered 2458616 05-Jun-2001 DIAL-A-FRACTION Delta Education, LLC Registered 2462810 19-Jun-2001 DIAL-A-PATTERN Delta Education, LLC Registered 2509886 20-Nov-2001 DIAL-A-TIME Delta Education, LLC Registered 2456424 29-May-2001 DIAL-A-TRIAL Delta Education, LLC Registered 2509888 20-Nov-2001 DIAL-A-VOLUME Delta Education, LLC Registered 2509887 20-Nov-2001 Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateDISCOVER AGENDA Premier Agendas, Inc. Registered 2722431 03-Jun-2003 DISCOVERY Califone International, Inc. Registered 4091043 85/354,379 24-Jan-2012 23-Jun-2011DOTCAR Delta Education, LLC Registered 3100515 78/628,430 06-Jun-2006 12-May-2005DSM THIRD EDITION Delta Education, LLC Pending 85/352,961 22-Jun-2011EDUCATION ESSENTIALS School Specialty, Inc. Registered 3033079 78/402,586 20-Dec-2005 15-Apr-2004EDUCATORS PUBLISHING SERVICE School Specialty, Inc. Registered 2988601 76/575,452 30-Aug-2005 17-Feb-2004EPS School Specialty, Inc. Registered 3813140 77/783,358 06-Jul-2010 17-Jul-2009EPS School Specialty, Inc. Registered 3798641 77/782,872 08-Jun-2010 16-Jul-2009EPS School Specialty, Inc. Registered 2287995 19-Oct-1999 EPS School Specialty, Inc. Registered 2292730 16-Nov-1999 EPS & Design School Specialty, Inc. Registered 3039679 76/621,988 10-Jan-2006 22-Nov-2004EPS & Design School Specialty, Inc. Registered 2281714 28-Sep-1999 EPS -CL16 School Specialty, Inc. Registered 2279489 21-Sep-1999 EPS PHONICS PLUS School Specialty, Inc. Registered 3218947 78/722,904 13-Mar-2007 29-Sep-2005EXPLODE THE CODE School Specialty, Inc. Registered 2276181 07-Sep-1999 EXPLORER Califone International, Inc. Registered 4091044 85/354,386 24-Jan-2012 23-Jun-2011FAST FOOD FOR THOUGHT Delta Education, LLC Registered 1877608 07-Feb-1995 FRACTION BURGER Delta Education, LLC Registered 2755799 26-Aug-2003 FRACTIONOES Delta Education, LLC Registered 2462811 19-Jun-2001 FREY CHOICE School Specialty, Inc. Registered 3842515 77/704,182 31-Aug-2010 01-Apr-2009FREY SCIENTIFIC School Specialty, Inc. Registered 2393552 75/843,889 10-Oct-2000 08-Nov-1999FREY SECURE School Specialty, Inc. Registered 3842513 77/704,177 31-Aug-2010 01-Apr-2009FREY SELECT School Specialty, Inc. Registered 3842514 77/704,180 31-Aug-2010 01-Apr-2009GETTING STARTED WITH MANIPULATIVES (Stylized) Delta Education, LLC Registered 3010435 76/613,053 01-Nov-2005 20-Sep-2004Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateGO WORKBOOK Premier Agendas, Inc. Registered 3117882 78/277,792 18-Jul-2006 23-Jul-2003GOT IT! Califone International, Inc. Registered 3755877 77/632,278 02-Mar-2010 12-Dec-2008HELPING EDUCATORS ENGAGE AND INSPIRESTUDENTS OF ALL AGES AND ABILITIES TO LEARN School Specialty, Inc. Registered 3652327 77/464,756 07-Jul-2009 02-May-2008HEXAGONOES Delta Education, LLC Registered 3475563 77/339,063 29-Jul-2008 28-Nov-2007HUSH BUDDY Califone International, Inc. Published 85/389,616 04-Aug-2011IF I PLAN TO LEARN, I MUST LEARN TO PLAN Premier Agendas, Inc. Registered 2120484 75/099,048 09-Dec-1997 06-Mar-1996INCOMMAND Premier Agendas, Inc. Pending 85/627,761 17-May-2012INCOMMAND PRO Premier Agendas, Inc. Pending 85/627,763 17-May-2012INQUIRY INVESTIGATIONS Delta Education, LLC Registered 4109628 85/078,862 06-Mar-2012 06-Jul-2010INTEGRATIONS Sportime, LLC Registered 2793125 78/154,693 09-Dec-2003 15-Aug-2002JOURNEY TO SUCCESS Premier Agendas, Inc. Registered 4094352 85/082,650 31-Jan-2012 12-Jul-2010KORNERS FOR KIDS Childcraft Education Corp Registered 1933650 07-Nov-1995 LEARNING OUTLET School Specialty, Inc. Registered 4089263 85/327,528 17-Jan-2012 23-May-2011LITERACY LEADERS School Specialty, Inc. Registered 3423913 77/191,219 06-May-2008 26-May-2007MAGNASTIKS (Stylized) Childcraft Education Corp Registered 1272927 73/413,192 03-Apr-1984 18-Jan-1983MAGTILES School Specialty, Inc. Registered 3550881 77/149,992 23-Dec-2008 05-Apr-2007MAKE IT A RULE TO PLAN Premier Agendas, Inc. Registered 2118995 75/100,716 09-Dec-1997 08-May-1996MAKE TODAY COUNT School Specialty, Inc. Registered 2279483 21-Sep-1999 MAKING CONNECTIONS School Specialty, Inc. Registered 3218948 78/722,907 13-Mar-2007 29-Sep-2005MATH IN A NUTSHELL Delta Education, LLC Registered 2458341 05-Jun-2001 MATH TUNE-UPS Delta Education, LLC Registered 2605461 06-Aug-2002 Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateNATURE'S IMPRESSIONS School Specialty, Inc. Registered 3646434 77/598,303 30-Jun-2009 22-Oct-2008NEO/BLOOD Delta Education, LLC Registered 2552466 26-Mar-2002 NEO/LAB Delta Education, LLC Registered 2460125 12-Jun-2001 NEO/RESOURCE Delta Education, LLC Registered 2451571 15-May-2001 NEO/SCI Delta Education, LLC Registered 3696397 77/291,723 13-Oct-2009 28-Sep-2007NEO/SLIDE Delta Education, LLC Registered 2451570 15-May-2001 ODYSSEY Califone International, Inc. Pending 85/354,383 23-Jun-2011OLIVIA OWL Premier Agendas, Inc. Registered 2120485 75/099,520 09-Dec-1997 06-May-1996ONTRAC Premier Agendas, Inc. Registered 3842377 77/648,035 31-Aug-2010 13-Jan-2009ONTRAC Premier Agendas, Inc. Registered 3793647 77/369,947 25-May-2010 11-Jan-2008OTMP Premier Agendas, Inc. Pending 85/767,880 31-Oct-2012PATH DRIVER School Specialty, Inc. Pending 85/654,564 18-Jun-2012PATH DRIVER FOR MATH School Specialty, Inc. Pending 85/566,908 12-Mar-2012PATH DRIVER FOR MATH USE DATA TO DRIVE A PATHTO SUCCESS Logo School Specialty, Inc. Pending 85/655,326 19-Jun-2012PATH DRIVER FOR READING School Specialty, Inc. Pending 85/566,906 12-Mar-2012PATH DRIVER FOR READING USE DATA TO DRIVE APATH TO SUCCESS Logo School Specialty, Inc. Pending 85/655,328 19-Jun-2012PHYSIO-ROLL and Design Sportime, LLC Registered 1766015 74/306,216 20-Apr-1993 21-Aug-1992PORTFOLIO School Specialty, Inc. Registered 4016804 85/036,884 23-Aug-2011 12-May-2010PREMIER GO PROGRAM Premier Agendas, Inc. Registered 3117874 78/262,399 18-Jul-2006 13-Jun-2003PREMIER OTMP Premier Agendas, Inc. Pending 85/767,883 31-Oct-2012PREMIER OTMP CURRICULUM Premier Agendas, Inc. Pending 85/767,887 31-Oct-2012Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DatePREMIER OTMP PROGRAM Premier Agendas, Inc. Pending 85/767,886 31-Oct-2012PREMIER OTMP SKILL-BUILDING PROGRAM Premier Agendas, Inc. Pending 85/767,889 31-Oct-2012PREMIERCAMPUS Premier Agendas, Inc. Registered 3695170 77/663,998 13-Oct-2009 05-Feb-2009PRIMARY PHONICS School Specialty, Inc. Registered 2325691 07-Mar-2000 PROJECTS BY DESIGN School Specialty, Inc. Registered 3852130 77/682,097 28-Sep-2010 03-Mar-2009RAG BALL & Design Sportime, LLC Registered 3548583 76/338,171 23-Dec-2008 15-Nov-2001RAISING RESPECT: TAKE A STAND AGAINSTBULLYING Premier Agendas, Inc. Pending 85/736,959 09-24-2012RAISING STUDENT ACHIEVEMENT School Specialty, Inc. Registered 4065748 85/152,081 06-Dec-2011 13-Oct-2010RAISING STUDENT ACHIEVEMENT Logo School Specialty, Inc. Registered 4065749 85/152,082 06-Dec-2011 13-Oct-2010RE-PRINT Classroom Direct.com LLC Registered 1793996 74/338,876 21-Sep-1993 10-Dec-1992S.P.I.R.E. (SPIRE) School Specialty, Inc. Registered 2048906 01-Apr-1997 SAX School Specialty, Inc. Registered 2257283 75/525,966 29-Jun-1999 27-Jul-1998SAX and Design School Specialty, Inc. Registered 3327134 78/795,166 30-Oct-2007 19-Jan-2006SCHOOL SMART School Specialty, Inc. Registered 3376477 78/630,773 29-Jan-2008 16-May-2005SCHOOL SMART & Design School Specialty, Inc. Registered 3735305 78/630,775 05-Jan-2010 16-May-2005SCHOOL SPECIALTY School Specialty, Inc. Registered 2086842 74/712,553 12-Aug-1997 08-Aug-1995SCHOOL SPECIALTY LITERACY AND INTERVENTION School Specialty, Inc. Registered 3965024 85/090,230 24-May-2011 22-Jul-2010SCHOOL SPECIALTY ONLINE (Design) School Specialty, Inc. Registered 3437742 78/628,899 27-May-2008 12-May-2005SCHOOL SPECIALTY THE POWER OF TEACHING. THEWONDERS OF LEARNING, & Design School Specialty, Inc. Registered 3007875 78/331,687 18-Oct-2005 21-Nov-2003Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateSCHOOL SPECIALTY WEXPLORE School Specialty, Inc. Registered 3926476 77/787,848 01-Mar-2011 23-Jul-2009SCIENCE IN A NUTSHELL Delta Education, LLC Registered 2370886 25-Jul-2000 SCIENCE VIEW Delta Education, LLC Registered 2502701 30-Oct-2001 SITTON SPELLING AND WORD SKILLS School Specialty, Inc. Registered 3617281 77/452,338 05-May-2009 18-Apr-2008SOUNDS SENSIBLE School Specialty, Inc. Registered 2163913 09-Jun-1998 SOUNDS SENSIBLE School Specialty, Inc. Registered 3381536 77/218,893 12-Feb-2008 29-Jun-2007SPELL CHECK School Specialty, Inc. Registered 2335381 75/648,445 28-Mar-2000 25-Feb-1999SPORDAS (STYLIZED) Sportime, LLC Registered 1955231 74/285,191 06-Feb-1996 16-Jun-1992SPORTIME Sportime, LLC Registered 1665914 74/100,635 26-Nov-1991 26-Sep-1990SPORTIME Sportime, LLC Registered 1085148 73/120,398 07-Feb-1978 25-Mar-1977SPORTIME and Design Sportime, LLC Registered 2498193 76/130,890 16-Oct-2001 19-Sep-2000TEACHERS' DISCOUNT School Specialty, Inc. Registered 4,213,822 85/549,307 25-Sep-2012 22-Feb-2012THE 101 Premier Agendas, Inc. Registered 4126207 85/091,113 10-Apr-2012 22-Jul-2010THE SPEECH BIN Sportime, LLC Registered 3205537 78/801,406 06-Feb-2007 27-Jan-2006TIMETRACKER Premier Agendas, Inc. Registered 3343824 78/682,790 27-Nov-2007 01-Aug-2005TOUCHPHONICS School Specialty, Inc. Registered 2465862 03-Jul-2001 TOUCH-UNITS School Specialty, Inc. Registered 3446159 77/149,991 10-Jun-2008 05-Apr-2007TRUE-FLOW Sax Arts & Crafts, Inc. Registered 1271755 73/378,143 27-Mar-1984 04-Aug-1982TUFF-GLIDE SYSTEM Childcraft Education Corp Registered 2792916 78/103,107 09-Dec-2003 16-Jan-2002UGO365 Premier Agendas, Inc. Registered 3935126 77/791,368 22-Mar-2011 28-Jul-2009UGO365 Premier Agendas, Inc. Registered 4,176,073 77/954,006 17-Jul-2012 09-Mar-2010ULTRA PLUS School Specialty, Inc. Registered 2730228 76/302,139 24-Jun-2003 20-Aug-2001VB-TRAINER Sportime, LLC Pending 85/663,797 28-Jun-2012VERSA TEMP Sax Arts & Crafts, Inc. Registered 1746677 74/263,859 19-Jan-1993 08-Apr-1992Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateVIC (MISCELLANEOUS DESIGN ONLY) School Specialty, Inc. Registered 3024505 78/331,716 06-Dec-2005 21-Nov-2003VOCABULARY FROM CLASSICAL ROOTS School Specialty, Inc. Registered 3618327 77/420,054 12-May-2009 12-Mar-2008VOCABULARY FROM CLASSICAL ROOTS School Specialty, Inc. Registered 3614545 77/355,324 05-May-2009 19-Dec-2007WEXPLORE School Specialty, Inc. Registered 3926477 77/787,852 01-Mar-2011 23-Jul-2009WHERE EDUCATION MEETS IMAGINATION Childcraft Education Corp Registered 2388545 19-Sep-2000 WHERE THE CHILD COMES FIRST Childcraft Education Corp Registered 4,273,401 85/555,103 8-Jan--2013 28-Feb-2012WORDLY WISE School Specialty, Inc. Registered 2278178 14-Sep-1999 WORDLY WISE 3000 School Specialty, Inc. Registered 3217686 78/879,989 13-Mar-2007 09-May-2006WORDS I USE WHEN I WRITE School Specialty, Inc. 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TX0007195180 4/14/2008CPO Science, a division of School Specialty Focus on Life Science Exam View Test Bank. TX0007127016 4/14/2008CPO Science, a division of School Specialty Focus on Life Science Investigation Manual. TX0007126275 4/14/2008CPO Science, a division of School Specialty Focus on Life Science Lesson Organizer. TX0007194967 4/14/2008CPO Science, a division of School Specialty Focus on Life Science Spanish Components CD. TX0007194972 4/14/2008CPO Science, a division of School Specialty Focus on Life Science Spanish Electronic Book. TX0007194963 4/14/2008CPO Science, a division of School Specialty Focus on Life Science Spanish InvestigationManual. TX0007127021 4/14/2008CPO Science, a division of School Specialty Focus on Life Science Spanish Student Text. TX0007126303 4/14/2008CPO Science, a division of School Specialty Focus on Life Science Student Text. TX0007126309 4/14/2008CPO Science, a division of School Specialty Focus on Life Science Teacher Guide. TX0007126320 4/14/2008CPO Science, a division of School Specialty Focus on Life Science Teacher Resource CD. TX0007195159 4/14/2008Claimant Title Reg. Number Reg. DateCPO Science, a division of School Specialty Focus on Physical Science Electronic Book. TX0007132093 4/14/2008CPO Science Focus on Physical Science Teaching Illustrations. TX0007162140 4/14/2008CPO Science, a division of Delta Education, LLC Foundations of physical science. TX0006191850 6/13/2005CPO Science, a division of School Specialty Foundations of Physical Science 3rd EditionInvestigation Manual. TX0007391167 4/20/2011CPO Science, a division of School Specialty Foundations of Physical Science 3rd EditionStudent Text Book. TX0007391170 4/20/2011CPO Science, a division of School Specialty Foundations of Physical Science 3rd EditionTeacher Guide. TX0007391173 4/20/2011CPO Science, a division of Delta Education, LLC Foundations of physical science blacklinemasters. 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TX0005653856 12/19/2002CPO Science, a division of Delta Education, LLC Foundations of physical science / Tom Hsu. TX0005659140 12/19/2002Claimant Title Reg. Number Reg. DateCPO Science Foundations of physical science with earth andspace science : blackline masters. TX0005817995 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science color teaching tools. TX0005872258 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science electronic book. TX0005872259 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science : Exam View Test Bank. TX0005817988 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science : skill and practice worksheets. 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TX0007388274 4/26/2011CPO Science, a division of School Specialty Foundations of Physics 2nd Edition TeacherResource CD. TX0007388430 4/26/2011CPO Science, a division of Delta Education, LLC Foundations of physics : electronic book. TX0006052070 6/6/2004Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Foundations of physics ExamView Test Bank. TX0005993630 6/6/2004CPO Science, a division of Delta Education, LLC Foundations of physics : investigations / TomHsu. TX0005913042 1/16/2004CPO Science, a division of Delta Education, LLC Foundations of physics : teacher's guide / TomHsu. TX0005994977 6/6/2004CPO Science, a division of Delta Education, LLC Foundations of physics / Tom Hsu. TX0005836561 8/19/2003CPO Science, a division of Delta Education, LLC Gears and levers : curriculum resource guide :gears levers and rotating machines. TX0005661280 12/19/2002CPO Science, a division of Delta Education, LLC Gravity drop : free fall and the gravity drop. 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TX0006166497 6/13/2005CPO Science, a division of Delta Education, LLC [Integrated science : an investigative approachexam view test bank] TX0006172772 6/13/2005CPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :Investigations. TX0006176273 6/13/2005CPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :teacher's guide. TX0006191851 6/13/2005Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :teachers support CD-ROM. TX0006166495 6/13/2005CPO Science, a division of Delta Education, LLC Introduction to earth and space science. TX0005866196 9/19/2003CPO Science, a division of Delta Education, LLC Introduction to Earth and space science :investigations. / Tom Hsu. TX0005817939 8/15/2003on text; CPO Science, division of Delta Education, LLC Introduction to Earth and space science / TomHsu. 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TX0006405650 6/28/2006Delta Education Delta Science Modules, Third Ed., DNA: FromGenes to Proteins Teacher’s Guide. TX0006898345 11/9/2007Delta Education Delta Science Modules, Third Ed., EarthMovements, At Home Folio. TX0006897073 12/7/2007Delta Education Delta Science Modules, Third Ed., EarthMovements, At Home Folio (Spanish Edition) TX0006897105 12/7/2007Delta Education Delta Science Modules, Third Ed., EarthMovements Science Notebook. TX0006898338 11/9/2007Delta Education Delta Science Modules, Third Ed., EarthMovements Science Notebook, Spanish EditionDelta Science Modules, Third Edition. TX0006898340 11/9/2007Delta Education Delta Science Modules, Third Ed., Food Chainsand Webs, At Home Folio. TX0006897058 12/7/2007Delta Education Delta Science Modules, Third Ed., Food Chainsand Webs, At Home Folio (Spanish Edition) TX0006897064 12/7/2007Claimant Title Reg. Number Reg. DateDelta Education Delta Science Modules, Third Ed., Food Chainsand Webs Science Notebook. 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TX0006898344 11/9/2007Delta Education Delta Science Reader, Food Chains and WebsReader, Spanish Edition. TX0006898327 11/9/2007Delta Education Delta Science Reader, Force and Motion Reader,Spanish Edition. TX0006898325 11/9/2007Delta Education, Inc. Detective lab : activity guide / by Delta Education; author, Richard Bollinger. TX0004406417 11/1/1996Delta Education, Inc. Detective lab : activity journal / by DeltaEducation ; author, Richard Bollinger. TX0004406416 11/1/1996Delta Education, LLC Dinosaurs and fossils. TX0005914416 2/10/2004Delta Education, LLC Discovery guide : body and senses : pre-K. TX0005699021 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Earth movements. TX0005913100 2/10/2004Delta Education, LLC Ecosystems : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866657 11/21/2003Delta Education, LLC Electrical circuits / [Sarah A. Maineri], seniorproject editor. TX0005748056 5/8/2003Delta Education Electrical circuits : teacher’s guide. TX0002384480 7/8/1988Delta Education, LLC Electrical circuits : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747210 5/9/2003Delta Education, Inc. Electromagnetism : activity guide / by DeltaEducation ; author, Sally Seehafer. TX0004406419 11/1/1996Delta Education Electromagnetism : teacher’s guide. TX0002384461 7/8/1988Delta Education, Inc. Energy & motion : activity guide / author, M. J.Lechner. TX0004410975 2/18/1997Delta Education, Inc. Energy & motion : activity journal. TX0004410976 2/18/1997Delta Education, LLC Energy sources : teacher’s guide / Herbert D.Thier, Robert C. Knott. TX0005877116 11/21/2003Delta Education, LLC Environments : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866659 11/21/2003Delta Education, LLC Finding the moon. TX0005748493 5/8/2003Delta Education, LLC Finding the Moon : teacher’s guide. TX0005792811 8/12/2003Delta Education Finding the moon : teacher’s guide / by GretchenM. Alexander. 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TX0002384463 7/8/1988Delta Education, LLC Life cycles : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005877115 11/21/2003Delta Education Looking at liquids : teacher’s guide. TX0002384458 7/8/1988Claimant Title Reg. Number Reg. DateDelta Education, Inc. Magnetic magic : activity journal / by DeltaEducation ; author, Richard Bollinger. TX0004406421 11/1/1996Delta Education, LLC Magnets. TX0005913097 2/10/2004Delta Education, LLC Material objects : teacher’s guide / Herbert D.Thier, Robert C. Knott. TX0005877114 11/21/2003Delta Education Measuring : teacher’s guide. TX0002384465 7/8/1988Delta Education Newton's toy box : teacher’s guide. TX0006403251 6/28/2006Delta Education, LLC Observing an aquarium. TX0005914421 2/10/2004Delta Education, LLC Observing an aquarium : teacher’s guide. TX0005914412 2/10/2004Delta Education Observing an aquarium : teacher’s guide / byDeighton K. Emmons, Jr. TX0002384471 7/8/1988Delta Education, LLC Oceans. 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TX0005914413 2/10/2004Delta Education Sound : teacher’s guide. TX0002384456 7/8/1988Delta Education, LLC Stages of matter : teacher’s guide. TX0005792812 8/12/2003Delta Education, LLC States of matter / [Sarah A. Maineri], seniorproject editor. TX0005748054 5/8/2003Delta Education States of matter : teacher’s guide / by MichaelWorosz. TX0002384464 7/8/1988Delta Education, LLC Sunshine and shadows. TX0005913093 2/10/2004Delta Education Sunshine and shadows : teacher’s guide. TX0002384477 7/8/1988Delta Education, LLC Using your senses / [Sarah A. Maineri], seniorproject editor. TX0005748059 5/8/2003Delta Education, LLc Using your senses : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747205 5/9/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Water cycle. TX0005914418 2/10/2004Delta Education, LLC Weather forecasting. TX0005699029 5/8/2003Delta Education Weather forecasting : teacher’s guide / by DeightonK. 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TX0004043757 2/27/1995Delta Education, Inc. Communities. TX0003593416 6/21/1993Delta Education, Inc. Communities : teacher’s guide, level 5 / Robert C.Knott, Herbert D. Thier. TX0003690485 9/30/1993Delta Education, Inc. Crystal creations : activity journal. TX0004406455 11/1/1996Claimant Title Reg. Number Reg. DateDelta Education, Inc. Delta Education, Inc., presents A feast of fractions/ a menu of activities prepared by Sally Palow,Kathleen Knoblock, Myra Kennedy ... [et al.] ;cover ill. Rose Lowry. TX0004406537 11/1/1996Delta Education, Inc. Delta game factory / Vicky L. Kouba. TX0004406544 2/19/1997Delta Education, Inc. Delta project cards--Colored solutions / William R.Brown, Edwin P. White. TX0000842525 10/26/1981Delta Education, Inc. Delta Volume Shake : teacher’s guide. TX0004409053 11/1/1996Delta Education, Inc. Dinosaur classification : teacher’s guide. TX0004440862 1/9/1997Delta Education, Inc. DNA--from genes to proteins : teacher’s guide /author, Betty B. Hoskins. TX0003845929 6/24/1994Delta Education, Inc. Earth, moon, and sun : teacher’s guide /author[s], John G. Radzilowicz, 1952-, and JanM. Derby ; ill. Nancy Schoefl. TX0004442655 1/9/1997Delta Education, Inc. Earth movements : DSM II teacher’s guide. TX0004441527 1/9/1997Delta Education, Inc. Earth processes : teacher’s guide. TX0004440864 1/9/1997Delta Education, Inc. Earthworms : Delta project cards / William R.Brown, Edwin P. White. TX0000957851 8/11/1982Delta Education, Inc. Ecosystems. TX0003593418 6/21/1993Delta Education, Inc. Ecosystems : SCIS 3, teacher’s guide, level 6 /Robert C. Knott, Herbert D. Thier. TX0003690482 9/30/1993Delta Education, Inc. Electrical circuits : teacher’s guide / editingEditorial Services Plus ; ill./art production NancySchoefl. TX0004440927 1/9/1997Delta Education, Inc. Electrical connections : activity guide. TX0004406463 11/1/1996Delta Education, Inc. Electrical connections : teacher’s guide / author,Bob Roth. TX0003830396 3/31/1994Delta Education, Inc. Electromagnetism activity journal. TX0004409099 11/1/1996Delta Education, Inc. Electromagnetism : teacher’s guide. TX0004043755 2/27/1995Claimant Title Reg. Number Reg. DateDelta Education, Inc. Energy sources. TX0003602059 6/21/1993Delta Education, Inc. Environments. TX0003593419 6/21/1993Delta Education, Inc. Environments : teacher’s guide, level 4 / Robert C.Knott, Herbert D. Thier. TX0003690484 9/30/1993Delta Education, Inc. Erosion : teacher’s guide. TX0004043756 2/27/1995Delta Education, Inc. Exploring geometry : intermediate. TX0003423266 11/16/1992Delta Education, Inc. Exploring geometry : primary. TX0003423267 11/16/1992Delta Education, Inc. Exploring number relationships : intermediate. TX0003423265 11/16/1992Delta Education, Inc. Exploring probability / Fredda J. Friederwitzer,Barbara Berman, Beth Forrester. TX0003423216 11/16/1992Delta Education, Inc. Exploring probability : primary / Vicky L.Kouba. TX0003423215 11/16/1992Delta Education, Inc. Fast food for thought : Delta base 10 fries :teacher’s guide / Carole Reesink. TX0003627597 6/25/1993Delta Education, Inc. Fast Food for Thought : Delta Demimal Dog :teacher’s guide. TX0003485171 2/16/1993Delta Education, Inc. Fast food for thought : Delta fraction burger :teacher’s guide / Carole Reesink and Linda Frost. TX0003627596 6/25/1993Delta Education, Inc. Finding the moon : teacher’s guide. TX0004440865 1/9/1997Delta Education, Inc. Food chains and webs : DSM II teacher’s guide. TX0004441526 1/9/1997Delta Education, Inc. Fossil formations : activity guide. TX0004406459 11/1/1996Delta Education, Inc. Fossil formations : activity journal. TX0004406457 11/1/1996Delta Education, Inc. From seed to plant : teacher’s guide / editing DianaJ. Reno ; ill./art production Nancy Schoefl. TX0004446637 1/9/1997Delta Education, Inc. Fungi--small wonders : teacher’s guide. TX0003830394 3/31/1994Delta Education, Inc. Gases and “airs” : Delta project cards / William R.Brown, Edwin P. White. TX0000957853 8/11/1982Claimant Title Reg. Number Reg. DateDelta Education, Inc. I Can't Believe It’s Math! : discovering classroommath in after-school activities / Mary AnnSchroeder, Marcay Burma-Washington TX0003567974 5/28/1993Delta Education, Inc. If shipwrecks could talk : teacher’s guide. TX0004440866 1/9/1997Delta Education, Inc. Insect life : teacher’s guide. TX0003933407 2/27/1994Delta Education, Inc. Interaction and systems. TX0003606743 6/21/1993Delta Education, Inc. Interaction and systems : teacher’s guide : level 2 /Herbert D. Thier, Robert C. Knott. TX0003363133 6/3/1992Delta Education, Inc. Investigating water : teacher’s guide / editingElizabeth Foy ; ill./art production Nancy Schoefl. TX0004440919 1/9/1997Delta Education, Inc. Length and capacity : teacher’s guide. TX0004442792 1/9/1997Delta Education, Inc. Lenses and mirrors : teacher’s guide / author, theNational Learning Center ; ill./art productionNancy Schoefl. TX0004442654 1/9/1997Delta Education, Inc. Life cycles. TX0003606744 6/21/1993Delta Education, Inc. Life cycles : teacher’s guide : level 2 / Herbert D.Thier, Robert C. Knott. TX0003363132 6/3/1992Delta Education, Inc. Looking at liquids : teacher’s guide / editingEditorial Services Plus ; ill./art production NancyP. Schoefl. TX0004440926 1/9/1997Delta Education, Inc. Magnet magic activity guide. TX0004409100 11/1/1996Delta Education, Inc. Magnets : teacher’s guide / author, Joreen Hendry. TX0003830397 3/31/1994Delta Education, Inc. Material objects. TX0003606739 6/21/1993Delta Education, Inc. Material objects : teacher’s guide : level 1 / HerbertD. Thier, Robert C. Knott. TX0003363134 6/3/1992Delta Education, Inc. Measuring : teacher’s guide / editing Elizabeth Foy; ill./art production Nancy Schoefl. TX0004440922 1/9/1997Claimant Title Reg. Number Reg. DateDelta Education, Inc. Newtons toy box : teacher’s guide / author,Carolyn Sumners. TX0003830398 3/31/1994Delta Education, Inc. Observing an aquarium : DSM II teacher’s guide. TX0004440179 1/9/1997Delta Education, Inc. Organisms. TX0003606742 6/21/1993Delta Education, Inc. Organisms : teacher’s guide : level 1 / Herbert D.Thier, Robert C. Knott. TX0003363131 6/3/1992Delta Education, Inc. Plant and animal life cycles : teacher’s guide /editing Kathy Z. Allen and Kathy Talmadge ;ill./art production Nancy P. Schoefl. TX0004440925 1/9/1997Delta Education, Inc. Plant and animal populations : teacher’s guide /editing Diana J. Reno ; ill./art production NancySchoefl. TX0004440924 1/9/1997Delta Education, Inc. Pollution : teacher’s guide. TX0003845509 6/24/1994Delta Education, Inc. Pond life : teacher’s guide. TX0003933406 2/27/1994Delta Education, Inc. Populations. TX0003606741 6/21/1993Delta Education, Inc. Populations : teacher’s guide : level 3 / Herbert D.Thier, Robert C. Knott. TX0003363136 6/3/1992Delta Education, Inc. Powders and crystals : teacher’s guide / editingDiana J. Reno ; ill./art production Nancy P.Schoefl. TX0004440921 1/9/1997Delta Education, Inc. Properties : teacher’s guide. TX0004442793 1/9/1997Delta Education, Inc. Relative position and motion : SCIS 3, teacher’sguide, level 4 / Herbert D. Thier, Robert C. Knott. TX0003690483 9/30/1993Delta Education, Inc. Rock origins : activity journal. TX0004411206 11/1/1996Delta Education, Inc. Rocks and minerals : teacher’s guide : a Deltascience module / editing Editorial Services Plus,copyediting Jill Farinelli ; design/production AnnV. Richardson ; ill./art production Nancy P.Schoefl ; cover design Nancy P. Schoefl. TX0003784217 3/31/1994Claimant Title Reg. Number Reg. DateDelta Education, Inc. Science in a Nutshell : flight! gliders to jets,activity journal. TX0004414313 11/1/1996Delta Education, Inc. Scientific theories. TX0003593417 6/21/1993Delta Education, Inc. Scientific theories. TX0003602057 6/21/1993Delta Education, Inc. SCIS 3 energy sources. TX0003577675 6/21/1993Delta Education, Inc. SCIS 3 relative position and motion. TX0003577674 6/21/1993Delta Education, Inc. Simple machines : teacher’s guide / editingEditorial Services Plus ; ill./art production NancyP. Schoefl. TX0004015686 2/27/1995Delta Education, Inc. Sink or float : Delta project cards / William R.Brown, Edwin P. White. TX0000957852 8/11/1982Delta Education, Inc. Sink or float? : teacher’s guide. TX0004446585 1/9/1997Delta Education, Inc. Small things and microscopes : teacher’s guide /author, Eileen Terrill ; contributors, JeanneDietsch, William Kennedy and Bradford Taylor ;ill. Phyllis Pittet and Susan Dunholter ;photography Paul McGuirk. TX0003864322 6/24/1994Delta Education, Inc. Soil science : DSM II teacher’s guide. TX0004441525 1/9/1997Delta Education, Inc. Solar energy : teacher’s guide. TX0003845510 6/24/1994Delta Education, Inc. Solar system : teacher’s guide / editing EditorialServices Plus and D. Louis Finsand ; ill./artproduction Nancy Schoefl. TX0004446638 1/9/1997Delta Education, Inc. Sound : teacher's guide / editing Katy Z. Allen ;ill./art production Nancy Schoefl. TX0004440920 1/9/1997Delta Education, Inc. Sound vibrations : activity guide. TX0004406460 11/1/1996Delta Education, Inc. Sound vibrations : activity guide. TX0004406461 11/1/1996Delta Education, Inc. Sound vibrations : activity guide. TX0004406462 11/1/1996Delta Education, Inc. States of matter : teacher’s guide / editing Katy Z.Allen ; ill./art production Nancy Schoefl. TX0004446636 1/9/1997Claimant Title Reg. Number Reg. DateDelta Education, Inc. Strings & musical instruments : Delta projectcards / William R. Brown, Edwin P. White. TX0000957856 8/11/1982Delta Education, Inc. Subsystems and variables. TX0003606740 6/21/1993Delta Education, Inc. Subsystems and variables : teacher’s guide : level3 / Herbert D. Thier, Robert C. Knott. TX0003363135 6/3/1992Delta Education, Inc. Sunshine and shadows : teacher’s guide / editingKaty Z. Allen ; ill./art production Nancy Schoefl. TX0004446642 1/9/1997Delta Education, Inc. Water cycle : teacher’s guide / editing Kathy Z.Allen ; ill./art production Nancy Schoefl. TX0004446639 1/9/1997Delta Education, Inc. Weather forecasting : teacher’s guide / editingEditorial Services Plus ; ill./art production NancySchoefl. TX0004446640 1/9/1997Delta Education, Inc. Weather instruments : teacher’s guide. TX0004440861 1/9/1997Delta Education, Inc. Weather watching : teacher’s guide / editing JillFarinelli ; ill./art production Nancy Schoefl. TX0004446641 1/9/1997Delta Education, Inc. Whistles : Delta project cards / William R.Brown, Edwin P. White. TX0000957854 8/11/1982Delta Education, Inc. You and your body : teacher’s guide. TX0003830395 3/31/1994Delta Education, LLC About me. TX0006236193 9/30/2005Delta Education, LLC Addition & subtraction student activity guide :no. 550-3530. TX0005751741 5/8/2003Delta Education, LLC Addition & subtraction : teacher’s guide. TX0005752801 5/8/2003Delta Education, LLC Algebra : grades 3-4, student activity guide. TX0005698998 5/8/2003Delta Education, LLC Algebra : grades 5-6, student activity guide. TX0005698994 5/8/2003Delta Education, LLC Algebra teacher’s guide : grades 3-4. TX0005751730 5/8/2003Delta Education, LLC Algebra teacher’s guide : grades 5-6. TX0005751729 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Animal observatory : activity guide. TX0005827574 8/12/2003Delta Education, LLC Animal observatory : activity journal. TX0005827531 8/23/2003Delta Education, LLC Animals. TX0006203855 7/28/2005Delta Education, LLC Area and volume formulas teacher’s guide. TX0005854001 11/21/2003Delta Education, LLC Base Ten Fries : math activities for Base TenFries. TX0005866681 11/21/2003Delta Education, LLC Body basics : activity journal. TX0005827635 8/13/2003Delta Education, LLC Breaking earth's hold : activity guide. TX0005827561 8/12/2003Delta Education, LLC Breaking earth's hold : activity journal. TX0005827540 8/12/2003Delta Education, LLC Bubble science : activity guide. TX0005827624 8/12/2003Delta Education, LLC Bubble science : activity journal. TX0005827633 8/12/2003Delta Education, LLC Butterflies and moths : teacher’s guide. TX0005914936 2/10/2004Delta Education, LLC Charge it! static electricity : activity guide. TX0005827625 8/12/2003Delta Education, LLC Charge it! static electricity : activity journal. TX0005827636 8/12/2003Delta Education, LLC Clear View--graphing : grades 5-8, teacher's guide: overhead transparencies, activity masters. TX0005876336 11/21/2003Delta Education, LLC Clear view of decimals : activities, masters,visuals, applications. TX0005876337 11/21/2003Delta Education, LLC Clear view of fractions : activities, masters,visuals, applications. TX0005866615 11/21/2003Delta Education, LLC Clear view of percent : activities, masters,visuals, applications. TX0005876334 11/21/2003Delta Education, LLC Clear view of personal checking : simulations,activities, masters, visuals. TX0005876338 11/21/2003Delta Education, LLC Clear view of tessellations : activities, masters,visuals. TX0005866614 11/21/2003Delta Education, LLC Clear view ratio & proportion. TX0005876330 11/21/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Clever levers : activity guide. TX0005827580 8/12/2003Delta Education, LLC Clever levers : activity journal. TX0005827583 8/12/2003Delta Education, LLC Color and light : teacher’s guide. TX0005920199 2/10/2004Delta Education, LLC Crystal creations : activity guide. TX0005827618 8/12/2003Delta Education, LLC Crystal creations : activity journal. TX0005827616 8/12/2003Delta Education, LLC Data analysis and probability student activityguide / written by Eve Laubner Thibodeau ;editor, Kathryn S. Daniel ; graphic artist, JanisRattet ; illustrator, Laurel Aiello. TX0005748234 5/8/2003Delta Education, LLC Data analysis and probablilty teacher’s guide : no.450-3563. TX0005751739 5/8/2003Delta Education, LLC Decimal Dog : math activities for the Decimal Dog. TX0005866680 11/21/2003Delta Education, LLC Delta science module / by Ana Costa. TX0005808261 8/12/2003Delta Education, LLC Delta science module : from seed to plant. TX0005808265 8/12/2003Delta Education, LLC Delta science module : plant and animla life cycles TX0005808263 8/12/2003Delta Education, LLC Delta science module : properties. TX0005808262 8/12/2003Delta Education, LLC Delta science module : simple machines. TX0005808264 8/12/2003Delta Education, LLC Delta science module, third edition : matter andchange. TX0006236223 9/30/2005Delta Education, LLC Destination, moon : activity guide. TX0005827581 8/12/2003Delta Education, LLC Destination moon : activity journal. TX0005827524 8/12/2003Delta Education, LLC Detective lab : activity guide. TX0005827634 8/12/2003Delta Education, LLC Detective lab : activity journal. TX0005827638 8/12/2003Delta Education, LLC Dinosaurs and fossils : teacher’s guide. TX0005920198 2/10/2004Delta Education LLC Discovery guide dinosaurs : pre-K. TX0005752836 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education LLC Discovery guide : health and nutrition : pre-K. TX0005752843 5/8/2003Delta Education LLC Discovery guide : insects and spiders : pre-K. TX0005752839 5/8/2003Delta Education LLC Discovery guide : oceans : pre-K. TX0005752838 5/8/2003Delta Education LLC Discovery guide : trees : pre-K. TX0005752837 5/8/2003Delta Education LLC Discovery guide : weather : pre-K. TX0005752842 5/8/2003Delta Education, LLC Earth. TX0006226019 7/28/2005Delta Education, LLC Earth & sun : activity guide. TX0005827549 8/12/2003Delta Education, LLC Earth & sun : activity journal. TX0005827550 8/12/2003Delta Education, LLC Earth movements : teacher’s guide. TX0005914938 2/10/2004Delta Education, LLC Earth processes. TX0006203858 7/28/2005Delta Education, LLC Electrical connections : activity guide. TX0005827564 8/12/2003Delta Education, LLC Electrical connections : activity journal. TX0005827631 8/12/2003Delta Education, LLC Electromagnetism : activity guide. TX0005827575 8/12/2003Delta Education, LLC Electromagnetism : activity journal. TX0005827614 8/12/2003Delta Education, LLC Energy & motion : activity guide. TX0005827563 8/12/2003Delta Education, LLC Energy & motion : activity journal. TX0005827629 8/12/2003Delta Education, LLC Feast of fractions : math activities for the FractionBurger. TX0005866682 11/21/2003Delta Education, LLC Flight and rocketry : teacher’s guide. TX0005914937 2/10/2004Delta Education, LLC Flight! gliders to jets : activity guide. TX0005827578 8/12/2003Delta Education, LLC Flight! gliders to jets : activity journal. TX0005827615 8/12/2003Delta Education, LLC Flowering plants : activity guide. TX0005827528 8/12/2003Delta Education, LLC Flowering plants : activity journal. TX0005827559 8/12/2003Delta Education, LLC Force and motion. TX0005698992 5/8/2003Delta Education, LLC Fossil formations : activity guide. TX0005827639 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Fossil formations : activity journal. TX0005827619 8/12/2003Delta Education, LLC Fraction Burger : math activities for the FractionBurger. TX0005866683 11/21/2003Delta Education, LLC Fraction concepts : student activity guide. TX0005698997 5/8/2003Delta Education, LLC Fraction concepts teacher’s guide : no. 450-3366. TX0005751738 5/8/2003Delta Education, LLC Fractions and decimals student activity guide : no.550-3541. TX0005751743 5/8/2003Delta Education, LLC Fractions and decimals teacher’s guide : no. 450-3399. TX0005751745 5/8/2003Delta Education, LLC From seed to plant. TX0005752831 5/8/2003Delta Education, LLC Gases : activity journal. TX0005827530 8/12/2003Delta Education, LLC Gasses : activity guide. TX0005827573 8/23/2003Delta Education, LLC Gears at work : activity guide. TX0005827626 8/12/2003Delta Education, LLC Gears at work : activity journal. TX0005827623 8/12/2003Delta Education, LLC Geometry student activity guide : grades 3-4. TX0005751725 5/8/2003Delta Education, LLC Geometry teacher’s guide : grades 3-4. TX0005751726 5/8/2003Delta Education, LLC Geometry teacher’s guide : grades 5-6. TX0005751734 5/8/2003Delta Education, LLC Graphing : grades 1-3, teacher’s guide. TX0005876335 11/21/2003Delta Education, LLC Hexagonoes addition and subtraction : level 2,teacher guide. TX0005867049 11/21/2003Delta Education, LLC Hexagonoes base ten : teacher guide. TX0005867050 11/21/2003Delta Education, LLC Hexagonoes fractions with Delta’s Fraction Burger: teacher guide. TX0005867054 11/21/2003Delta Education, LLC Hexagonoes money : teacher guide. TX0005867052 11/21/2003Delta Education, LLC Hexagonoes multiplication : level 1, teacher guide. TX0005867055 11/21/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Hexagonoes order of operations : teacher guide. TX0005867053 11/21/2003Delta Education, LLC Hexagonoes patterns : teacher guide. TX0005867057 11/21/2003Delta Education, LLC Hexagonoes percents : level 1, teacher guide. TX0005867048 11/21/2003Delta Education, LLC Hexagonoes ratio & proportion : level 2, teacherguide. TX0005867056 11/21/2003Delta Education, LLC Hexagonoes scientific notation : teacher guide. TX0005867051 11/21/2003Delta Education, LLC How do we learn? TX0006203857 7/28/2005Delta Education, LLC Human machine : activity guide. TX0005827572 8/12/2003Delta Education, LLC Human machine : activity journal. TX0005827558 8/12/2003Delta Education, LLC Interaction and systems : Delta Education SCIS3+ : level 2 : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005832399 11/21/2003Delta Education, LLC Investigating water : teacher’s guide. TX0005914935 2/10/2004Delta Education, LLC Is it alive? : activity guide TX0005827525 8/12/2003Delta Education, LLC Is it alive? : activity journal. TX0005827582 8/12/2003Delta Education, LLC Liquids : activity guide. TX0005827584 8/12/2003Delta Education, LLC Liquids : activity journal. TX0005827548 8/12/2003Delta Education, LLC Magnet magic : activity guide. TX0005827576 8/12/2003Delta Education, LLC Magnet magic : activity journal. TX0005827622 8/13/2003Delta Education, LLC Magnets : teacher’s guide. TX0005914934 2/10/2004Delta Education, LLC Material objects : Delta Education SCIS 3+. TX0005867363 11/21/2003Delta Education, LLC Math tune-ups : addition and subtraction :teacher’s guide : games specially created to practiceand review basic facts and skills. TX0005748060 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Math tune-ups : fractions : teacher’s guide : gamesspecially created to practice and review basic factsand skills. TX0005748061 5/8/2008Delta Education, LLC Math Tune-Ups : multiplication and division :teacher’s guide. TX0005752847 5/8/2003Delta Education, LLC Measurement student activity guide / Eve LaubnerThibodeau, Lisa Lachance, John Prescott, andMathew Bacon ; ill. by Coni Porter, NancySchoefl and Cheryl Wolf.. TX0005748238 5/8/2003Delta Education, LLC Measurement student activity guide / written andedited by Eve Laubner ; graphic artist, J. M.Rattet ; illustrator, Nancy Schoefl. TX0005748235 5/8/2003Delta Education, LLC Measurement teacher’s guide : grades 1-3 :transparency teaching system. TX0005853992 11/21/2003Delta Education, LLC Measurment teacher’s guide : grades 2-3. TX0005751727 5/8/2003Delta Education, LLC Measurment teacher’s guide : grades 4-5. TX0005751728 5/8/2003Delta Education, LLC Metric tools : student activity guide. TX0005698993 5/8/2003Delta Education, LLC Metric tools teacher’s guide : no. 450-3552. TX0005751736 5/8/2003Delta Education, LLC Microworlds : activity guide. TX0005827586 8/12/2003Delta Education, LLC Microworlds : activity journal. TX0005827539 8/12/2003Delta Education, LLC Money : student activity guide. TX0005698996 5/8/2003Delta Education, LLC Money teacher’s guide : no. 450-3377. TX0005751744 5/8/2003Delta Education, LLC Multiplication and division student activity guide: no. 550-3728. TX0005751742 5/8/2003Delta Education, LLC Multiplication and division teacher’s guide : no.450-3530. TX0005751735 5/8/2003Delta Education, LLC Newton’s toy box. TX0006203859 7/28/2005Claimant Title Reg. Number Reg. DateDelta Education, LLC Oceans alive! : activity guide. TX0005827543 8/12/2003Delta Education, LLC Oceans alive! : activity journal. TX0005827571 8/12/2003Delta Education, LLC Oceans in motion : activity guide. TX0005827551 8/12/2003Delta Education, LLC Oceans in motion : activity journal. TX0005827569 8/12/2003Delta Education, LLC One & only you : activity guide. TX0005827557 8/12/2003Delta Education, LLC One & only you : activity journal. TX0005827538 8/12/2003Delta Education, LLC Organisms : Delta Education SCIS 3+. TX0005867362 11/21/2003Delta Education, LLC Our changing earth : activity guide. TX0005827533 8/12/2003Delta Education, LLC Our changing earth : activity journal. TX0005827545 8/12/2003Delta Education, LLC Peek inside you : activity guide. TX0005827587 8/12/2003Delta Education, LLC Peek inside you : activity journal. TX0005827532 8/12/2003Delta Education, LLC Physical and chemical changes : activity guide. TX0005827585 8/12/2003Delta Education, LLC Physical and chemical changes : activity journal. TX0005827526 8/12/2003Delta Education, LLC Planets & stars : activity guide. TX0005827522 8/12/2003Delta Education, LLC Planets & stars : activity journal. TX0005827570 8/12/2003Delta Education, LLC Plants. TX0006203856 7/28/2005Delta Education, LLC Pollution : teacher’s guide. TX0005805185 2/10/2004Delta Education, LLC Ponds & streams : activity guide. TX0005827529 8/12/2003Delta Education, LLC Ponds & streams : activity journal. TX0005827560 8/12/2003Delta Education, LLC Populations : level 3 : Delta Education SCIS 3+teacher’s guide / Robert C. Knott, Herbert D.Thier. TX0005876332 11/21/2003Delta Education, LLC Pre-algebra teacher’s guide : grades 5 to 8 :transparency teaching system. TX0005853991 11/21/2003Delta Education, LLC Probability : student activity guide. TX0005752846 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Probability teacher’s guide : no. 450-3421. TX0005751733 5/8/2003Delta Education, LLC Problem solving student activity guide, grade 3-4 /written by Patti Vyzralek ; ill. by Nancy Schoefl. TX0005748233 5/8/2003Delta Education, LLC Problem solving teacher’s guide : grades 3-4. TX0005751732 5/8/2003Delta Education, LLC Problem solving teacher’s guide : grades 5-6. TX0005751731 5/8/2003Delta Education, LLC Properties. TX0005752832 5/8/2003Delta Education, LLC Pulley power : activity guide. TX0005827562 8/12/2003Delta Education, LLC Pulley power : activity journal. TX0005827547 8/12/2003Delta Education, LLC Ratio, proportion, and percent student activityguide / editor, Eve Laubner Thibodeau ; writer,Robert W. Smith ; graphic artist, J. M. Rattet ;illustrator, Nancy Schoefl. TX0005748237 5/8/2003Delta Education, LLC Ratio, proportion, and percent student activityguide / editor, Eve Laubner Thibodeau ; writer,Robert W. Smith ; graphic artist, J. M. Rattet ;illustrator, Nancy Schoefl. TX0005748236 5/8/2003Delta Education, LLC Ratio, proportion, and percent teacher’s guide : no.450-3541. TX0005751740 5/8/2003Delta Education, LLC Reasoning with patterns teacher’s guide : grades 1-3. TX0005876333 11/21/2003Delta Education, LLC Rock origins : activity guide. TX0005827577 8/12/2003Delta Education, LLC Rock origins : activity journal. TX0005827568 8/12/2003Delta Education, LLC Rocks and minerals. TX0005913101 2/10/2004Delta Education, LLC Rocks and minerals : teacher’s guide. TX0005920197 2/10/2004Delta Education, LLC Science in a nutshell : weather wise activity guide. TX0005806904 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Scientific theories : Delta Education SCIS 3+ :level 6 : teacher’s guide / Herbert D. Thier, RobertC. Knott. TX0005832400 11/21/2003Delta Education, LLC SCIS 3+ communites : student journal. TX0005876161 11/21/2003Delta Education, LLC SCIS 3+ ecosystems : student journal. TX0005876166 11/21/2003Delta Education, LLC SCIS 3+ energy sources : student journal. TX0005876165 11/21/2003Delta Education, LLC SCIS 3+ environments : student journal. TX0005876168 11/21/2003Delta Education, LLC SCIS 3+ interaction and systems : student journal. TX0005876160 11/21/2003Delta Education, LLC SCIS 3+ life cycles : student journal. TX0005876162 11/21/2003Delta Education, LLC SCIS 3+ populations : student journal. TX0005876163 11/21/2003Delta Education, LLC SCIS 3+ relative position and motion : studentjournal. TX0005876164 11/21/2003Delta Education, LLC SCIS 3+ scientific theories : student journal. TX0005876159 11/21/2003Delta Education, LLC SCIS 3+ subsystems and variables : studentjournal. TX0005876167 11/21/2003Delta Education, LLC Seed mysteries : activity guide. TX0005827627 8/12/2003Delta Education, LLC Seed mysteries : activity journal. TX0005827617 8/12/2003Delta Education, LLC Sky. TX0006236194 9/30/2005Delta Education, LLC Small wonders : activity guide. TX0005827556 8/12/2003Delta Education, LLC Small wonders : activity journal. TX0005827541 8/12/2003Delta Education, LLC Smell, taste, touch : activity guide. TX0005827567 8/12/2003Delta Education, LLC Smell, taste, touch : activity journal. TX0005827579 8/12/2003Delta Education, LLC Soil science : teacher’s guide. TX0005914933 2/10/2004Delta Education, LLC Soil studies : activity guide. TX0005827523 8/12/2003Delta Education, LLC Soil studies : activity journal. TX0005827542 8/12/2003Delta Education, LLC Solids : activity guide. TX0005827527 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Solids : activity journal. TX0005827534 8/12/2003Delta Education, LLC Sorting. TX0006203793 7/28/2005Delta Education, LLC Sound vibrations : activity guide. TX0005827632 8/12/2003Delta Education, LLC Sound vibrations : activity journal. TX0005827621 8/12/2003Delta Education LLC Student activity guide. TX0005752834 5/8/2003Delta Education, LLC Subsystems and variables : Delta Education SCIS3+ : level 3 : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005832401 11/21/2003Delta Education, LLC Sunshine and shadows : teacher’s guide. TX0005805188 2/10/2004Delta Education, LLC Time : student activity guide. 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TX0005827544 8/12/2003Delta Education, LLC Where is it? is it moving? TX0006236195 9/30/2005Delta Education, LLC Work plane & simple : activity guide. TX0005827565 8/12/2003Delta Education, LLC Work plane & simple : activity journal. TX0005827628 8/12/2003Claimant Title Reg. Number Reg. DateDelta Educaion Electromagnetism reader TX0006403153 6/26/2006Delta Educaion Plant and animal population reader TX0006403154 6/26/2006Delta Educaion Erosion reader TX0006403155 6/26/2006Delta Educaion Plants reader TX0006403156 6/26/2006Delta Educaion Matter TX0006403157 6/26/2006Delta Educaion Sink or float? Reader TX0006403158 6/26/2006Delta Educaion Earth, moon, and sun reader TX0006403159 6/26/2006Delta Educaion DNA : from genes to protein reader TX0006403160 6/26/2006Rand McNally & Company Subsystems and variables : (level 3), teacher’sguide TX0000277639 7/10/1979Rand McNally & Company Ecosystems : (level 6), teacher’s guide TX0000277640 7/10/1979Rand McNally & Company Communities : level 5 : teacher’s guide TX0000279334 7/10/1979Rand McNally & Company Organisms : level 1 : teacher’s guide TX0000279335 7/10/1979Rand McNally & Company Scientific theories : level 6 : teacher’s guide TX0000279336 7/10/1979Rand McNally & Company Life cycles : level 2 :teacher’s guide TX0000279337 7/10/1979Rand McNally & Company Energy sources : level 5 : teacher’s guide TX0000285176 7/10/1979Rand McNally & Company Populations : level 3 : teacher’s guide TX0000285177 7/10/1979Rand McNally & Company Interactions and systems : level 2 : teacher’s guide TX0000285178 7/10/1979Rand McNally & Company Environments : level 4 : teacher’s guide TX0000285179 7/10/1979Rand McNally & Company Material objects : level 1 : teacher’s guide TX0000285180 7/10/1979Rand McNally & Company Relative position and motion : level 4 : teacher’sguide TX0000285181 7/10/1979Rand McNally & Company Beginnings : kindergarten or preschool : teacher’sguide TX0000285182 7/10/1979Claimant Title Reg. Number Reg. DateRand McNally & Company Energy sources TX0000334304 9/17/1979Rand McNally & Company Scientific theories TX0000334305 9/17/1979Rand McNally & Company Materials objects TX0000334306 9/17/1979Rand McNally & Company Interaction and systems TX0000334307 9/17/1979Rand McNally & Company Subsystems and variables TX0000334308 9/17/1979Rand McNally & Company Relative position and motion TX0000334309 9/17/1979Rand McNally & Company Ecosystems TX0000334310 9/17/1979Rand McNally & Company Communities TX0000334311 9/17/1979Rand McNally & Company Environments TX0000334312 9/17/1979Rand McNally & Company Populations TX0000334313 9/17/1979Rand McNally & Company Life cycles TX0000334314 9/17/1979Rand McNally & Company Organisms TX0000336509 9/17/1979EDUCATORS PUBLISHING SERVICE Claimant Title Reg Number Reg DateEducators Publishing Serivice [sic], Inc. Challenge in phonic skills, Chips, adevelopmental phonics bingo game / Lenore Millerand Caroline Peck. 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Maker and Sons, Inc., revisions: EducatorsPublishing Service, Inc., employer for hire More primary phonics storybooks : bk 1-10 TX0004523410 1/2/1997Barbara W. Maker and Sons, Inc., rev materials:Educators Publishing Service, Inc., employer for hire Primary Phonics Set 4 TX0004756906 4/10/1998Educators Publishing Service, Inc. Vocabulary from classical roots : bk. 5 TX0006320456 1/6/2006Educators Publishing Service, Inc. Vocabulary from classical roots : bk. 5 : teacher’sguide and answer key TX0006320457 1/6/2006Claimant Title Reg Number Reg DateEducators Publishing Service, Inc. Vocabulary from classical roots : bk. 6 TX0006320458 1/6/2006Educators Publishing Service, Inc. 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PA0000865729 7/10/1997Speech Bin, Inc. Breakfast club : program training guide / Mary JoSanto Pietro & Faerella Boczko. TX0004562853 7/10/1997Speech Bin, Inc. COMFI scale : communication outcome measureof functional independence / Mary Jo Santo Pietro& Faerella Boczko. TX0004562852 7/10/1997Speech Bin, Inc. Effective conversations--techniques for talkingtogether / Darlene Lengel. TX0004294307 5/20/1996Speech Bin, Inc. Effective listening / Darlene Lengel. TX0005027144 8/9/1999Speech Bin, Inc. I can say R. TX0005539440 5/21/2002Speech Bin, Inc. I can say S. TX0005539439 5/21/2002Claimant Title Reg. Number Reg. DateSpeech Bin, Inc. Is the child really stuttering? : Questions &answers about preschool disfluency / Julie A.Blonigen. TX0005377337 1/4/2001Speech Bin, Inc. MCLA : Measure of cognitive-linguistic abilities /Wendy J. Ellmo, Jill M. Graser, Elizabeth A.Krchnavek, Deborah B. Calabrese, KimberlyHauck. TX0004314064 5/20/1996Speech Bin, Inc. Paths : phonological awareness training and helpfor students / Jane Webb. TX0005375900 1/4/2001the Speech Bin, Inc. Sound advice. TX0002233302 9/14/1987Speech-Bin, Inc. Speech & language & voice & more / Julie A.Blonigen. TX0005377149 1/4/2001Speech-Bin, Inc. Speechcrafts / Marcia French Gilmore ; MurielFrench, illustrator. TX0004298536 5/21/1996Speech Bin, Inc. Stepping up to fluency / Janice Pechter Ellis. TX0005027146 8/9/1999Speech Bin, Inc. Take a chance / Gary J. Cooper. TX0003740044 2/1/1994Speech Bin, Inc. What is auditory processing? / Susan Bell. TX0003721616 2/1/1994Speech Bin, Inc. What is dementia? / Mary Jo Santo Pietro. TX0005027090 8/9/1999SPORTIME Claimant Title Reg. Number Reg. DateSelect Service & Supply d.b.a Sportime International Bean bag bears. VAu000425885 3/5/1998Select Service & Supply d.b.a Sportime International Bean bag bunnies. VA0000884346 10/21/1997Select Service & Supply d.b.a Sportime International Bean bag frogs. VA0000875777 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag gorillas. VA0000875779 10/6/1997Claimant Title Reg. Number Reg. DateSelect Service & Supply d.b.a Sportime International Bean bag hippo. VA0000875780 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag pig. VA0000875778 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag triceratops. VAu000425884 3/5/1998Select Service & Supply d.b.a Sportime International Bean bag turtles. VA0000908300 10/24/1997Select Service & Supply d.b.a Sportime International Bean bag tyrannosaurus. VAu000425886 3/5/1998Sportime, LLC Hands-On basketball. VA0000932992 6/12/1998Schedule 4.19 – Ownership Institutional Ownership Held S/O 1 Stadium Capital Management LLC 1,806,692 9.4% 2 Robotti & Co., Inc. 1,647,290 8.6% 3 Dimensional Fund Advisors, Inc. 1,440,434 7.5% 4 LaGrange Capital Management LLC 1,275,861 6.7% 5 Metropolitan West Capital Management LLC 1,262,238 6.6% 6 Lee Munder Capital Group LLC 949,069 4.9% 7 Davis Selected Advisers LP 594,117 3.1% 8 Portolan Capital Management LLC 493,759 2.6% 9 BlackRock Fund Advisors 445,487 2.3% 10 Eagle Boston Investment Management, Inc. 417,406 2.2% 11 Credit Suisse Securities (USA) LLC (Broker) 383,736 2.0% 12 Raffles Capital Management LLC 380,700 2.0% 13 The Vanguard Group, Inc. 363,939 1.9% 14 Renaissance Technologies LLC 326,901 1.7% 15 Perritt Capital Management, Inc. 200,000 1.0% 16 Perkins Capital Management, Inc. 194,000 1.0% 17 The California Public Employees Retirement System 174,500 0.9% 18 BMO Asset Management Corp. 128,123 0.7% 19 RBF Capital LLC 125,040 0.7% 20 Columbia Management Investment Advisers LLC 108,484 0.6% Top 20 Institutional Ownership 12,717,776 66.3% Other Institutional Ownership 1,164,808 6.1% Total Institutional Ownership 13,882,584 72.4% Insider Ownership SharesHeld % ofS/O 1 Msd Capital Lp 2,884,499 15.0% 2 Ledecky Jonathan J 516,017 2.7% 3 Lavelle Michael P 159,339 0.8% 4 Vander Zanden David J 134,623 0.7% 5 Collins Patrick Timothy 87,500 0.5% Top 5 Insider Ownership 3,781,978 19.7% Other Insider Ownership 261,294 1.4% Total Insider Ownership 4,043,272 21.1% Implied Retail Ownership 1,253,093 6.5% Total Ownership 19,178,949 100.0% Schedule 4.21 Insurance Insurer Policy Type Coverage Deductibles Policy #Affiliated FM Property/Equipment $435,000,000 $100,000 EM 732Endurance American Specialty InsuranceCompany Excess California Earthquake $10,000,000 $100,000 CPN10003743000AGCS Marine Insurance Company (Allianz) Ocean Cargo $1,500,000 $2,000 OC 96019100Admiral Insurance Company General Liability $2,000,000 $50,000 CA 000005586-09Sentry Insurance Company Commercial Auto $1,000,000 $1,000 90-04547-03Sentry Insurance Company Workers Compensation $1,000,000 $350,000 90-04547-02 H& & WI 90-04547-01 All OtherACE American Insurance Company Foreign Liability $2,000,000 $1,000 PHFD37930659National Union Fire Insurance Co. ofPittsburgh (Chartis) Umbrella Liability $25,000,000 $25,000 13273329Federal Insurance Company (Chubb) Excess Liability $25,000,000 $— 7976-73-69Illinois National Insurance Company(Chartis) Directors & Officers Liability $10,000,000 $0 Non indmenifiable 01-166-65-19 $500,000 Securities $350,000 All Other Federal Insurance Company (Chubb) 1st Excess Directors & OfficersLiability $10,000,000 $— 8157-7351Axis Insurance Company 2nd Excess Directors & OfficersLiability $5,000,000 $— MCN762576/01/2012Beazley Insurance Company 3rd Excess Directors & OfficersLiability $5,000,000 $— V15VK8120401Travelers Casualty and Surety Company ofAmerica Employment Practices Liability $3,000,000 $250,000 105673447Lloyds of London Media Professional Liability $5,000,000 $50,000 B0180C121619Federal Insurance Company (Chubb) Fiduciary Liability $10,000,000 $0 Non indmenifiable 6803-3234 $50,000 Securities $10,000 All Other Federal Insurance Company (Chubb) Crime $5,000,000 $100,000 8151-9737U.S. Specialty Ins. Co. (PIA) Special Crime $5,000,000 $— U712-85722Berkley Regional Insurance Surety Bonds $30,000,000 $— N/ASchedule 4.26 – BrokersFees payable to Perella Weinberg PartnersSchedule 4.27 – Restrictive AgreementsNoneSchedule 4.30 – Criminal ChargesNoneSchedule 5.12 – Cash Management SystemSee attachedSchedule 6.1 – Permitted LiensUCC SEARCH RESULTSPremier Agendas, Inc. DEBTOR NAME FILE NUMBER DATEFILED SECURED PARTY COLLATERALPremier Agendas, Inc.2000 Kentucky StreetBellingham WA 98226 2009-091-5951 WashingtonDepartment of Licensing 4/1/2009 Fujifilm Graphic Systems USA,Inc.350 Central AVEHanover Park, IL 60133 All debtor’s right, title nowowned or hereafter acquired inlithographic plates, film,prepressed proofing materialsand miscellaneous lithographicsupplies provided by EnovationGraphic Systems Inc. or creditedfrom Enovation GraphicSystems, Inc. regardless of thedeliver but does not constituteany security interest in any ofthe assets of the company listedon this filing.School Specialty, Inc. 120007074826Wisconsin Department ofFinancial Institutions 5/24/2012 NMHG Financial Services, Inc. All of the equipment now orhereafter leased by Lessor toLessee; and all accessions,additions, replacements, andsubstitutions thereto andtherefore; and all proceedsincluding insurance proceedsthereof.School Specialty, Inc. 120004986734WisconsinDepartment ofFinancial Institutions 4/13/2012 IKON Financial SVCS All equipment now or hereafterleased in an equipment leasingtransaction inconnection with that certainMaster Agreement No. see below,Product Schedule No./AgreementNo. see below(“Lease”), as amended from timeto time, between IOS Capital,LLC as lessor, and the abovereferenced Lessee/Debtor,including, without limit, theequipment listed below, and alladditions, improvements,attachments, accessories,accessions, upgrades andreplacements related thereto, andany and all substitutions orexchanges, and any and allproducts, insurance and/or otherproceeds (cash and non-cash)there from: The equipmentlocation is as identified inthe Lease. This IS intended to bea true lease transaction. Neitherthe execution nor filing of thisfinancing statementshall in any manner imply thatthe relationship between theparties to which this documentapplies IS other than lessorand lessee, respectively. Thisfinancing statement is filedsolely to protect the interests ofthe parties In the event ofunwarranted assertions by anythird party. This statement isfiled in connection with a leasetransaction and is filed forprecautionary purposes only.Product Schedule No./AgreementNo. 2907845, MasterAgreement/Lease No.CUSTOMER: 1418270RIPROC901 CI0071478Schedule 6.2 – Permitted DebtPart A2011 Subordinated Convertible Debentures in the initial principal amount of $157,500,000 and accreted through January 28, 2013 $169,768,391.00.Sale Leaseback Debt of $12,020,528.00 remaining principal owed to GE Capital BAF as of December 31, 2012Letters of Credit – See Schedule 4.9As of January 28, 2013 there are approximately $9,700,000 in accounts payable past due by more than 60 days.Part BIntercompany balances as of 12/31/12 Due from Entity SSI PAI Select Delta Due to Entity: Classroom Direct 67,210,127 Sportime 79,204,718 Bird in Hand 7,082,596 Childcraft 57,802,393 Delta Education LLC 143,211,633 Califone 33,156,965 PSA 11,300,763 9,923,557 746,291 1,036 PAI 220,349,294 In addition, PSA has a note receivable from SSI in the amount of $4,500,000 CAD. The company’s intention is to not have this note repaid. Thus, it isaccounted for as equity.Schedule 6.3 – Permitted Investments35% equity ownership interest in Carson- Dellosa Publishing, LLCSchedule 6.14 – Permitted Sale-LeasebacksProperty Address:101 Almgren DriveAgawam, MA 01001Owner / Landlord:Mesirow Realty Sale-Leaseback, Inc.Sublet to:Vaupell Holdings101 Almgren DriveAgawam, MA 01001Property Address:100 Paragon ParkwayMansfield, OH 44903Owner / Landlord:SSI Mansfield, LLCc/o Mesirow Realty Sale-Leaseback, Inc.350 North Clark StreetChicago, IL 60610Both Assigned to:General Electric Capital Business Asset Funding Corporation10900 NE 4 Street, Suite 500Bellevue, WA 98004thSchedule 10.3 – Addresses for NoticesSchool Specialty, Inc.c/o Chief Financial OfficerW6316 Design DriveGreenville, WI 54942Mailing Address:School Specialty, Inc.c/o Chief Financial OfficerPO Box 1579Appleton, WI 54912-1579Administrative Agent:Bayside Finance, LLCc/o Bayside Capital, Inc.600 Fifth Avenue, 24 FloorNew York, NY 10020Attention: Sean BritainthExhibit 10.25SECURITY AND PLEDGE AGREEMENTThis SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is dated as of January 31, 2013 and entered into by and among SCHOOLSPECIALTY, INC., a Wisconsin corporation (“School Specialty” or the “Administrative Borrower”), which is a debtor and debtor-in-possession in a casepending in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, each of CLASSROOMDIRECT.COM, LLC, a Delaware limited liabilitycompany, DELTA EDUCATION, LLC, a Delaware limited liability company, SPORTIME, LLC, a Delaware limited liability company,CHILDCRAFT EDUCATION CORP., a New York corporation, BIRD-IN-HAND WOODWORKS, INC., a New Jersey corporation, CALIFONEINTERNATIONAL, INC., a Delaware corporation, and PREMIER AGENDAS, INC., a Washington corporation (collectively, the “SubsidiaryBorrowers” and, together with the Administrative Borrower, the “Borrowers”), each of which is a debtor and debtor-in-possession in a case pending in theBankruptcy Court under Chapter 11 of the Bankruptcy Code, SELECT AGENDAS, CORP., a Nova Scotia unlimited liability company (“SelectAgendas”), as a Guarantor, FREY SCIENTIFIC, INC. and SAX ARTS & CRAFTS, INC., each a Delaware corporation, each as a Guarantor, each ofwhich is a debtor and debtor-in-possession in a case pending in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, each Subsidiary of theAdministrative Borrower (other than the Borrowers) that becomes a Guarantor under the Credit Agreement (as defined below) (the Guarantors and theBorrowers each individually referred to herein as a “Grantor” and collectively as “Grantors”), and BAYSIDE FINANCE, LLC, a Delaware limited liabilitycompany (“Bayside”), as agent for the Lenders and the other Secured Parties (in such capacity, “Agent”) under the Credit Agreement (defined below) and theother Loan Documents (as defined therein).PRELIMINARY STATEMENTSA. WHEREAS, certain Grantors have commenced a case under Chapter 11 of Title 11 of the Bankruptcy Code for the District of Delaware, andhave retained possession of their respective assets and are authorized under the Bankruptcy Code to continue the operation of their business as debtors-in-possession;B. WHEREAS, pursuant to that certain Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of the date hereof (asamended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Grantors, the Lenders from time to time partythereto and Bayside, as Agent, and the DIP Order, as applicable, the Agent and the Lenders are willing to make available to the Borrowers a $50,000,000debtor-in-possession revolving loan facility and a roll up of all loans and obligations under the Prepetition Term Loan Agreement, upon the satisfaction (orwaiver) of certain conditions;C. WHEREAS, pursuant to the Credit Agreement, the Agent and the Lenders have agreed to make post-petition loans and advances and provideother financial accommodations to the Borrowers, subject to the terms and conditions contained therein;D. WHEREAS, the Borrowers are members of an affiliated group of companies that includes each other Grantor;E. WHEREAS, Grantors desire that Agent and Lenders consummate the financing transactions contemplated by the Credit Agreement on theterms and conditions contained therein as Grantors will derive substantial direct and indirect economic benefits from the making of the loans, advances andother financial accommodations provided to Borrowers by Agent and Lenders pursuant to the Credit Agreement and the documents executed in connectiontherewith;F. WHEREAS, it is a condition precedent to effectiveness of the Credit Agreement and each of the transactions contemplated thereby thatGrantors shall have entered into this Agreement and granted the security interests and undertaken the obligations contemplated by this Agreement;G. WHEREAS, the Agent and the ABL DIP Agent have entered into an Intercreditor Agreement (as defined in the Credit Agreement), and theprovisions of this Agreement are subject to the provisions of the Intercreditor Agreement as provided in Section 31 hereof; andH. WHEREAS, to supplement the DIP Order without in any way diminishing or limiting the effect of the DIP Order or the DIP Liens grantedthereunder, the parties hereto desire to more fully set forth their respective rights in connection with the DIP Liens.NOW, THEREFORE, in consideration of the agreements set forth herein and in order to induce Lenders to undertake the Revolving Commitmentand to make the Term Loans under the Credit Agreement and to make and maintain loans, advances and other financial accommodations under the CreditAgreement, and for other good and valuable consideration the receipt of which is hereby acknowledged, each Grantor hereby agrees with Agent as follows:SECTION 1. Grant of Security.Each Grantor hereby pledges, mortgages, hypothecates and (except in the case of ULC Shares) assigns to Agent, and hereby grants to Agent, forthe benefit of Secured Parties, a security interest in all of such Grantor’s right, title and interest in and to all of the property of such Grantor, in each casewhether now or hereafter existing, whether tangible or intangible, whether now owned or hereafter acquired, wherever the same may be located and whether ornot subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter be amended in, the State of New York (the“UCC”), including all of the following (the “Collateral”):(a) all Accounts;(b) all Chattel Paper;(c) all Money, Securities Accounts and all Deposit Accounts, together with all amounts on deposit from time to time in such Deposit Accounts;(d) all Documents; 2(e) all Farm Products;(f) all General Intangibles, and all Intellectual Property, Payment Intangibles and Software;(g) all Goods, including Inventory, Equipment and Fixtures;(h) all Instruments;(i) all Investment Property;(j) all Letter-of-Credit Rights and other Supporting Obligations;(k) all Records;(l) all Assigned Contracts;(m) all Commercial Tort Claims, including those set forth on Schedule 1 annexed hereto; and(n) all Proceeds and Accessions with respect to any of the foregoing Collateral, including all insurance proceeds on or in respect of any of theforegoing Collateral.Each term set forth above shall have the meaning set forth in the UCC (to the extent such term is defined in the UCC or elsewhere herein), it beingthe intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets.Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted asecurity interest in any of such Grantor’s rights or interests in or under: (i) voting Equity Interests of any CFC, solely to the extent (y) such Equity Interestsrepresent an excess over 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the totaloutstanding Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonablyexcessive (as determined by the Agent in consultation with the Administrative Borrower) in relation to the benefits to Agent and the other Secured Parties of thesecurity afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); (ii) anyUnited 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 impairthe validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by theapplicable IP Filing Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademarkapplication shall be considered Collateral; and (iii) any license, contract, permit, Instrument, security or franchise to which such Grantor is a party as of thedate hereof or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract,permit, Instrument, security or franchise, result in a breach of the terms of, or constitute a default under, such license, contract, permit, Instrument, securityor franchise (other 3than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) orprinciples of equity); provided, that, immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall, without any furtheraction by any party hereto, include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provisionhad never been in effect; and provided, further, that the foregoing exclusion shall in no way be construed to limit, impair or otherwise affect any of Agent’s orany other Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to monies due or to become due under orin connection with any described such license, contract, permit, Instrument, security or franchise, or any proceeds from the sale, license, lease or otherdispositions of any such license, contract, permit, Instrument, security or franchise. In the event that any asset of a Grantor is excluded from the Collateral byvirtue of clause (iii) of the foregoing sentence (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any otherapplicable law (including the Bankruptcy Code) or principles of equity), such Grantor agrees to use its reasonable best efforts to obtain all requisite consentsto enable such Grantor to provide a security interest in such asset pursuant hereto as promptly as practicable. The security interests granted hereunder shallnot extend to (i) any consumer goods (as defined in the PPSA) of Select Agendas; or (ii) the last day of any real property lease, or any agreement to lease towhich 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 the Agent and, on theexercise by the Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directed by the Agent. Notwithstanding the foregoing, Agentshall have a security interest in, and a pledge and collateral assignment of (but not a present assignment of) any Canadian trademarks or ULC Shares formingpart of the Collateral.SECTION 2. Security for Obligations.This Agreement secures, and the Collateral is collateral security for, the prompt payment and performance in full when due, whether at statedmaturity, by required prepayment, acceleration or demand in accordance with the Credit Agreement, or otherwise, of all obligations of each Grantor to eachSecured Party, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a LoanDocument (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any Grantor, wouldaccrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with allextensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whethervoluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, liquidated or unliquidated, whether or notjointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of suchobligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Agent or any otherSecured Party as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors now or hereafter existing under this Agreement(collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that suchGrantor 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 forattachment of the Security Interest in any of the Collateral of such Grantor. 4SECTION 3. Grantors Remain Liable.Anything contained herein to the contrary notwithstanding, (a) each Grantor shall remain liable under any contracts and agreements included inthe Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed,(b) the exercise by Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreementsincluded in the Collateral, (c) Agent shall not have any obligation or liability under any contracts, licenses, and agreements included in the Collateral by reasonof this Agreement, nor shall Agent be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforceany claim for payment assigned hereunder and (d) neither Agent nor any other Secured Party shall have any custodial or ministerial duties to perform withrespect to the Collateral pledged except as expressly set forth herein; and by way of explanation and not by way of limitation, neither Agent nor any otherSecured Party shall incur liability for any of the following: (i) defects in title to or ownership of Collateral, (ii) loss or depreciation of, or any decline in thevalue of, Collateral, or (iii) failure to present any paper for payment or protest, to protest or give notice of nonpayment or any other notice with respect to anypaper or Collateral.SECTION 4. Representations and Warranties.Each Grantor represents and warrants to the Agent, for the benefit of Secured Parties, as follows:(a) Ownership of Collateral. Except as expressly permitted by the Credit Agreement and the DIP Order, (i) such Grantor owns its interests in theCollateral free and clear of any Lien and (ii) except as set forth on Schedule 16 hereto, no effective financing statement or other instrument similar in effectcovering all or any part of the Collateral is on file in any filing or recording office, including any IP Filing Office. Each Grantor has full power and authority togrant to Agent for the benefit of the Secured Parties the security interest in all Collateral pursuant to this Agreement and to execute, deliver and perform itsobligations in accordance with the terms hereof, without the consent or approval of any other Person.(b) Perfection. Upon entry of the DIP Order by the Bankruptcy Court, the security interests in the Collateral granted to Agent for the benefit ofSecured Parties hereunder shall constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing ofUCC financing statements naming each Grantor as “debtor”, naming Agent as “Secured Party” and describing the Collateral in the filing offices with respectto such Grantor set forth on Schedule 2 annexed hereto, (ii) the entry of the DIP Order by the Bankruptcy Court, (iii) in the case of the Securities Collateralconsisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificatesrepresenting such certificated Securities and delivery of such Instruments to Agent, in each case duly endorsed or accompanied by duly executed instrumentsof assignment or transfer in blank, (iv) in the case of the Intellectual Property Collateral constituting Copyrights and Copyright Rights, in addition to the filingof such UCC financing statements, the recordation 5of a Grant with the United States Copyright Office, (v) in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motorvehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on suchcertificate of title, and (vi) in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account,Commodity Contract or Commodity Account, the execution and delivery to Agent of an agreement providing for control by Agent thereof or the filing of aPPSA financing statement in Canada, the security interests in the Collateral granted by each Grantor to Agent for the benefit of Secured Parties will constituteperfected security interests therein prior to all other Liens (except for Permitted Senior Liens), and all filings and other actions necessary or desirable to perfectand protect such security interests will have been duly made or taken. Upon the recordation of a Grant with respect to the Intellectual Property Collateral withthe applicable IP Filing Office, no subsequent purchaser or mortgagee for value may obtain claim in or title to any Intellectual Property Collateral havingpriority or seniority over the security interests in such Intellectual Property Collateral granted by each Grantor to Agent for the benefit of Secured Partiespursuant hereto.(c) Office Locations; Type and Jurisdiction of Organization; Locations of Equipment and Inventory. Each Grantor’s name as it appears inofficial filings in the jurisdiction of its organization, type of organization (i.e. corporation, limited liability company, etc.), jurisdiction of organization,principal place of business, chief executive office, office where such Grantor keeps its Records regarding the Accounts, Intellectual Property and originals ofChattel Paper, and organization number, if any, provided by the applicable Government Authority of the jurisdiction of organization are set forth on Schedule3 annexed hereto. All of the Equipment and Inventory is located at the places set forth on Schedule 4 annexed hereto, except for Inventory which, in the ordinarycourse of business, is in transit either (i) from a supplier to a Grantor, (ii) between the locations set forth on Schedule 4 annexed hereto, or (iii) to customers ofa Grantor. Schedule 4A sets forth each state in which each Grantor maintains any assets, operates any portion of its business or is authorized to do business.(d) Names. No Grantor (or predecessor by merger or otherwise of such Grantor) has, within the five-year period preceding the date hereof, or, inthe case of an Additional Grantor, the date of the applicable Supplement, had a different name from the name of such Grantor listed on the signature pageshereof or of the applicable Supplement, except the names set forth on Schedule 5 annexed hereto (as amended by Agent pursuant to any such Supplement).(e) Delivery of Certain Collateral. All certificates or Instruments (excluding checks) evidencing, comprising or representing the Collateral havebeen delivered to Agent duly endorsed or accompanied by duly executed instruments of transfer or assignment in blank.(f) Securities Collateral. All of the Pledged Subsidiary Equity set forth on Schedule 6 annexed hereto has been duly authorized and validlyissued and is, in the case of stock, fully paid and non-assessable (subject to the general assessability of shares of a ULC); and in the case of all other PledgedSubsidiary Equity, subject to no assessments, capital calls or additional payment requirements of any nature, all of the Pledged Subsidiary Debt set forth onSchedule 7 annexed hereto has been duly authorized and is the legally valid and binding 6obligation of the issuers thereof and is not in default; there are no outstanding warrants, options or other rights to purchase, or other agreements outstandingwith respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6annexed hereto sets forth all of the Pledged Subsidiary Equity (identified as such) and all other Pledged Equity (identified as such) owned by each Grantor,and the percentage ownership in each issuer thereof; and Schedule 7 annexed hereto sets forth all of the Pledged Debt owned by such Grantor.(g) Intellectual Property Collateral. A true and complete list of all Trademark Registrations and applications for any Trademark that areowned or licensed by such Grantor, in whole or in part, is set forth on Schedule 8 annexed hereto; a true and complete list of all Patents owned or licensed bysuch Grantor, in whole or in part, is set forth on Schedule 9 annexed hereto; a true and complete list of all Copyright Registrations and applications forCopyright Registrations held (whether pursuant to a license or otherwise) by such Grantor, in whole or in part, is set forth on Schedule 10 annexed hereto; andsuch Grantor is not aware of any pending or, to its knowledge, threatened claim by any third party that any of the Intellectual Property Collateral owned, heldor used by such Grantor is invalid or unenforceable or violates or infringes on any rights of other Persons.(h) Deposit Accounts, Securities Accounts, Commodity Accounts. Schedule 11 annexed hereto lists all Deposit Accounts, Securities Accountsand Commodity Accounts (separately identified as such) owned by each Grantor, and in each case, indicates the institution or intermediary at which theaccount is held and the account name and number.(i) Chattel Paper. Such Grantor has no interest in any Chattel Paper, except as set forth in Schedule 12 annexed hereto.(j) Letter-of-Credit Rights. Such Grantor has no interest in any Letter-of-Credit Rights, except as set forth on Schedule 13 annexed hereto.(k) Documents. No negotiable Documents are outstanding with respect to any of the Inventory or other Collateral, except as set forth on Schedule14 annexed hereto.(l) Assigned Agreements. Each Assigned Agreement is in full force and effect and is enforceable against the parties thereto in accordance with itsterms.(m) Collateral Condition and Lawful Use. The Collateral is in good repair and condition in all material respects and each Grantor shall usereasonable care to prevent any of the Collateral from being damaged or depreciating, normal wear and tear excepted.(n) Chattel Paper, Accounts, General Intangibles. Collateral consisting of Chattel Paper, Accounts or General Intangibles is (i) with respect toChattel Paper and General Intangibles, to the best of its knowledge, genuine and enforceable in accordance with its terms, (ii) to the best of its knowledge, notsubject to any defense, set-off, claim, or counterclaim of a material nature against a Grantor except as to which a Grantor has notified Agent in writing, and(iii) to the best of its knowledge, not subject to any other circumstances that would impair the validity, enforceability, value or amount of such Collateralexcept as to which a Grantor has notified Agent in writing. With respect to its Accounts, except as is specifically disclosed in 7writing to the Agent, such Accounts (i) represent bona fide sales of Inventory or rendering of services to Account debtors in the ordinary course of suchGrantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper, (ii) are and will be the legal, valid and binding obligation of the Accountdebtors in respect thereof, representing unsatisfied obligations of such Account debtor and (iii) to the best of such Grantor’s knowledge after due inquiry, areand will be enforceable in accordance with their terms.In addition to the representations and warranties set forth in the Credit Agreement, the representations and warranties as to the information set forthin Schedules referred to herein are made as to each Grantor (other than Additional Grantors) as of the date hereof and as to each Additional Grantor as of thedate of the applicable Supplement, except that, in the case of a Pledge Supplement, IP Supplement or notice delivered pursuant to Section 5(d) hereof, suchrepresentations and warranties are made as of the date of such supplement or notice.SECTION 5. Further Assurances.(a) Generally. Each Grantor agrees that from time to time, at the expense of Grantors, such Grantor will promptly execute and deliver all furtherinstruments and documents, and take any and all further action, that may be necessary or desirable, or that Agent may reasonably request, in order to perfectand protect any security interest or other Lien granted or purported to be granted hereby or under the DIP Order or to enable Agent to exercise and enforce itsrights and remedies hereunder or under applicable law with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor will:(i) notify Agent in writing of receipt by such Grantor of any interest in Chattel Paper and at the request of Agent, mark conspicuously each item of ChattelPaper and each of its records pertaining to the Collateral, with a legend, in form and substance satisfactory to Agent, indicating that such Collateral is subjectto the security interest granted hereby, (ii) deliver to Agent all promissory notes and other Instruments (other than, unless requested by the Agent as providedbelow, promissory notes and other Instruments individually in a principal amount less than $10,000 and in an aggregate principal amount not in excess of$250,000 from time to time), and, at the request of Agent, all other promissory notes and instruments and original counterparts of Chattel Paper, dulyendorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Agent, (iii) (A) execute (ifnecessary) and file such financing statements and other filings or continuation statements, or amendments thereto, (B) subject to the terms and conditions setforth in the Credit Agreement, execute and deliver, and cause to be executed and delivered, agreements establishing that Agent has control of Deposit Accounts(other than Excluded Accounts) to the extent necessary or desirable for perfection, and Investment Property of such Grantor, (C) deliver such documents,instruments, notices, records and consents, and take such other actions, necessary to establish that Agent has control over electronic Chattel Paper (other thanelectronic Chattel Paper the aggregate value or face amount of which does not at any one time exceed $250,000) and Letter-of-Credit Rights (to the extent theGrantors (or any of them) are or become beneficiary of letters of credit, other than letters of credit having a face amount or value of no more than $250,000 inthe aggregate) of such Grantor, (D) promptly notify Agent (and in any event within five (5) Business Days) of any Account or Chattel Paper arising out of acontract or contracts with the United States of America, Canada or any department, agency, or instrumentality thereof (other than Accounts and Chattel Paper(x) the aggregate value of which does not at any one time exceed $500,000 or (y) which are based upon 8purchase orders which are fully satisfied within sixty (60) days of acceptance of the same by any Grantor) and, subject to Section 31, promptly (and in anyevent within five (5) Business Days) after request by Agent, execute any instruments or take any steps reasonably required by Agent in order that all moneysdue or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Secured Parties, and shall provide written notice thereofunder the Federal Assignment of Claims Act of 1940 or other applicable law, and (E) deliver such other instruments or notices, in each case, as may benecessary or desirable, or as Agent may reasonably request, in order to perfect and preserve the security interests or other Liens granted or purported to begranted hereby and under the DIP Order, (iv) furnish to Agent from time to time statements and schedules further identifying and describing the Collateral andsuch other reports in connection with the Collateral as Agent may reasonably request, all in reasonable detail, (v) subject to the limitations set forth in theCredit Agreement, at any reasonable time upon request by Agent, exhibit the Collateral to and allow inspection, examination and audit of the Collateral byAgent, or persons designated by Agent, (vi) at Agent’s request and upon reasonable prior notice, appear in and defend any action or proceeding that may affectsuch Grantor’s title to or Agent’s security interest in or other Liens on all or any part of the Collateral, and (vii) use commercially reasonable efforts to obtainany necessary consents of third parties to the creation and perfection of a security interest or other Lien in favor of Agent with respect to any Collateral. EachGrantor hereby authorizes Agent to file one or more financing statements or similar documents or continuation statements, and amendments thereto, relative toall or any part of the Collateral (including any financing statement indicating that it covers “all assets”, “all present and after-acquired personal property” or“all personal property” of such Grantor) without the signature of any Grantor. Each Grantor hereby waives, to the greatest extent permitted under applicablelaw, notice or receipt of copies of any such statements or amendments or any verification statements in respect thereof.(b) Securities Collateral. Without limiting the generality of the foregoing Section 5(a), each Grantor agrees that (i) all certificates or Instrumentsrepresenting or evidencing the Securities Collateral shall be delivered to and held by or on behalf of Agent pursuant hereto and shall be in suitable form fortransfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer orassignments in blank, all in form and substance reasonably satisfactory to Agent and (ii) it will, upon obtaining any additional Equity Interests or Debt,promptly (and in any event within three (3) Business Days for any such Equity Interests and within five (5) days for any such Debt) deliver to Agent a PledgeSupplement, duly executed by such Grantor, in respect of such additional Pledged Equity or Pledged Debt; provided, that the failure of any Grantor to executea Pledge Supplement with respect to any additional Pledged Equity or Pledged Debt shall not impair the security interest of Agent therein or otherwise adverselyaffect the rights and remedies of Agent hereunder and under the DIP Order with respect thereto. Upon each such acquisition, the representations and warrantiescontained in Section 4(f) hereof shall be deemed to have been made by such Grantor as to such Pledged Equity or Pledged Debt, whether or not such PledgeSupplement is delivered.(c) Intellectual Property Collateral. Within thirty (30) days after the end of each calendar month, each Grantor shall notify Agent in writing ofany rights to Intellectual Property Collateral acquired or created (and any additions of new tradenames or changes to existing tradenames) by such Grantor afterthe date hereof during such month and shall execute 9and deliver to Agent an IP Supplement, and a Grant for recordation in the applicable IP Filing Office with respect to each Trademark Registration, Patent orCopyright Registration (or application with respect thereto) filed during such month; provided, the failure of any Grantor to execute and deliver an IPSupplement or such Grant for recordation with respect to any additional Intellectual Property Collateral shall not impair the security interest of Agent therein orotherwise adversely affect the rights and remedies of Agent hereunder or under the DIP Order with respect thereto. Upon delivery to Agent of an IP Supplement,Schedules 8, 9 and 10 annexed hereto and Schedule A to each Grant, as applicable, shall be deemed modified to include a reference to any right, title or interestin any existing Intellectual Property Collateral or any such Intellectual Property Collateral set forth on Schedule A to such IP Supplement (and therepresentations and warranties contained in Section 4(g) hereof shall be deemed to have been made by such Grantor as of the end of such calendar month withrespect to which such IP Supplement is delivered).(d) Commercial Tort Claims. Grantors have no Commercial Tort Claims as of the date hereof, except as set forth on Schedule 1 annexed hereto.In the event that a Grantor shall at any time after the date hereof have any Commercial Tort Claims (other than Commercial Tort Claims the amount of whichdoes not exceed $250,000 in the aggregate), such Grantor shall promptly (but in any event within five (5) Business Days) notify Agent thereof in writing,which notice shall (i) set forth in reasonable detail the basis for and nature of such Commercial Tort Claim, (ii) constitute an amendment to this Agreement bywhich such Commercial Tort Claim shall constitute part of the Collateral and (iii) constitute authorization to file any additional financing statementsdescribing such Commercial Tort Claim to give Agent a perfected security interest in such Commercial Tort Claim.SECTION 6. Certain Covenants of Grantors.Each Grantor shall:(a) not use any Collateral, or permit any Collateral to be used, unlawfully or in violation of any provision of this Agreement, the DIP Order or anyapplicable statute, regulation or ordinance or any policy of insurance covering the Collateral;(b) give Agent at least 30 days’ prior written notice of (i) any change in such Grantor’s legal name (including adopting a French or combined formof name), identity or corporate structure and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization ofsuch Grantor;(c) if Agent gives value to enable such Grantor to acquire rights in or the use of any Collateral, use such value for such purposes and inaccordance with the DIP Order;(d) keep correct and accurate Records of Collateral at the locations described in Schedule 3 annexed hereto;(e) subject to the limitations set forth in the Credit Agreement, permit representatives of Agent at any time during normal business hours to inspectand make abstracts from such Records, and each Grantor agrees to render to Agent, at such Grantor’s cost and expense, such clerical and other assistance asmay be reasonably requested with regard thereto; 10(f) not permit any item of Collateral to become a fixture to real estate or an accession to other personal collateral property unless such real estate orother property is also Collateral hereunder or under another Security Document; and(g) at Agent’s request, provide Agent with schedules describing all accounts, including customer’s addresses, created or acquired by a Grantorand at Agent’s request shall execute and deliver written assignments of contracts and other documents evidencing such accounts to Agent. Together with eachschedule, Grantors shall, if requested by Agent, furnish Agent with copies of each Grantor’s sales, journals, invoices, customer purchase orders or theequivalent, and original shipping or delivery receipts for all good sold, and each Grantor warrants the genuineness thereof.SECTION 7. Special Covenants With Respect to Equipment and Inventory.Each Grantor shall:(a) if any Inventory is in possession or control of any of such Grantor’s agents or processors, upon the occurrence and during the continuation ofan Event of Default at the request of Agent, instruct such agent or processor to hold all such Inventory for the account of Agent and subject to the instructionsof Agent;(b) if any Inventory is, or becomes, subject to consignment, bill and hold, sale or return, sale on approval, or other conditional terms of sale,promptly file UCC financing statements listing the Grantor owning such Inventory as the “Secured Party” and the consignee of such Inventory as the “Debtor”and properly identifying the Inventory subject to such consignment; provided that the foregoing obligation shall not apply to consignment or similartransactions if the Inventory related thereto is less than $10,000 in value in the aggregate;(c) subject to Article V of the Credit Agreement, cause each mortgagee of real property owned by a Grantor and each landlord of real propertyleased by a Grantor to execute and deliver instruments satisfactory in form and substance to Agent by which such mortgagee or landlord subordinates itsrights, if any, in the Collateral and cause to be delivered by each such landlord collateral access agreements in form and substance satisfactory to Agentrelating to all Collateral located from time to time on all such leased premises;(d) promptly upon the issuance and delivery to such Grantor of any negotiable Document (other than checks that are promptly deposited into adeposit account subject to a perfected Lien in favor of the Agent securing the Secured Obligations) evidencing a payment obligation in excess of $10,000 or,with respect to any other negotiable Document, promptly upon Agent’s request, deliver such Document to Agent; and(e) with respect to Equipment owned at any time by such Grantor that is covered by a certificate of title (other than such Equipment having anaggregate value, for all Grantors, of no more than $200,000), promptly file with the registrar of motor vehicles or other appropriate authority in the applicablejurisdiction an application requesting the notation of the security interest created hereunder on such certificate of title. 11SECTION 8. Special Covenants with respect to Accounts and Assigned Agreements.(a) Each Grantor shall, for not less than three years from the date on which each Account of such Grantor arose, maintain (i) complete Records ofsuch Account, including records of all payments received, credits granted and merchandise returned, and (ii) all documentation relating thereto.(b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect, at its own expense, all amounts due or to becomedue to such Grantor under the Accounts in accordance with the customary payment terms with respect to such Accounts. In connection with such collections,each Grantor may take (and, upon the occurrence and during the continuance of an Event of Default at Agent’s direction, shall take) such action as suchGrantor or, following an Event of Default, Agent may deem necessary or advisable to enforce collection of amounts due or to become due under the Accounts inaccordance with the customary payment terms with respect to such Accounts; provided, however, that Agent shall have the right at any time, upon theoccurrence and during the continuation of an Event of Default, to (i) notify the account debtors or obligors under any Accounts of the assignment of suchAccounts to Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly toAgent, (ii) notify each Person maintaining a lockbox or similar arrangement to which account debtors or obligors under any Accounts have been directed tomake payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or otherarrangement directly to Agent, (iii) enforce collection of any such Accounts at the expense of Grantors, and (iv) adjust, settle or compromise the amount orpayment thereof, in the same manner and to the same extent as such Grantor might have done. All amounts and proceeds (including checks and Instruments)received by each Grantor in respect of amounts due to such Grantor in respect of the Accounts or any portion thereof (but in the case of cash, only to the extentreceived after the occurrence and during the continuance of an Event of Default) shall be received in trust for the benefit of Agent hereunder, shall be segregatedfrom other funds of such Grantor and shall be forthwith paid over or delivered to Agent in the same form as so received (with any necessary endorsement)and, to the extent applicable, in accordance with any applicable terms of the Credit Agreement and the DIP Order. Grantors shall not at any time after theoccurrence and during the continuance of an Event of Default, without the written consent of Agent, adjust, settle or compromise the amount or payment ofany Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.(c) Each Grantor shall at its expense:(i) if consistent with sound business practices, perform and observe all terms and provisions of the Assigned Agreements to be performed orobserved by it, maintain the Assigned Agreements in full force and effect, enforce the Assigned Agreements in accordance with their terms, and takeall such action to such end as may be from time to time reasonably requested by Agent; and(ii) upon request of Agent, (A) furnish to Agent, promptly upon receipt thereof, copies of all notices, requests and other documents received bysuch Grantor under or pursuant to the Assigned Agreements and from time to time such information 12and reports regarding the Assigned Agreements as Agent may reasonably request and (B) make to the parties to such Assigned Agreements suchdemands and requests for information and reports or for action as such Grantor is entitled to make under the Assigned Agreements.(d) Upon the occurrence and during the continuance of an Event of Default, no Grantor shall (i) cancel or terminate any of the AssignedAgreements or consent to or accept any cancellation or termination thereof; (ii) amend or otherwise modify the Assigned Agreements or give any consent, waiveror approval thereunder; (iii) waive any default under or breach of the Assigned Agreements; (iv) consent to or permit or accept any prepayment of amounts tobecome due under or in connection with the Assigned Agreements, except as expressly provided therein; or (v) take any other action in connection with theAssigned Agreements that could reasonably be expected to materially impair the value of the interest or rights of such Grantor thereunder or that couldreasonably be expected to materially impair the interest or rights of Agent.SECTION 9. Special Covenants With Respect to the Securities Collateral: IRREVOCABLE PROXY.(a) Form of Securities Collateral. Agent shall have the right at any time to exchange certificates or instruments representing or evidencingSecurities Collateral for certificates or instruments of smaller or larger denominations. As of the Closing Date, each limited liability company agreementgoverning the Pledged Equity shall expressly provide that such Pledged Equity is a security governed by Article 8 of the UCC (and, in the case of any Grantorthat is organized under the laws of Canada or a province or territory thereof, such Grantor represents and warrants that all interests in partnerships or limitedliability companies are a “security” for the purposes of the STA (if applicable)).(b) Covenants. Each Grantor shall, subject to the terms of the Credit Agreement, (i) not permit any issuer of Pledged Subsidiary Equity to mergeor consolidate unless all the outstanding Equity Interests of the surviving or resulting Person are, upon such merger or consolidation, pledged and becomeCollateral hereunder and no cash, securities or other property is distributed in respect of the outstanding Equity Interests of any other constituent corporation;(ii) cause each issuer of Pledged Subsidiary Equity not to issue Equity Interests in addition to or in substitution for the Pledged Subsidiary Equity issued bysuch issuer, except to such Grantor; (iii) promptly upon its acquisition (directly or indirectly) of any Equity Interests, including additional Equity Interests ineach issuer of Pledged Equity, comply with Section 5(b); (iv) promptly upon issuance of any and all Instruments or other evidences of additional Debt fromtime to time owed to such Grantor by any obligor on the Pledged Debt, comply with Section 5; (v) promptly deliver to Agent all written notices received by itwith respect to the Securities Collateral; (vi) at its expense (A) perform and comply in all material respects with all terms and provisions of any agreementrelated to the Securities Collateral required to be performed or complied with by it, (B) maintain all such agreements in full force and effect and (C) enforce allsuch agreements in accordance with their terms; and (vii) promptly execute and deliver to Agent an agreement providing for control (within the meaning underthe UCC) by Agent of all Security Entitlements, Securities Accounts, Commodity Contracts and Commodity Accounts of such Grantor. 13(c) Voting and Distributions. So long as no Event of Default shall have occurred and be continuing (or, in the case of pledged ULC Shares,until the ULC Shares are no longer registered in the name of the applicable Grantor) and except as otherwise specified in the Credit Agreement, (i) each Grantorshall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose notprohibited by the terms of this Agreement, the Credit Agreement or the DIP Order; provided, no Grantor shall exercise any such right, or refrain fromexercising any such right, if such exercise, or refrain from exercising, any such right would have a material adverse effect on the value of the SecuritiesCollateral or any part thereof; or on the rights and remedies of Agent or the Lenders under the Loan Documents or in respect of the Collateral, and (ii) eachGrantor shall be entitled, subject to the Carve-Out and the DIP Order, to receive and retain any and all dividends, other distributions, principal and interestpaid in respect of the Securities Collateral.Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Agent to any Grantor, all rights of suchGrantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease, and all such rights shallthereupon become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) all rights, if any, of suchGrantor to receive the dividends, other distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuanthereto shall cease, and all such rights shall thereupon become vested in Agent who shall thereupon have the sole right to receive and hold as Collateral suchdividends, other distributions, principal and interest payments; and (z) all dividends, principal, interest payments and other distributions which are receivedby such Grantor contrary to the provisions of clause (y) above shall be received in trust for the benefit of Agent, shall be segregated from other funds of suchGrantor and shall forthwith be paid over to Agent as Collateral in the same form as so received (with any necessary endorsements); provided, however, thatsolely 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 otherdistributions on such shares (other than to the extent same consists of certificated Pledged Equity which shall be delivered to Agent to be held in accordancewith the terms hereof) until such shares are effectively transferred in to the name of a person other than such Grantor).In order to permit Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive alldividends and other distributions which it may be entitled to receive hereunder, (I) each Grantor shall promptly execute and deliver (or cause to be executed anddelivered) to Agent all such proxies, dividend payment orders and other instruments as Agent may from time to time reasonably request, which proxies,dividend payment orders and instruments shall be effective, automatically and without the necessity of any action (including any transfer of any PledgedEquity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or Agent thereof), upon theoccurrence of an Event of Default, and (II) without limiting the effect of clause (I) above, EACH GRANTOR HEREBY GRANTS TO AGENT ANIRREVOCABLE PROXY AND IRREVOCABLE POWER OF ATTORNEY (WHICH POWER OF ATTORNEY IS COUPLED WITH ANINTEREST) to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would beentitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting atsuch meetings), 14which proxy and power of attorney shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity onthe record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or Agent thereof), upon the occurrence ofan Event of Default (except with respect to the ULC Shares) and which proxy and power of attorney shall only terminate upon the waiver of such Event ofDefault as evidenced by a writing executed by Agent and any other Person required by the terms of the Loan Documents, or on the Termination Date.(d) 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 theintention of Agent and each Grantor that neither Agent nor any Secured Party 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 contrarycontained in this Agreement, the Credit Agreement or any other Loan Document, where a Grantor is the registered and beneficial owner of ULC Shares whichare 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 areeffectively transferred into the name of the Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly,each Grantor shall be entitled, subject to the Carve-Out and the DIP Order, to receive and retain for its own account any dividend on or other distribution, ifany, 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 Shares and to control the direction, management and policies ofthe 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, theCredit 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 Secured Party, or any other Person other than the applicable Grantor, a member or shareholder of a ULC for the purposes of any ULCLaws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Grantor and further steps are taken pursuant hereto orthereto so as to register the Agent, any Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent anyprovision hereof or the Credit Agreement or any other Loan Document would have the effect of constituting Agent or any Secured Party, as applicable, amember or shareholder of any ULC prior to such time, such provision shall be severed herefrom or therefrom and shall be ineffective with respect to ULCShares which are Collateral of any Grantor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceablesuch 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 orotherwise dispose of ULC Shares in accordance with this Agreement, the Credit Agreement or the other Loan Documents, each Grantor shall not cause orpermit, or enable a Grantor that is a ULC to cause or permit, Agent or any Secured Party to: (a) be registered as a shareholder or member of such PledgedCompany; (b) have any notation entered in their favour in the share register of such Grantor; (c) be held out as shareholders or members of such Grantor;(d) receive, directly or indirectly, any dividends, property or other distributions from such Grantor by reason of Agent holding the Security Interests over theULC Shares; or (e) act as a shareholder or member of such Grantor, or exercise any rights of a shareholder or member including the right to attend a meetingof shareholders or members of such Grantor or to vote its ULC Shares. 15SECTION 10. Special Covenants With Respect to the Intellectual Property Collateral.(a) Each Grantor shall:(i) not permit the inclusion in any contract to which it hereafter becomes a party of any provision that could or might in any way impair orprevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitionsof any Intellectual Property Collateral acquired under such contracts;(ii) take any and all reasonable steps to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or inconnection with the Intellectual Property Collateral, including, without limitation, where appropriate entering into confidentiality agreements withemployees and labeling and restricting access to secret information and documents;(iii) use proper statutory notice in connection with its use of any of the Intellectual Property Collateral and products and services covered by theIntellectual Property Collateral (in the case of Intellectual Property Collateral that is acquired after the Closing Date, within a commercially reasonableperiod, but in any event within no more than 45 days after such Intellectual Property Collateral is acquired); and(iv) use a commercially appropriate standard of quality (which may be consistent with such Grantor’s past practices) in the manufacture, saleand delivery of products and services sold or delivered under or in connection with the Trademarks.(b) Except as otherwise provided in this Section 10, each Grantor shall continue to collect, at its own expense, all amounts due or to become due tosuch Grantor in respect of the Intellectual Property Collateral or any portion thereof in accordance with customary applicable payment terms. In connectionwith such collections, each Grantor may take (and, after the occurrence and during the continuance of any Event of Default at Agent’s reasonable direction,shall take) such action as such Grantor or Agent may deem reasonably necessary or advisable to enforce collection of such amounts in accordance withcustomary applicable payment terms; provided, Agent shall have the right at any time, upon the occurrence and during the continuation of an Event ofDefault, to notify the obligors with respect to any such amounts of the existence of the security interest created hereby and to direct such obligors to makepayment of all such amounts directly to Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts andto adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. All amounts andproceeds (including checks and Instruments) received by each Grantor in respect of amounts due to such Grantor in respect of the Intellectual PropertyCollateral or any portion thereof (but in the case of cash, only to the extent received after the occurrence and during the continuance of an Event of Default)shall be received in trust for the benefit of Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or deliveredto Agent in the same form as so received (with any necessary endorsement), in accordance, where applicable, with the terms of the Credit Agreement and theDIP Order. Grantors shall not at any time after the occurrence and during the 16continuance of an Event of Default, without the written consent of Agent, adjust, settle or compromise the amount or payment of any such amount or releasewholly or partly any obligor with respect thereto or allow any credit or discount thereon.(c) Each Grantor shall diligently, through counsel reasonably acceptable to Agent, prosecute, file and/or make, unless and until such Grantor, inits commercially reasonable judgment, decides otherwise, (i) any application for registration relating to any of the Intellectual Property Collateral owned, held orused by such Grantor and set forth on Schedules 8, 9 or 10 annexed hereto, as applicable, that is pending as of the date of this Agreement, (ii) any CopyrightRegistration on any existing or future unregistered but copyrightable works (except for works of nominal commercial value or with respect to which suchGrantor has determined in the exercise of its commercially reasonable judgment that it shall not seek registration), (iii) any application on any future patentablebut unpatented innovation or invention comprising Intellectual Property Collateral (except for inventions of nominal commercial value with respect to whichsuch Grantor has determined in the exercise of its commercially reasonable judgment that it shall not seek a patent), and (iv) any Trademark opposition andcancellation proceedings, renew Trademark Registrations and Copyright Registrations and do any and all acts which are necessary or desirable to preserve andmaintain all rights in all Intellectual Property Collateral (except for Intellectual Property of nominal commercial value with respect to which such Grantor hasdetermined in the exercise of its commercially reasonable judgment that it shall not maintain such proceeding or seek such protection). Any expenses incurredin connection therewith shall be borne solely by Grantors. Subject to the foregoing, each Grantor shall give Agent prior written notice of any abandonment ofany Intellectual Property Collateral (except for Intellectual Property of nominal commercial value with respect to which such Grantor has determined in theexercise of its commercially reasonable judgment that it shall not maintain such proceeding or seek such protection).(d) Except as provided herein, each Grantor shall have the right to commence and prosecute in its own name, as real party in interest, for its ownbenefit and at its own expense, such suits, proceedings or other actions for infringement, unfair competition, dilution, misappropriation or other damage, orreexamination or reissue proceedings as are necessary to protect the Intellectual Property Collateral. Each Grantor shall promptly, following its becoming awarethereof, notify Agent of the institution of, or of any adverse determination in, any proceeding (whether in an IP Filing Office or any federal, state, provincial,local or foreign court) or regarding such Grantor’s ownership, right to use, or interest in any Intellectual Property Collateral. Each Grantor shall provide toAgent any information with respect thereto reasonably requested by Agent.(e) In addition to, and not by way of limitation of, the granting of a security interest in the Collateral pursuant hereto, each Grantor, effective uponthe occurrence and during the continuance of an Event of Default, hereby assigns, transfers and conveys to Agent the nonexclusive right and license to use allTrademarks, Copyrights, Patents or technical processes (including, without limitation, the Intellectual Property Collateral) owned or used by such Grantorthat relate to the Collateral, together with any goodwill associated therewith, all to the extent necessary to enable Agent to realize on the Collateral in accordancewith this Agreement and to enable any transferee or assignee of the Collateral to enjoy the benefits of the Collateral. This right shall inure to the benefit of allsuccessors, assigns and transferees of Agent and its 17successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure orotherwise. Such right and license shall be granted free of charge, without requirement that any monetary payment whatsoever be made to such Grantor.SECTION 11. Collateral Account.[Reserved]SECTION 12. Agent Appointed Attorney-in-Fact.Each Grantor hereby irrevocably appoints Agent as such Grantor’s attorney-in-fact, which appointment is coupled with an interest, with fullauthority in the place and stead of such Grantor and in the name of such Grantor, Agent or otherwise, from time to time in Agent’s discretion (subject howeverto compliance with applicable law) to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes ofthis Agreement to the extent any such action is not inconsistent with the DIP Order or the Credit Agreement and without application to or order of theBankruptcy Court, including, without limitation:(a) to obtain and adjust insurance required to be maintained by such Grantor or paid to Agent pursuant to the Credit Agreement;(b) to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under orin respect of any of the Collateral;(c) to receive, endorse and collect any drafts or other Instruments, Documents, Chattel Paper and other documents in connection with clauses(a) and (b) above;(d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of theCollateral or otherwise to enforce or protect the rights of Agent with respect to any of the Collateral;(e) to pay or discharge taxes or Liens (other than taxes not required to be discharged pursuant to the Credit Agreement and Liens permitted underthis Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary todischarge the same to be determined by Agent in its sole discretion, any such payments made by Agent to become obligations of such Grantor to Agent, dueand payable immediately without demand;(f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments,verifications and notices in connection with Accounts and other documents relating to the Collateral; and(g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely asthough Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Grantors’ expense, at 18any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral and Agent’s security interesttherein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.Without limiting the generality of any other provision of this Agreement, Agent agrees that, except for the powers granted pursuant to clause(e) above, it will not exercise any power or authority granted pursuant to this Section 12 unless an Event of Default has occurred and is continuing.SECTION 13. Agent May Perform.If any Grantor fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and theexpenses of Agent incurred in connection therewith shall be payable by Grantors under Section 18(b).SECTION 14. Standard of Care.The powers conferred on Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise anysuch powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by ithereunder, 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 rightspertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if suchCollateral is accorded treatment substantially equal to that which Agent accords its own property.SECTION 15. Remedies.(a) Generally. If any Event of Default shall have occurred and be continuing (subject solely in the case of ULC Shares to Section 9(d)), Agentmay, to the extent any such action is not inconsistent with the DIP Order or the Credit Agreement and without application to or order of the Bankruptcy Court,exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of aSecured Party on default under the UCC (whether or not the UCC applies to the affected Collateral), and also may (i) require each Grantor to, and eachGrantor hereby agrees that it will, at its expense and upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and make itavailable to Agent at a place to be designated by Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is locatedand take possession thereof with or without judicial process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral orotherwise prepare the Collateral for disposition in any manner to the extent Agent deems appropriate, (iv) take possession of any Grantor’s premises or placecustodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor’s equipment for the purpose of completing anywork in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, (v) without notice except as specified below,sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit or for futuredelivery, at such time or times and at such price or prices and upon such other 19terms as Agent may deem commercially reasonable, (vi) exercise dominion and control over and refuse to permit further withdrawals from any DepositAccount maintained with Agent or any Lender and provide instructions directing the disposition of funds in Deposit Accounts not maintained with Agent orany Lender, (vii) provide entitlement orders with respect to security entitlements and other investment property constituting a part of the Collateral and, withoutnotice to any Grantor, transfer to or register in the name of Agent or any of its nominees any or all of the Securities Collateral and (viii) appoint by instrumentin writing a receiver, receiver-manager, manager or receiver and manager (each a “Receiver”) for the Collateral of each Grantor and with such rights, powersand authority as may be provided for in such instrument of appointment or any supplemental instrument. To the extent permitted by applicable law and theDIP Order, any Receiver appointed by the Agent shall (for the purposes relating to responsibility for the Receiver’s acts or omissions) be considered to be theagent of such Grantor. The Agent may from time to time fix the Receiver’s remuneration and such Grantor shall pay the amount of such remuneration to theAgent. The Agent shall not be liable to any Grantor or any other person in connection with appointing a Receiver or in connection with the Receiver’s actions oromissions. Agent or any Secured Party may be the purchaser of any or all of the Collateral at any such sale and Agent, as agent for and representative ofSecured Parties (but not a Secured Party in its individual capacity unless Requisite Lenders shall otherwise agree in writing), shall be entitled, for the purposeof bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply anyof the Obligations as a credit on account of the purchase price for any Collateral payable by Agent at such sale. Each purchaser at any such sale shall hold theproperty sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) allrights of redemption, valuation, extension, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute nowexisting or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of thetime and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Agent shall not be obligated tomake any sale of Collateral regardless of notice of sale having been given. Notwithstanding the foregoing sentence (but subject to the terms of the DIP Order),if, under mandatory requirements of law, the Agent shall be required to make disposition of the Collateral within a period of time which does not permit thegiving of notice to the applicable Grantor as specified in the foregoing sentence, the Agent need give the applicable Grantor only such notice of disposition asshall be reasonably practicable. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, andsuch sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against Agentarising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have beenobtained at a public sale, even if Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale orother disposition of the Collateral are insufficient to pay all the Obligations, Grantors shall be jointly and severally liable for the deficiency and the fees of anyattorneys employed by Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section 15 willcause irreparable injury to Agent, that Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenantcontained in this Section shall be specifically enforceable against such Grantor, and each Grantor hereby waives 20and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving riseto the Obligations becoming due and payable prior to their stated maturities. Each Grantor agrees not to assert against Agent or any other Secured Party as adefense (legal or equitable) as a set-off, as a counterclaim or otherwise, any claims any Grantor may have against any seller or lessor that provided personalproperty or services relating to any part of the Collateral or against any other party liable to any Secured Party for all or any part of the Secured Obligations.Each Grantor waives all exemptions and homestead rights with respect to the Collateral. Each Grantor waives any and all rights to any bond or security whichmight be required by applicable law prior to the exercise of any Agent’s or other Secured Party’s remedies against Collateral. All rights of Agent and the otherSecured Parties or otherwise arising from the security interests hereunder, and all obligations of the Grantors hereunder or under the other Loan Documentsshall be absolute and unconditional, not discharged or impaired irrespective of (and regardless of whether any Grantor receives any notice of): (i) any lack ofvalidity or enforceability of any other Loan Document, (ii) any change in the time, manner or place of payment or performance, or in any term, of all or any ofthe Secured Obligations or the Loan Documents or any other amendment or waiver or consent to any departure from any Loan Document, and any increase ordecrease from time to time in the amount of, and any payment and new incurrence from time to time of, the Secured Obligations or (iii) any exchange,insufficiency, unenforceability, enforcement, release, impairment, or non-perfection of any Collateral, or any release of or modifications to or otherinsufficiency, unenforceability or enforcement of the obligations of any obligor.(b) Securities Collateral.(i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Agentmay be compelled, with respect to any sale of all or any part of the Securities Collateral conducted without prior registration or qualification of suchSecurities Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, toacquire the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantoracknowledges that any such private placement may be at prices and on terms less favorable than those obtainable through a sale without suchrestrictions (including an offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances andthe registration rights granted to Agent by such Grantor pursuant hereto, each Grantor agrees that any such private placement shall not be deemed, inand of itself, to be commercially unreasonable solely because it is a private placement and that Agent shall have no obligation to delay the sale of anySecurities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of sale requiring registration under theSecurities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Agent determines to exercise itsright to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Securities Collateral tobe sold hereunder from time to time to furnish to Agent all such information as Agent may request in order to determine the amount of SecuritiesCollateral which may be sold by Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and ExchangeCommission thereunder, as the same are from time to time in effect. 21(ii) If Agent shall determine to exercise its right to sell all or any of the Securities Collateral pursuant to this Section, each Grantor agrees that,upon request of Agent (which request may be made by Agent in its sole discretion) and subject to applicable securities laws, such Grantor will, at itsown expense (A) execute and deliver, and cause or, to the extent such issuer is not a Subsidiary of such Grantor, use its best efforts to cause, eachissuer of the Securities Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments anddocuments, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Agent, advisable to register suchSecurities Collateral under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remaineffective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the relatedprospectus which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules andregulations of the Securities and Exchange Commission applicable thereto; (B) use its best efforts to qualify the Securities Collateral under allapplicable state securities or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Securities Collateral, asreasonably requested by Agent; (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statementwhich will satisfy the provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other acts and things as may be necessaryto make such sale of the Securities Collateral or any part thereof valid and binding and in compliance with applicable law; and (E) bear all costs andexpenses, including reasonable attorneys’ fees, of carrying out its obligations under this Section. Prior to a realization and re-registration contemplatedby Section 9(d), the foregoing provisions shall not apply to ULC Shares.(iii) Without limiting the generality of the indemnification and expense reimbursement provisions of the Credit Agreement, in the event of anyregistered offering described herein, each Grantor agrees to indemnify and hold harmless Agent, and each Secured Party and each of their respectivedirectors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which anysuch Persons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs,expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untruestatement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other suchdocument published or filed in connection with such registered offering, or any amendment or supplement thereto, or arise out of or are based uponthe omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein notmisleading, and will reimburse Agent and such other Persons for any legal or other expenses reasonably incurred by Agent and such other Persons inconnection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including any and all fees, costs and expenseswhatsoever reasonably incurred by Agent and such other Persons and counsel for Agent and other 22such Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of,any such commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Grantor mayotherwise have and shall extend upon the same terms and conditions to each Person, if any, that controls Agent or such Persons within the meaningof the Securities Act.(c) Collateral Account.[Reserved]SECTION 16. Additional Remedies for Intellectual Property Collateral.(a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Agentshall have the right (but not the obligation) to bring suit, in the name of any Grantor, Agent or otherwise, to enforce any Intellectual Property Collateral, inwhich event each Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all documents required by Agent in aid of suchenforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Agent as provided in the indemnification and expense reimbursementprovisions of the Credit Agreement and Section 18 hereof, as applicable, in connection with the exercise of its rights under this Section 16, and, to the extentthat Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section, each Grantor agrees to use all reasonablemeasures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any of the Intellectual Property Collateral by others, subject to theexercise of commercially reasonable judgment in whether and how to maintain any action, suit or proceeding against any Person so infringing reasonablynecessary to prevent such infringement; (ii) upon written demand from Agent, each Grantor shall execute and deliver to Agent an assignment or assignments ofthe Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; and eachGrantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Agent (or anySecured Party) receives cash proceeds or other value in respect of the sale of, or other realization upon, the Intellectual Property Collateral.(b) If (i) an Event of Default shall have occurred and, by reason of waiver, modification, amendment or otherwise, shall no longer be continuing,(ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment to Agent of any rights, title and interests in and to the IntellectualProperty Collateral shall have been previously made, and (iv) the Secured Obligations shall not have become immediately due and payable, then upon thewritten request of any Grantor, Agent shall promptly execute and deliver to such Grantor such assignments as may be necessary to reassign to such Grantorany such rights, title and interests as may have been assigned to Agent as aforesaid, subject to any disposition thereof that may have been made by Agent;provided, after giving effect to such reassignment, Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of Agent grantedhereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of all Liens otherthan Liens (if any) encumbering such rights, title and interest at the time of their assignment to Agent and Permitted Liens. 23SECTION 17. Application of Proceeds.Upon the occurrence and during the continuation of an Event of Default, if so determined by Agent, in its sole discretion, or upon any ApplicationEvent or acceleration of the Obligations pursuant to Article VII of the Credit Agreement, Agent shall apply the proceeds of any collection, sale, foreclosure orother realization upon any Collateral (as determined by Agent in its sole discretion) and the proceeds of any insurance policy in respect of any Collateral in theorder of application set forth in Article II of the Credit Agreement.SECTION 18. Indemnity and Expenses.(a) Grantors jointly and severally agree to indemnify Agent and each Secured Party and their respective Affiliates, directors, officers, employees,counsel, trustees, advisors, agents and attorneys-in-fact in accordance with Section 10.5 of the Credit Agreement.(b) Grantors jointly and severally agree to pay to Agent and each Secured Party upon demand the amount of any and all costs and expenses inaccordance with Section 10.4 and Section 10.5 of the Credit Agreement.(c) The obligations of Grantors in this Section 18 shall survive the termination of this Agreement and the discharge of Grantors’ other obligations,including the obligations under this Agreement, the Credit Agreement and the other Loan Documents.SECTION 19. Continuing Security Interest; Transfer of Loans; Termination and Release.(a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the TerminationDate, (ii) be binding upon Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of Agent hereunder, to thebenefit of Agent and its successors, transferees and assigns.(b) On the Termination Date, the security interest granted hereby shall terminate and all rights to the Collateral not theretofore sold or otherwisedisposed of pursuant to the exercise of rights and remedies of the Agent hereunder or as otherwise contemplated hereby shall revert to the applicable Grantors.Upon any such termination Agent will, at Grantors’ expense, execute and deliver to or at the direction of Grantors such documents as Grantors shallreasonably request to evidence such termination. In addition, upon the proposed sale or other disposition of any Collateral by Grantor in accordance with theCredit Agreement and the DIP Order for which such Grantor desires a security interest release from Agent, such a release may be obtained pursuant to theprovisions of the Credit Agreement.SECTION 20. Bayside as Agent.(a) Bayside has been appointed to act as Agent hereunder by Lenders. Agent shall be obligated, and shall have the right hereunder, to makedemands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, therelease or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. 24(b) Until the payment in full of all Obligations under the Loan Documents and the termination of the Term Loan Commitments, Agent shall at alltimes be the same Person that is Collateral Agent under the Credit Agreement. Notice of resignation by Collateral Agent pursuant to the Credit Agreement shallalso constitute notice of resignation as Agent under this Agreement; and appointment of a successor Collateral Agent pursuant to the Credit Agreement shall alsoconstitute appointment of a successor Agent under this Agreement. Upon the acceptance of any appointment as Collateral Agent under the Credit Agreement bya successor Collateral Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiringAgent under this Agreement, and the retiring Agent under this Agreement shall promptly (i) transfer to such successor Agent all sums, securities and otheritems of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties ofthe successor Agent under this Agreement, and (ii) execute (if necessary) and deliver to such successor Agent such amendments to financing statements, andtake such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the security interests createdhereunder, whereupon such retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignationhereunder as Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while itwas Agent hereunder.SECTION 21. Additional Grantors.From time to time subsequent to the date hereof, additional Persons may become Additional Grantors, by executing a Supplement. Upon deliveryof any such Supplement to Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully aparty hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not beaffected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Agent not to cause any Person to become an AdditionalGrantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomesor fails to become or ceases to be a Grantor hereunder from time to time.SECTION 22. Amendments; Etc.No amendment, modification, termination or waiver of any provision of this Agreement, and no consent to any departure by any Grantortherefrom, shall in any event be effective unless the same shall be in writing and signed by Agent and, in the case of any such amendment or modification, byGrantors; provided that notwithstanding the foregoing, this Agreement may be modified by the execution of a Supplement by an Additional Grantor inaccordance with Section 21 hereof without signature or any other act by any other Grantor and Grantors hereby waive any requirement of notice of or consentto any such Supplement. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. 25SECTION 23. Notices.Any notice or other communication herein required or permitted to be given shall be given as provided in Section 10.3 of the Credit Agreement.SECTION 24. Failure or Indulgence Not Waiver; Remedies Cumulative.No failure or delay on the part of Agent in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or beconstrued to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude any otheror further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusiveof, any rights or remedies otherwise available.SECTION 25. Severability.In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality andenforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected orimpaired thereby.SECTION 26. Headings.Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of thisAgreement for any other purpose or be given any substantive effect.SECTION 27. Governing Law; Rules of Construction(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, except (i) to the extent the law ofany other jurisdiction applies as to the perfection or enforcement of the any security interest in any Collateral (if and to the extent collateral security is grantedwith respect to the Obligations) and (ii) to the extent applicable, the Bankruptcy Code.(b) Agent and each Grantor hereby irrevocably submits to the exclusive jurisdiction and venue of the Bankruptcy Court and any state or federalcourt of the United States sitting in the State of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to thisAgreement or any of the other Loan Documents, and Agent and each Grantor hereby irrevocably agrees that all claims in respect of such action or proceedingmay be heard and determined in such state or federal court. Agent and each Grantor hereby irrevocably waives, to the fullest extent they may effectively do so,the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Grantor agrees that a final judgment in any such action orproceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 27(b) shall affectthe right of Agent to serve legal process in any other manner permitted by law or affect the right of Agent to bring any action or proceeding against any Grantoror the property of any Grantor (including the Collateral) in the courts of other jurisdictions. 26(c) The rules of construction set forth in Section 1.1 of the Credit Agreement shall be applicable to this Agreement mutatis mutandis.SECTION 28. Waiver of Jury Trial.AGENT AND EACH GRANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INSTRUMENT ORDOCUMENT DELIVERED THEREUNDER.SECTION 29. Counterparts; Execution.This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may bedetached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.Delivery of an executed signature page by facsimile, PDF or other electronic format shall be as effective as delivery of a manually executed original signaturepage, and each party hereto delivering an executed signature page hereto in electronic format agrees to deliver to each other party hereto, on request, a manuallyexecuted signature page, but the failure to deliver such manually executed signature page shall not affect the validity, effectiveness or enforceability of thesignature page delivered electronically, which shall be effective for all purposes.SECTION 30. WAIVER OF CLAIMS.EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE GRANTORS HEREBY WAIVE, TO THE EXTENT PERMITTEDBY APPLICABLE LAW AND THE DIP ORDER, AS APPLICABLE:(a) EXCEPT AS OTHERWISE PROVIDED IN THE DIP ORDER, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THEAGENT’S TAKING POSSESSION OR THE AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING WITHOUT LIMITATION,ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THEBORROWERS OR ANY GUARANTOR WOULD OTHERWISE HAVE UNDER ANY REQUIREMENT OF LAW;(b) ALL DAMAGES OCCASIONED BY SUCH TAKING OF POSSESSION EXCEPT ANY DAMAGES WHICH ARE THE DIRECTRESULT OF THE AGENT’S OR ANY LENDER’S BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;(c) ALL OTHER REQUIREMENTS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECTTO THE ENFORCEMENT OF THE AGENT’S RIGHTS HEREUNDER; AND 27(d) ALL RIGHTS OF REDEMPTION, APPRAISEMENT, STAY, EXTENSION OR MORATORIUM NOW OR HEREAFTER IN FORCEUNDER ANY APPLICABLE LAW IN ORDER TO PREVENT OR DELAY THE ENFORCEMENT OF THIS AGREEMENT OR THE ABSOLUTESALE OF THE COLLATERAL OR ANY PORTION THEREOF, AND EACH GRANTOR, FOR ITSELF AND ALL WHO MAY CLAIM UNDER IT,INSOFAR AS IT OR THEY NOW OR HEREAFTER LAWFULLY MAY, HEREBY WAIVES THE BENEFIT OF ALL SUCH LAWS.SECTION 31. Payment of Obligations.Except in accordance with the Bankruptcy Code or by an applicable order of the Bankruptcy Court, each Grantor will pay, discharge orotherwise satisfy at or before maturity or before they become delinquent, as the case may be, (i) all its post-petition material taxes and other material obligationsof whatever nature that constitute administrative expenses under Section 503(b) of the Bankruptcy Code in the Chapter 11 Cases, except, so long as nomaterial property (other than money for such obligation and the interest or penalty accruing thereon) of any Grantor is in danger of being lost or forfeited as aresult thereof, no such obligation need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings and anyrequired reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Grantor and (ii) all material obligations arisingfrom contractual obligations entered into after the Petition Date or from contractual obligations entered into prior to the Petition Date and assumed and which arepermitted to be paid post-petition by order of the Bankruptcy Court that has been entered with the consent of (or non-objection by) the Agent.SECTION 32. Remedies Cumulative.Each and every right, power and remedy hereby specifically given to the Agent and the Lenders shall be in addition to every other right, power andremedy specifically given under this Agreement, the DIP Order or the other Loan Documents or now or hereafter existing at law or in equity, or by statute andeach and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously and asoften and in such order as may be deemed expedient by the Agent or any Lender. All such rights, powers and remedies shall be cumulative and the exercise orthe beginning of exercise of one shall not be deemed a waiver of the right to exercise of any other or others. No delay or omission of the Agent or any Lender inthe exercise of any such right, power or remedy and no renewal or extension of any of the Obligations shall impair any such right, power or remedy or shall beconstrued to be a waiver of any Default or an acquiescence therein. In the event that the Agent shall bring any suit to enforce any of its rights hereunder andshall be entitled to judgment, then in such suit the Agent may recover reasonable expenses, including reasonable attorneys’ fees, and the amounts thereof shallbe included in such judgment.SECTION 33. Discontinuance of Proceedings.In case the Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry orotherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined 28adversely to the Agent, then and in every such case, but subject to such determination, the Borrowers, the other Grantors, the Agent and each holder of any ofthe Obligations shall be restored to their former positions and rights hereunder with respect to the Collateral subject to the Liens granted under this Agreementand the DIP Order, as applicable, and all rights, remedies and powers of the Agent and the Lenders shall continue as if no such proceeding had been instituted.SECTION 34. Inconsistency.In the event of any inconsistency between the provisions of this Agreement or any other Loan Document and the DIP Order, the provisions of theDIP Order shall govern.SECTION 35. Definitions.(a) Each capitalized term utilized in this Agreement that is not defined herein shall (i) have the meaning given to such term in the Credit Agreementor (ii) if such term is not defined in the Credit Agreement, shall have the meaning set forth in Articles 1, 8 or 9 of the UCC.(b) In addition, the following terms used in this Agreement shall have the following meanings:“Additional Grantor” means a Person that becomes a party hereto after the date hereof as an additional Grantor by executing a Supplement.“Assigned Agreements” means, with respect to any Grantor, the agreements set forth on Schedule 15 annexed hereto, as each such agreement may beamended, restated, supplemented or otherwise modified from time to time, including, without limitation, (a) all rights of such Grantor to receive moneys due orto become due under or pursuant to the Assigned Agreements, (b) all rights of such Grantor to receive proceeds of any Supporting Obligations with respect tothe Assigned Agreements, (c) all claims of such Grantor for damages arising out of any breach of or default under the Assigned Agreements, and (d) all rightsof such Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder and to compelperformance and otherwise exercise all remedies thereunder.“Collateral” has the meaning set forth in Section 1 hereof.“CFC” means a controlled foreign corporation (as that term is defined in the IR Code).“Copyright Registrations” means all copyright registrations issued to any Grantor and applications for copyright registration that have been or mayhereafter be issued or applied for thereon in the United States and any state thereof and in foreign countries (including, without limitation, the registrations setforth on Schedule 10 annexed hereto, as the same may be amended pursuant hereto from time to time).“Copyright Rights” means all common law and other rights in and to the Copyrights in the United States and any state thereof and in foreign countriesincluding all copyright licenses (but with respect to such copyright licenses, only to the extent permitted by such licensing 29arrangements), the right (but not the obligation) to renew and extend Copyright Registrations and any such rights and to register works protectable bycopyright and the right (but not the obligation) to sue in the name of any Grantor or in the name of Agent or any other Secured Party for past, present andfuture infringements of the Copyrights and any such rights.“Copyrights” means all items under copyright in various published and unpublished works of authorship including, without limitation, computerprograms, computer data bases, other computer software layouts, trade dress, drawings, designs, writings, and formulas (including, without limitation, theworks set forth on Schedule 10 annexed hereto, as the same may be amended pursuant hereto from time to time).“Credit Agreement” has the meaning set forth in the Preliminary Statements of this Agreement.“Default” means any Default as defined in the Credit Agreement.“Event of Default” means any Event of Default as defined in the Credit Agreement.“Excluded Accounts” means Deposit Accounts (i) containing solely Excluded Amounts or (ii) specially and exclusively used for payroll, payroll taxesand other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees.“Excluded Amounts” means (i) an aggregate amount of not more than $100,000 at any one time, credited to the Grantors and their Subsidiaries (otherthan those Subsidiaries that are CFCs), (ii) an aggregate amount of not more than $100,000 (calculated at current exchange rates) at any one time, credited toSubsidiaries of Grantors that are CFCs and (iii) any Permitted LC Collateral.“General Intangibles” means General Intangibles (as that term is defined in the UCC) and Intangibles (as that term is defined in the PPSA).“Grant” means a Grant of Trademark Security Interest, substantially in the form of Exhibit I annexed hereto, and a Grant of Patent Security Interest,substantially in the form of Exhibit II annexed hereto, and a Grant of Copyright Security Interest, substantially in the form of Exhibit III annexed hereto.“Intellectual Property Collateral” means, with respect to any Grantor all right, title and interest (including rights acquired pursuant to a license orotherwise but only to the extent permitted by agreements governing such license or other use) in and to all:(a) Copyrights, Copyright Registrations and Copyright Rights, including, without limitation, each of the Copyrights, rights, titles and interests inand to the Copyrights, all derivative works and other works protectable by copyright, which are presently, or in the future may be, owned, created (as a workfor hire for the benefit of such Grantor), authored (as a work for hire for the benefit of such Grantor), or acquired by such Grantor, in whole or in part, andall Copyright Rights with respect thereto and all Copyright Registrations therefor, heretofore or hereafter granted or applied for, and all renewals and extensionsthereof, throughout the world; 30(b) Patents;(c) Trademarks, Trademark Registrations, the Trademark Rights and goodwill of such Grantor’s business symbolized by the Trademarks andassociated therewith;(d) all trade secrets, trade secret rights, know-how, customer lists, processes of production, ideas, confidential business information, techniques,processes, formulas, and all other proprietary information; and(e) all proceeds thereof (such as, by way of example and not by limitation, license royalties and proceeds of infringement suits).“IP Filing Office” means the United States Patent and Trademark Office, the United States Copyright Office or any successor or substitute office inwhich filings are necessary or, in the opinion of Agent, desirable in order to create or perfect Liens on, or evidence the interest of Agent and Secured Parties in,any Intellectual Property Collateral.“IP Supplement” means an IP Supplement, substantially in the form of Exhibit V annexed hereto.“Patents” means all patents and patent applications and rights and interests in patents and patent applications under any domestic or foreign law that arepresently, or in the future may be, owned or held by a Grantor and all patents and patent applications and rights, title and interests in patents and patentapplications under any domestic or foreign law that are presently, or in the future may be, owned by such Grantor in whole or in part (including, withoutlimitation, the patents and patent applications set forth on Schedule 9 annexed hereto), all rights (but not obligations) corresponding thereto to sue for past,present and future infringements and all re-issues, divisions, continuations, renewals, extensions and continuations-in-part thereof.“Pledged Debt” means the Debt from time to time owed to a Grantor, including the Debt set forth on Schedule 7 annexed hereto and issued by theobligors named therein, the agreements, Instruments and certificates evidencing such Debt or any guarantee, security or other credit support or SupportingObligations therefor, and all interest, fees, cash or other property received, receivable or otherwise distributed in respect thereof or in exchange therefor.“Pledged Equity” means all Equity Interests now or hereafter owned by a Grantor, including all securities convertible into, and rights, warrants, optionsand other rights to purchase or otherwise acquire, any of the foregoing, including those owned on the date hereof and set forth on Schedule 6 annexed hereto,the certificates or other instruments representing any of the foregoing and any interest of such Grantor in the entries on the books of any securities intermediarypertaining thereto and all distributions, dividends and other property received, receivable or otherwise distributed in respect thereof or in exchange therefor.“Pledged Subsidiary Debt” means Pledged Debt owed to a Grantor by any obligor that is, or becomes, a direct or indirect Subsidiary of such Grantor, ofwhich such Grantor is a direct or indirect Subsidiary or that controls, is controlled by or under common control with such Grantor. 31“Pledged Subsidiary Equity” means Pledged Equity in a Person that is, or becomes, a direct Subsidiary of a Grantor.“Pledge Supplement” means a Pledge Supplement, in substantially the form of Exhibit IV annexed hereto, in respect of the additional Pledged Equity orPledged Debt pledged pursuant to this Agreement.“PPSA” means the Personal Property Security Act (Nova Scotia) as such legislation may be amended, renamed or replaced from time to time, and theregulations thereunder as in effect from time to time.“Secured Obligations” has the meaning set forth in Section 2 hereof.“Secured Parties” means the Lenders, the Administrative Agent, the Collateral Agent, each other Indemnitee and any other holder of any Obligation ofany Obligor.“Securities Act” means the Security Act of 1933, as amended from time to time, and any successor statute.“Securities Collateral” means, with respect to any Grantor, the Pledged Equity, the Pledged Debt and any other Equity Interests and other InvestmentProperty in which such Grantor has an interest.“STA” means the Securities Transfer Act (Nova Scotia) as such legislation may be amended, renamed or replaced from time to time, and the regulationsthereunder as in effect from time to time.“Supplement” means a supplement to this Agreement entered into by a Subsidiary of Company or another Person pursuant to Section 21 hereof and inthe form attached as Exhibit VI.“Termination Date” means the date on which (a) the Loans have been indefeasibly repaid in full, (b) all other Secured Obligations (other than UnassertedObligations) under this Agreement and the other Loan Documents have been completely discharged and (c) the Term Loan Commitments shall have beenterminated.“Trademark Registrations” means all registrations that have been or may hereafter be issued or applied for thereon in the United States and any statethereof and in foreign countries (including, without limitation, the registrations and applications set forth on Schedule 8 annexed hereto).“Trademark Rights” means all common law and other rights (but in no event any of the obligations) in and to the Trademarks in the United States andany state thereof and in foreign countries.“Trademarks” means all trademarks, service marks, designs, logos, indicia, tradenames, trade dress, corporate names, company names, businessnames, fictitious business names, trade styles and/or other source and/or business identifiers and applications pertaining thereto, owned by a Grantor, orhereafter adopted and used, in its business (including, without limitation, the trademarks specifically set forth on Schedule 8 annexed hereto). 32“UCC” has the meaning set forth in Section 1 hereof.“ULC” means a Pledged Company that is an unlimited company, unlimited liability company or unlimited liability corporation under any ULC Laws.“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.“ULC Shares” means shares, partnership interests or other Equity Interests in the capital stock of a ULC.SECTION 36. Intercreditor Agreement.The security interest granted pursuant to this Agreement, and the exercise of remedies, priority of Liens, and application of proceeds, in respect ofthe ABL DIP Credit Priority Collateral, are subject to the provisions of the Intercreditor Agreement, and any provision of this Agreement requiring delivery ofCollateral, or proceeds of Collateral, that is ABL DIP Credit Priority Collateral, to the Agent, or requiring the execution and delivery of instruments or taking ofother steps to assign moneys due or to become due under contracts constituting ABL DIP Credit Priority Collateral to Agent, for the benefit of the SecuredParties, in accordance with the Federal Assignment of Claims Act of 1940 or other similar applicable law, shall, for so long as the Intercreditor Agreement is ineffect, be deemed to require delivery thereof to the ABL Credit Agent consistent with the Intercreditor Agreement.SECTION 37. Canadian Interpretation.Where the context so requires (i) all terms defined in this Agreement by reference to the “UCC” or the “Uniform Commercial Code” shall also haveany extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, withoutlimitation, 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 UniformCommercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the STA), (iii) all references inthis Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documentsused under applicable Canadian personal property security laws, (iv) all references to federal or state securities law of the United States shall be deemed torefer also to analogous federal and provincial securities laws in Canada; (v) all references to the United States of America, or to any subdivision, departmentor agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof; (vi) allreference in the Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to theCanadian Intellectual Property Office; and (vii) all references to “Insolvency Proceeding” shall be deemed to refer also to any insolvency proceeding occurringin Canada or under Canadian law.[Remainder of page intentionally left blank] 33IN WITNESS WHEREOF, Grantors and Agent have caused this Agreement to be duly executed and delivered by their respective officers thereuntoduly authorized as of the date first written above. GRANTORS: SCHOOL SPECIALTY, INC.CLASSROOMDIRECT.COM, LLCDELTA EDUCATION, LLCSPORTIME, LLCSELECT AGENDAS, CORP.CHILDCRAFT EDUCATION CORP.BIRD-IN-HAND WOODWORKS, INC.CALIFONE INTERNATIONAL, INC.PREMIER AGENDAS, INC.FREY SCIENTIFIC, INC.SAX ARTS & CRAFTS, INC. By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title:Signature Page to Security and Pledge AgreementAGENT: BAYSIDE FINANCE, LLC,as AgentBy: /s/ Richard Siegel Name: Richard SiegelTitle: Authorized SignatorySignature Page to Security and Pledge AgreementSchedule 1 Commercial Tort ClaimsSchool Specialty, Inc. ("SSI") v. RR Donnelley & Sons Company ("RRD"), U.S. Dist. Ct. E.D. Wis., Case No.1:12-CV-01034. SSI sued RRD for damagesresulting from a deficient printing job. The claim for direct damages in this matter is approximately $1 million. RRD counterclaimed against SSI for fraud inthe inducement and breach of contract, claiming SSI concealed known problems with the inks RRD used for the printing job, and SSI breached its contractwith RRD by cancelling purchase orders for additional work. RRD seeks damages in excess of $500,000. Schedule 2 Filing OfficesSecretary of State of Delaware – ClassroomDirect.com, LLC, Delta Education, LLC, Sportime, LLC, Califone International, Inc., Frey Scientific, Inc., SaxArts & Crafts, Inc.Secretary of State of Washington – Premier Agendas, Inc.Secretary of State of New York – Childcraft Education Corp.Secretary of State of New Jersey – Bird-In-Hand Woodworks, Inc.Department of Financial Institutions of Wisconsin – School Specialty, Inc.Nova Scotia Personal Property Registry - Select Agendas, Ltd.Schedule 3 Office Locations, Type and Jurisdiction of Organization and OrganizationalIdentification Numbers Entity Tax ID State ofDomicile Address* TypeSchool Specialty, Inc. 39-0971239 Wisconsin W6316 Design Drive Corporation Greenville, WI 54942 ClassroomDirect.com, LLC 47-0892425 Delaware W6316 Design Drive LLC Greenville, WI 54942 Childcraft Education Corp. 13-5619818 New York W6316 Design Drive Corporation Greenville, WI 54942 Bird-in-Hand Woodworks, Inc. 22-2618811 New Jersey 3031 Industry Drive Corporation Lancaster, PA 17603 Frey Scientific, Inc. 39-1953771 Delaware W6316 Design Drive Corporation Greenville, WI 54942 Sportime, LLC 22-3476939 Delaware W6316 Design Drive LLC Greenville, WI 54942 Sax Arts & Crafts, Inc. 39-1956436 Delaware W6316 Design Drive Corporation Greenville, WI 54942 Premier Agendas, Inc. 33-0481380 Washington 2000 Kentucky Street Corporation Bellingham, WA 98229Select Agendas, Corp HFX9927 Canada Unlimited Liability Company 3800 Chemin de la Cote-de-Liesse St-Laurent, QC H4T 2A7Califone International, Inc. 56-2003579 Delaware 1145 Arroyo Avenue Corporation San Fernando, CA 91340Delta Education, LLC 52-2328764 Delaware 80 Northwest Blvd LLC Nashua, NH 03063 *Address is the principal place of business, chief executive office and location of books and recordsSchedule 4 Locations of Inventory and Equipment3825 S Willow Avenue, Fresno, CA 93722W6316 Design Drive, Greenville, WI 549421156 Four Star Drive, Mount Joy, PA 17552100 Paragon Parkway, Mansfield, OH 4490380 Northwest Boulevard, Nashua, NH 030633525 South Ninth Street, Salina, KS 674013031 Industry Drive, Lancaster, PA 176031145 Arroyo Ave, San Fernando, CA1845 N. Airport, Fremont, NE 680262000 Kentucky St., Bellingham, WA 982262007 - 2019 Iowa Street, Bellingham, WA 98226400 Sequoia Drive, Suite 200, Bellingham, WA 98226625 Mount Auburn St., Cambridge, MA109 W. Commercial St., East Rochester, NY 14445 (no inventory at this location)438 Camino Del Rio South, San Diego, CA 921083175 Northwoods Parkway, Norcross, GA 30071 (no inventory at this location)Bailee Locations222 Tappan Drive, Mansfield, OH 449061000 Stricker Road, Mount Joy, PA 1755260 Grumbacher Road, York, PA 17406Archway NM, 1600 First Street NW, Albuquerque, NM 87102Archway Southwest, 600 Freeport Parkway, Coppell, TX 75019Educators Book Depository of AR, 6700 Sloane Drive, Little Rock, AR 72206Florida School Book Depository, 1125 North Ellis Road, Jacksonville, FL 32254Mountain State Schoolbook Depository, PO Box 160250, Clearfield, UT 84016Northwest Textbook Depository, PO Box 5608, Portland, OR 97228Archway Oklahoma, 5600 SW 36th Street, Oklahoma City, OK 73179Professional Book Distributors, 3280 Summit Ridge, Duluth, GA 30096RL Bryan Company, 301 Greystone Boulevard, Columbia, SC 29210School Book Supply Co of LA, 9380 Ashland Road, Gonzales, LATennessee Book Company, 1550 Heil Quaker Boulevard, LaVergne, TN 37086The James & Law Company, 217 West Main Street, Clarksburg, WV 26302Smart Warehousing, 9850 Industrial Boulevard, Lexena, KS 66215Farmington Public Schools, 32789 West Ten Mile Road, Farmington, MI 48336Royal Seating Corporation, 1110 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation, 1201 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation, V-Building, 600 South Rusk, Cameron, TX 76520Royal Seating Corporation, W-Building, 409 South Karnes, Cameron, TX 76520Royal Seating Corporation, X-Building, 1050 Dossett Street, Cameron, TX 76520Royal Seating Corporation, Y-Building, 659 South Bowie Ave., Cameron, TX 76520Royal Seating Corporation, Z-Building, 620 South Bowie Ave., Cameron, TX 76520Cargo Zone LLC 6200 North 16th Street, Omaha, NE 68110TAYLOR TEXAS FACILITY:1103 NW Carlos Parker Blvd.Taylor, TX 76574Property Owner:Taylor CPB Property LLC3500 W 75th St, Suite 200Prairie Creek, KS 66208Lessor:Pan Pacific Sourcing, LLC481 Great Plain Ave.Needham, MA 02492-3728Print Partner locationsPremier Print Partner PlantsCDS2661 S. Pacific Hwy.Medford, OR 97501AndDock #32603 S. Pacific HwyMedford, OR 97501Heuss Printing, Inc.903 North 2nd StreetAmes, IA 50010LewisColor30 Joe Kennedy BlvdStatesboro, GA 30458Pioneer GraphicsPO Box 2516Waterloo, IA 50704316 W.5th StreetWaterloo, IA 50701Premier Impressions194 Woolverton Rd.Grimsby ON L3M 4E7CanadaPremier PrintingOne Beghin AveWinnipeg, MB R2J 3X5PrintComm2929 Davison Rd.Flint, MI 48506Printing Enterprises1411 First Avenue NWNew Brighton, MN 55112Sentinel Printing250 North Highway 10St. Cloud, MN 56304Spangler Graphics2930 and 2950 South 44th StreetKansas City, KS 66106Walsworth Publishing Co306 North Kansas AvenueMarceline, MO 64658Schedule 4A Locations of Assets; Operation of BusinessDomestic and Foreign Entity Filings Jurisdictions:School Specialty, Inc.Alabama MississippiArizona MissouriArkansas MontanaCalifornia NebraskaConnecticut NevadaDistrict of Columbia New HampshireFlorida New JerseyGeorgia New MexicoHawaii New YorkIdaho North CarolinaIllinois North DakotaIndiana OhioIowa OklahomaKansas OregonKentucky PennsylvaniaLouisiana South CarolinaMaryland TennesseeMassachusetts TexasMichigan VirginiaMinnesota WashingtonWest Virginia WisconsinPremier Agendas, Inc.Alabama NevadaAlaska New HampshireArizona New JerseyCalifornia New MexicoColorado New YorkConnecticut North CarolinaHawaii North DakotaIdaho OhioIllinois OklahomaIndiana OregonIowa PennsylvaniaKentucky Rhode IslandLouisiana South CarolinaMaine TennesseeMaryland TexasMassachusetts UtahMichigan VermontMinnesota VirginiaMississippi WashingtonMissouri West VirginiaMontana WisconsinNebraska WyomingDelta Education, LLCDelawareAlabamaCaliforniaIllinoisIndianaLouisianaMassachusettsNew HampshireNew YorkTexasSportime, LLCDelawareCaliforniaColoradoGeorgiaMississippiNew YorkChildcraft Education Corp.ArizonaCaliforniaConnecticutFloridaMassachusettsNew YorkPennsylvaniaTennesseeWyomingSax Arts & Crafts, Inc.DelawareFrey Scientific, Inc.DelawareClassroomDirect.com, LLCDelawareAlabamaIndianaCalifone International, Inc.DelawareCaliforniaBird-in-Hand Woodworks, Inc.New JerseyPennsylvaniaFiling Jurisdictions:Select Agendas, Corp.Nova ScotiaSchedule 5 Other NamesNoneSchedule 6 - Pledged Equity Entity Tax ID Domicile Authorized Pledged ClassroomDirect.com, LLC 47-0892425 Delaware N/A 1 member share Childcraft Education Corp. 13-5619818 New York 3,000,000 1,000 Bird-in-Hand Woodworks, Inc. 22-2618811 New Jersey 2,500 5 Frey Scientific, Inc. 39-1953771 Delaware 3,000 100 Sportime, LLC 22-3476939 Delaware N/A 100 Sax Arts & Crafts, Inc. 39-1956436 Delaware 100 100 Premier Agendas, Inc. 33-0481380 Washington 1,000,000 11,200 Select Agendas, Corp HFX9927 Canada N/A 1,000 Califone International, Inc. 56-2003579 Delaware 1,000 100 Delta Education, LLC 52-2328764 Delaware N/A 100 Premier School Agendas, Ltd. 126517564 Canada 100 65 The outstanding shares or membership interests of all entities are 100% owned by School Specialty, Inc., with the exception of Bird-in-Hand Woodworks,Inc., which is 100% owned by Childcraft Education Corp.All outstanding shares and interests are pledged with the exception of Premier School Agendas, Ltd. which is considered a controlled foreign corporation andtherefore only 65% of the outstanding is being pledged.Schedule 7 Pledged DebtPromissory Note dated 9/19/11 issued by North Putnam Community Schools to Delta Education, LLC in the original principal amount of $42,765.27Intercompany Subordinated Demand Promissory Note by each Grantor in favor of each other Grantor dated May 22, 2012SCHEDULE 8toSECURITY AND PLEDGE AGREEMENT (BAYSIDE)United States Trademarks Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing Date1ST & Design Premier Agendas, Inc. Registered 1753883 23-Feb-1993 610 Califone International, Inc. Registered 4091042 85/354,375 24-Jan-2012 23-Jun-2011ABC Childcraft Education Corp Registered 3264692 78/922,715 17-Jul-2007 05-Jul-2006ABC School Specialty, Inc. Pending 85/739,308 26-Sep-2012ABC School Specialty, Inc. Pending 85/744,810 03-Oct-2012ABC School Specialty, Inc. Pending 85/752,878 12-Oct-2012ABC School Specialty, Inc. Pending 85/758,695 19-Oct-2012ABC School Specialty, Inc. Pending 85/764,916 26-Oct-2012ABC SCHOOL SUPPLY Childcraft Education Corp Registered 2298368 07-Dec-1999 ABC WHERE EDUCATION MEETSIMAGINATION and Design Childcraft Education Corp Registered 2338224 04-Apr-2000 ABILITATIONS Sportime, LLC Registered 1741976 74/265,815 22-Dec-1992 15-Apr-1992ACADEMY OF MATH School Specialty, Inc. Registered 2757555 78/107,494 26-Aug-2003 07-Feb-2002ACADEMY OF READING Registered 2713411 76/433,433 06-May-2003 23-Jul-2002AGENDA MATE Premier Agendas, Inc. Registered 2161267 02-Jun-1998 AUTOSKILL School Specialty, Inc. Pending 85/440,105 05-Oct-2011AUTOSKILL School Specialty, Inc. Registered 2501650 76/018,479 30-Oct-2001 05-Apr-2000Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateAV2 Califone International, Inc. Registered 4,222,827 85/351,692 09-Oct-2012 21-Jun-2011B THE SPEECH BIN & Design Sportime, LLC Registered 1542482 06-Jun-1989 BASE TEN FRIES Delta Education, LLC Registered 2343563 18-Apr-2000 BECAUSE CHILDREN LEARN BY DOING Delta Education, LLC Registered 1907146 25-Jul-1995 BECKLEY CARDY & Design School Specialty, Inc. Registered 3444300 77/262,873 10-Jun-2008 23-Aug-2007BIRD-IN-HAND Childcraft Education Corp Registered 3954275 85/115,820 03-May-2011 25-Aug-2010BIRD-IN-HAND and Design Childcraft Education Corp Registered 3954276 85/115,823 03-May-2011 25-Aug-2010BRODHEAD GARRETT School Specialty, Inc. Registered 2393549 75/843,310 10-Oct-2000 08-Nov-1999CALIFONE Califone International, Inc. Registered 4137682 85/254,328 08-May-2012 01-Mar-2011CALIFONE Califone International, Inc. Registered 2130349 20-Jan-1998 CALIFONE Califone International, Inc. Registered 1186512 19-Jan-1982 CALIFONE & Design Califone International, Inc. Registered 582612 24-Nov-1953 CATCH BALL and Design Sportime, LLC Registered 1836922 74/278,480 17-May-1994 26-May-1992CATT School Specialty, Inc. Pending 85/600,067 17-Apr-2012CELL-U-LAR RUBBER TECHNOLOGY(Stylized) Sportime, LLC Registered 2986067 78/134,349 16-Aug-2005 10-Jun-2002CHILDCRAFT Childcraft Education Corp Registered 712499 72/091,591 14-Mar-1961 25-Feb-1960CHILDCRAFT Childcraft Education Corp Registered 2006367 75/026,995 08-Oct-1996 04-Dec-1995CHIME TIME Sportime, LLC Registered 1737386 74/265,816 01-Dec-1992 15-Apr-1992CLAIMS TO FAME School Specialty, Inc. Registered 2434267 06-Mar-2001 CLASSROOM DIRECT Classroom Direct.com LLC Registered 2795089 16-Dec-2003 CLASSROOM SELECT School Specialty, Inc. Registered 3162946 75/811,427 24-Oct-2006 28-Sep-1999CLASSROOM SELECT & Design School Specialty, Inc. Registered 3350057 78/846,980 04-Dec-2007 27-Mar-2006Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateCLASSROOM SELECT (stacked) School Specialty, Inc. Registered 4091699 85/033,268 24-Jan-2012 07-May-2010CLASSROOMDIRECT.COM Classroom Direct.com LLC Registered 3685902 77/686,524 22-Sep-2009 09-Mar-2009CVB CONTENT - AREA VOCABULARYBUILDER School Specialty, Inc. Published 85/053,659 03-Jun-2010CVB CONTENT - AREA VOCABULARYBUILDER School Specialty, Inc. Registered 4140407 85/976,429 08-May-2012 13-Feb-2012DECIMAL DOG Delta Education, LLC Registered 2368405 18-Jul-2000 DECIMAL DOG Delta Education, LLC Registered 2837853 04-May-2004 DELTA CIRCUITWORKS Delta Education, LLC Registered 2923833 01-Feb-2005 DELTA EDUCATION Delta Education, LLC Registered 2812356 10-Feb-2004 DELTA EDUCATION & Design Delta Education, LLC Registered 2374672 08-Aug-2000 DELTA EDUCATION & Design Delta Education, LLC Registered 2343043 18-Apr-2000 DELTA EDUCATION & Design Delta Education, LLC Registered 3797720 78/949,706 01-Jun-2010 10-Aug-2006DELTA EDUCATION SCIS 3 & Design Delta Education, LLC Registered 1783147 20-Jul-1993 DELTA SCIENCE CONTENT READERS Delta Education, LLC Registered 3706026 77/374,898 03-Nov-2009 18-Jan-2008DELTA SCIENCE FIRST READERS Delta Education, LLC Registered 3063278 78/579,490 28-Feb-2006 03-Mar-2005DELTA SCIENCE MODULE Delta Education, LLC Registered 2844301 25-May-2004 DELTA SCIENCE READERS Delta Education, LLC Registered 3229760 78/909,268 17-Apr-2007 15-Jun-2006DELTA SCIENCE RESOURCE SERVICE Delta Education, LLC Registered 3835810 77/624,467 17-Aug-2010 02-Dec-2008DIAL-A-DIGIT Delta Education, LLC Registered 2458617 05-Jun-2001 DIAL-A-DOLLAR Delta Education, LLC Registered 2458616 05-Jun-2001 DIAL-A-FRACTION Delta Education, LLC Registered 2462810 19-Jun-2001 Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateDIAL-A-PATTERN Delta Education, LLC Registered 2509886 20-Nov-2001 DIAL-A-TIME Delta Education, LLC Registered 2456424 29-May-2001 DIAL-A-TRIAL Delta Education, LLC Registered 2509888 20-Nov-2001 DIAL-A-VOLUME Delta Education, LLC Registered 2509887 20-Nov-2001 DISCOVER AGENDA Premier Agendas, Inc. Registered 2722431 03-Jun-2003 DISCOVERY Califone International, Inc. Registered 4091043 85/354,379 24-Jan-2012 23-Jun-2011DOTCAR Delta Education, LLC Registered 3100515 78/628,430 06-Jun-2006 12-May-2005DSM THIRD EDITION Delta Education, LLC Pending 85/352,961 22-Jun-2011EDUCATION ESSENTIALS School Specialty, Inc. Registered 3033079 78/402,586 20-Dec-2005 15-Apr-2004EDUCATORS PUBLISHING SERVICE School Specialty, Inc. Registered 2988601 76/575,452 30-Aug-2005 17-Feb-2004EPS School Specialty, Inc. Registered 3813140 77/783,358 06-Jul-2010 17-Jul-2009EPS School Specialty, Inc. Registered 3798641 77/782,872 08-Jun-2010 16-Jul-2009EPS School Specialty, Inc. Registered 2287995 19-Oct-1999 EPS School Specialty, Inc. Registered 2292730 16-Nov-1999 EPS & Design School Specialty, Inc. Registered 3039679 76/621,988 10-Jan-2006 22-Nov-2004EPS & Design School Specialty, Inc. Registered 2281714 28-Sep-1999 EPS -CL16 School Specialty, Inc. Registered 2279489 21-Sep-1999 EPS PHONICS PLUS School Specialty, Inc. Registered 3218947 78/722,904 13-Mar-2007 29-Sep-2005EXPLODE THE CODE School Specialty, Inc. Registered 2276181 07-Sep-1999 EXPLORER Califone International, Inc. Registered 4091044 85/354,386 24-Jan-2012 23-Jun-2011FAST FOOD FOR THOUGHT Delta Education, LLC Registered 1877608 07-Feb-1995 FRACTION BURGER Delta Education, LLC Registered 2755799 26-Aug-2003 FRACTIONOES Delta Education, LLC Registered 2462811 19-Jun-2001 FREY CHOICE School Specialty, Inc. Registered 3842515 77/704,182 31-Aug-2010 01-Apr-2009Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateFREY SCIENTIFIC School Specialty, Inc. Registered 2393552 75/843,889 10-Oct-2000 08-Nov-1999FREY SECURE School Specialty, Inc. Registered 3842513 77/704,177 31-Aug-2010 01-Apr-2009FREY SELECT School Specialty, Inc. Registered 3842514 77/704,180 31-Aug-2010 01-Apr-2009GETTING STARTED WITHMANIPULATIVES (Stylized) Delta Education, LLC Registered 3010435 76/613,053 01-Nov-2005 20-Sep-2004GO WORKBOOK Premier Agendas, Inc. Registered 3117882 78/277,792 18-Jul-2006 23-Jul-2003GOT IT! Califone International, Inc. Registered 3755877 77/632,278 02-Mar-2010 12-Dec-2008HELPING EDUCATORS ENGAGE ANDINSPIRE STUDENTS OF ALL AGES ANDABILITIES TO LEARN School Specialty, Inc. Registered 3652327 77/464,756 07-Jul-2009 02-May-2008HEXAGONOES Delta Education, LLC Registered 3475563 77/339,063 29-Jul-2008 28-Nov-2007HUSH BUDDY Califone International, Inc. Published 85/389,616 04-Aug-2011IF I PLAN TO LEARN, I MUST LEARN TOPLAN Premier Agendas, Inc. Registered 2120484 75/099,048 09-Dec-1997 06-Mar-1996INCOMMAND Premier Agendas, Inc. Pending 85/627,761 17-May-2012INCOMMAND PRO Premier Agendas, Inc. Pending 85/627,763 17-May-2012INQUIRY INVESTIGATIONS Delta Education, LLC Registered 4109628 85/078,862 06-Mar-2012 06-Jul-2010INTEGRATIONS Sportime, LLC Registered 2793125 78/154,693 09-Dec-2003 15-Aug-2002JOURNEY TO SUCCESS Premier Agendas, Inc. Registered 4094352 85/082,650 31-Jan-2012 12-Jul-2010KORNERS FOR KIDS Childcraft Education Corp Registered 1933650 07-Nov-1995 LEARNING OUTLET School Specialty, Inc. Registered 4089263 85/327,528 17-Jan-2012 23-May-2011LITERACY LEADERS School Specialty, Inc. Registered 3423913 77/191,219 06-May-2008 26-May-2007MAGNASTIKS (Stylized) Childcraft Education Corp Registered 1272927 73/413,192 03-Apr-1984 18-Jan-1983MAGTILES School Specialty, Inc. Registered 3550881 77/149,992 23-Dec-2008 05-Apr-2007MAKE IT A RULE TO PLAN Premier Agendas, Inc. Registered 2118995 75/100,716 09-Dec-1997 08-May-1996Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateMAKE TODAY COUNT School Specialty, Inc. Registered 2279483 21-Sep-1999 MAKING CONNECTIONS School Specialty, Inc. Registered 3218948 78/722,907 13-Mar-2007 29-Sep-2005MATH IN A NUTSHELL Delta Education, LLC Registered 2458341 05-Jun-2001 MATH TUNE-UPS Delta Education, LLC Registered 2605461 06-Aug-2002 NATURE'S IMPRESSIONS School Specialty, Inc. Registered 3646434 77/598,303 30-Jun-2009 22-Oct-2008NEO/BLOOD Delta Education, LLC Registered 2552466 26-Mar-2002 NEO/LAB Delta Education, LLC Registered 2460125 12-Jun-2001 NEO/RESOURCE Delta Education, LLC Registered 2451571 15-May-2001 NEO/SCI Delta Education, LLC Registered 3696397 77/291,723 13-Oct-2009 28-Sep-2007NEO/SLIDE Delta Education, LLC Registered 2451570 15-May-2001 ODYSSEY Califone International, Inc. Pending 85/354,383 23-Jun-2011OLIVIA OWL Premier Agendas, Inc. Registered 2120485 75/099,520 09-Dec-1997 06-May-1996ONTRAC Premier Agendas, Inc. Registered 3842377 77/648,035 31-Aug-2010 13-Jan-2009ONTRAC Premier Agendas, Inc. Registered 3793647 77/369,947 25-May-2010 11-Jan-2008OTMP Premier Agendas, Inc. Pending 85/767,880 31-Oct-2012PATH DRIVER School Specialty, Inc. Pending 85/654,564 18-Jun-2012PATH DRIVER FOR MATH School Specialty, Inc. Pending 85/566,908 12-Mar-2012PATH DRIVER FOR MATH USE DATA TODRIVE A PATH TO SUCCESS Logo School Specialty, Inc. Pending 85/655,326 19-Jun-2012PATH DRIVER FOR READING School Specialty, Inc. Pending 85/566,906 12-Mar-2012PATH DRIVER FOR READING USE DATATO DRIVE A PATH TO SUCCESS Logo School Specialty, Inc. Pending 85/655,328 19-Jun-2012PHYSIO-ROLL and Design Sportime, LLC Registered 1766015 74/306,216 20-Apr-1993 21-Aug-1992PORTFOLIO School Specialty, Inc. Registered 4016804 85/036,884 23-Aug-2011 12-May-2010Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DatePREMIER GO PROGRAM Premier Agendas, Inc. Registered 3117874 78/262,399 18-Jul-2006 13-Jun-2003PREMIER OTMP Premier Agendas, Inc. Pending 85/767,883 31-Oct-2012PREMIER OTMP CURRICULUM Premier Agendas, Inc. Pending 85/767,887 31-Oct-2012PREMIER OTMP PROGRAM Premier Agendas, Inc. Pending 85/767,886 31-Oct-2012PREMIER OTMP SKILL-BUILDINGPROGRAM Premier Agendas, Inc. Pending 85/767,889 31-Oct-2012PREMIERCAMPUS Premier Agendas, Inc. Registered 3695170 77/663,998 13-Oct-2009 05-Feb-2009PRIMARY PHONICS School Specialty, Inc. Registered 2325691 07-Mar-2000 PROJECTS BY DESIGN School Specialty, Inc. Registered 3852130 77/682,097 28-Sep-2010 03-Mar-2009RAG BALL & Design Sportime, LLC Registered 3548583 76/338,171 23-Dec-2008 15-Nov-2001RAISING RESPECT: TAKE A STANDAGAINST BULLYING Premier Agendas, Inc. Pending 85/736,959 09-24-2012RAISING STUDENT ACHIEVEMENT School Specialty, Inc. Registered 4065748 85/152,081 06-Dec-2011 13-Oct-2010RAISING STUDENT ACHIEVEMENT Logo School Specialty, Inc. Registered 4065749 85/152,082 06-Dec-2011 13-Oct-2010RE-PRINT Classroom Direct.com LLC Registered 1793996 74/338,876 21-Sep-1993 10-Dec-1992S.P.I.R.E. (SPIRE) School Specialty, Inc. Registered 2048906 01-Apr-1997 SAX School Specialty, Inc. Registered 2257283 75/525,966 29-Jun-1999 27-Jul-1998SAX and Design School Specialty, Inc. Registered 3327134 78/795,166 30-Oct-2007 19-Jan-2006SCHOOL SMART School Specialty, Inc. Registered 3376477 78/630,773 29-Jan-2008 16-May-2005SCHOOL SMART & Design School Specialty, Inc. Registered 3735305 78/630,775 05-Jan-2010 16-May-2005SCHOOL SPECIALTY School Specialty, Inc. Registered 2086842 74/712,553 12-Aug-1997 08-Aug-1995SCHOOL SPECIALTY LITERACY ANDINTERVENTION School Specialty, Inc. Registered 3965024 85/090,230 24-May-2011 22-Jul-2010Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateSCHOOL SPECIALTY ONLINE (Design) School Specialty, Inc. Registered 3437742 78/628,899 27-May-2008 12-May-2005SCHOOL SPECIALTY THE POWER OFTEACHING. THE WONDERS OFLEARNING, & Design School Specialty, Inc. Registered 3007875 78/331,687 18-Oct-2005 21-Nov-2003SCHOOL SPECIALTY WEXPLORE School Specialty, Inc. Registered 3926476 77/787,848 01-Mar-2011 23-Jul-2009SCIENCE IN A NUTSHELL Delta Education, LLC Registered 2370886 25-Jul-2000 SCIENCE VIEW Delta Education, LLC Registered 2502701 30-Oct-2001 SITTON SPELLING AND WORD SKILLS School Specialty, Inc. Registered 3617281 77/452,338 05-May-2009 18-Apr-2008SOUNDS SENSIBLE School Specialty, Inc. Registered 2163913 09-Jun-1998 SOUNDS SENSIBLE School Specialty, Inc. Registered 3381536 77/218,893 12-Feb-2008 29-Jun-2007SPELL CHECK School Specialty, Inc. Registered 2335381 75/648,445 28-Mar-2000 25-Feb-1999SPORDAS (STYLIZED) Sportime, LLC Registered 1955231 74/285,191 06-Feb-1996 16-Jun-1992SPORTIME Sportime, LLC Registered 1665914 74/100,635 26-Nov-1991 26-Sep-1990SPORTIME Sportime, LLC Registered 1085148 73/120,398 07-Feb-1978 25-Mar-1977SPORTIME and Design Sportime, LLC Registered 2498193 76/130,890 16-Oct-2001 19-Sep-2000TEACHERS' DISCOUNT School Specialty, Inc. Registered 4,213,822 85/549,307 25-Sep-2012 22-Feb-2012THE 101 Premier Agendas, Inc. Registered 4126207 85/091,113 10-Apr-2012 22-Jul-2010THE SPEECH BIN Sportime, LLC Registered 3205537 78/801,406 06-Feb-2007 27-Jan-2006TIMETRACKER Premier Agendas, Inc. Registered 3343824 78/682,790 27-Nov-2007 01-Aug-2005TOUCHPHONICS School Specialty, Inc. Registered 2465862 03-Jul-2001 TOUCH-UNITS School Specialty, Inc. Registered 3446159 77/149,991 10-Jun-2008 05-Apr-2007TRUE-FLOW Sax Arts & Crafts, Inc. Registered 1271755 73/378,143 27-Mar-1984 04-Aug-1982TUFF-GLIDE SYSTEM Childcraft Education Corp Registered 2792916 78/103,107 09-Dec-2003 16-Jan-2002UGO365 Premier Agendas, Inc. Registered 3935126 77/791,368 22-Mar-2011 28-Jul-2009Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateUGO365 Premier Agendas, Inc. Registered 4,176,073 77/954,006 17-Jul-2012 09-Mar-2010ULTRA PLUS School Specialty, Inc. Registered 2730228 76/302,139 24-Jun-2003 20-Aug-2001VB-TRAINER Sportime, LLC Pending 85/663,797 28-Jun-2012VERSA TEMP Sax Arts & Crafts, Inc. Registered 1746677 74/263,859 19-Jan-1993 08-Apr-1992VIC (MISCELLANEOUS DESIGN ONLY) School Specialty, Inc. Registered 3024505 78/331,716 06-Dec-2005 21-Nov-2003VOCABULARY FROM CLASSICALROOTS School Specialty, Inc. Registered 3618327 77/420,054 12-May-2009 12-Mar-2008VOCABULARY FROM CLASSICALROOTS School Specialty, Inc. Registered 3614545 77/355,324 05-May-2009 19-Dec-2007WEXPLORE School Specialty, Inc. Registered 3926477 77/787,852 01-Mar-2011 23-Jul-2009WHERE EDUCATION MEETSIMAGINATION Childcraft Education Corp Registered 2388545 19-Sep-2000 WHERE THE CHILD COMES FIRST Childcraft Education Corp Registered 4273401 85/555,103 8-Jan-2013 28-Feb-2012WORDLY WISE School Specialty, Inc. Registered 2278178 14-Sep-1999 WORDLY WISE 3000 School Specialty, Inc. Registered 3217686 78/879,989 13-Mar-2007 09-May-2006WORDS I USE WHEN I WRITE School Specialty, Inc. Registered 3223075 78/914,544 27-Mar-2007 22-Jun-2006WRITE ON and Design Sax Arts & Crafts, Inc. Registered 1262365 73/378,144 27-Dec-1983 04-Aug-1982YOU FOCUS ON ACHIEVEMENT, WEFOCUS ON YOU School Specialty, Inc. Registered 3687338 77/598,309 22-Sep-2009 22-Oct-2008TRADEMARKS OTHER THAN IN THE UNITED STATES Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateABC Canada Childcraft Education Corp Registered TMA737538 1310677 03-Apr-2009 26-Jul-2006ABILITATIONS Canada Sportime, LLC Registered TMA747940 1331474 17-Sep-2009 16-Jan-2007ACADEMY OF MATH Canada School Specialty, Inc. Registered TMA614425 1123254 08-Jul-2004 26-Nov-2001ACADEMY OF READING Canada School Specialty, Inc. Registered TMA553660 1049743 13-Nov-2001 08-Mar-2000AGENDA MATE Canada Premier Agendas, Inc. Registered TMA405655 689907 27-Nov-1992 19-Sep-1991AGENDAS DESIGN Canada Premier Agendas, Inc. Registered TMA651657 1173815 27-Oct-2005 27-Oct-2005AUTOSKILL Canada School Specialty, Inc. Pending 1568321 12-Mar-2012AUTOSKILL Canada School Specialty, Inc. Registered TMA393997 673829 07-Feb-1992 16-Jan-1991AUTOSKILL & Design Canada School Specialty, Inc. Registered TMA415136 673830 06-Aug-1993 16-Jan-1991BASIC BASICS Canada Premier Agendas, Inc. Registered TMA500824 843311 17-Sep-1998 17-Sep-1998BIRD IN HAND WOODWORKS & Design Canada Childcraft Education Corp. Pending TMA837,636 1513321 04-Dec-2012 31-Jan-2011BIRD-IN-HAND Canada Childcraft Education Corp Pending 1513319 31-Jan-2011CALIFONE Canada Califone International, Inc. Registered TMA153506 297477 06-Oct-1967 02-Jun-1966CANADIAN TO THE CORE Canada Premier Agendas, Inc. Registered TMA607353 1166086 08-Apr-2004 08-Apr-2004Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateCATCHBALL Germany Select Service & Supply Co, In Registered 2069111 27-Jun-1994 31-Oct-1993CHILDCRAFT Canada Childcraft Education Corp Registered TMA656137 1242177 06-Jan-2006 29-Dec-2004CLASSROOM DIRECT & design Canada Classroom Direct.com LLC Registered TMA790151 1434680 09-Feb-2011 15-Apr-2009CLASSROOM SELECT & Design Canada School Specialty, Inc. Pending TMA835328 1500927 30-Oct-2012 25-Oct-2010CLASSROOM SELECT Horizontal Logo Canada School Specialty, Inc. Pending TMA835312 1500934 30-Oct-2012 25-Oct-2010COMPASS FOR CAMPUS Canada Premier Agendas, Inc. Registered TMA579787 1070625 23-Apr-2003 23-Apr-2003CVB CONTENT - AREA VOCABULARYBUILDER Canada School Specialty, Inc. Registered TMA829324 1485406 07-Aug-2012 16-Jun-2010DELTA EDUCATION & Design Canada Delta Education, LLC Registered TMA733131 1334846 26-Jan-2009 02-Jun-2008DELTA SCIENCE READERS Canada Delta Education, LLC Registered TMA746955 1319222 03-Sep-2009 06-Oct-2006DISCOVER AGENDA Canada Premier Agendas, Inc. Registered TMA585899 1119643 23-Jul-2003 23-Jul-2003EARLY CHILDHOOD DIRECT Canada Bird-In-Hand Woodworks, Inc Registered TMA599487 1050895 15-Jan-2004 15-Mar-2000EDUCATION ESSENTIALS Canada School Specialty, Inc. Registered TMA654482 1230486 06-Dec-2005 16-Sep-2004EPS Canada School Specialty, Inc. Registered TMA557,206 31-Jan-2002 31-Jan-2002EPS Canada School Specialty, Inc. Registered TMA551,753 28-Sep-2001 EPS Canada School Specialty, Inc. Registered TMA550,546 10-Sep-2001 10-Sep-2001Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateEPS Canada School Specialty, Inc. Registered TMA790904 1446509 16-Feb-2011 29-Jul-2009EPS Canada School Specialty, Inc. Registered TMA558,743 04-Mar-2002 04-Mar-2002FREY CHOICE Canada School Specialty, Inc. Registered TMA796468 1451837 02-May-2011 15-Sep-2009FREY SECURE Canada School Specialty, Inc. Registered TMA796480 1451833 02-May-2011 15-Sep-2009FREY SELECT Canada School Specialty, Inc. Registered TMA796481 1451834 02-May-2011 15-Sep-2009GO WORKBOOK Canada Premier Agendas, Inc. Registered TMA647913 1209178 13-Sep-2005 10-Mar-2004HABITS OF SUCCESS Canada Premier Agendas, Inc. Registered TMA563006 1070623 04-Jun-2002 04-Jun-2002HELPING EDUCATORS ENGAGE ANDINSPIRE STUDENTS OF ALL AGES ANDABILITIES TO LEARN Canada School Specialty, Inc. Registered TMA758568 1403756 02-Feb-2010 17-Jul-2008IF I PLAN TO LEARN I MUST LEARN TOPLAN Canada Premier Agendas, Inc. Registered TMA434047 731407 30-Sep-1994 30-Sep-1994INCOMMAND PRO Canada Premier Agendas, Inc. Pending 1,600,152 29-Oct-2012INQUIRY INVESTIGATIONS & Design Canada Delta Education, LLC Registered TMA826611 1508615 19-Jun-2012 20-Dec-2010INTEGRATIONS Canada Sportime, LLC Registered TMA636598 1167511 01-Apr-2005 14-Feb-2003INTEGRATIONS Germany Sportime, LLC Registered 30454687 30454687.9 17-Mar-2005 24-Sep-2004INTEGRATIONS United Kingdom Sportime, LLC Registered 2369512 2369512 08-Apr-2005 30-Jul-2004LEARNING OUTLET Canada School Specialty, Inc. Pending 1550251 01-Nov-2011MAKING CONNECTIONS Canada School Specialty, Inc. Registered TMA748126 1388573 18-Sep-2009 25-Mar-2008Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateMISCELLANEOUS DESIGN Canada School Specialty, Inc. Registered TMA724639 1218515 26-Sep-2008 28-May-2004NATURE’S IMPRESSIONS Canada School Specialty, Inc. Registered TMA785621 1422392 21-Dec-2010 18-Dec-2008ONTRAC Canada Premier Agendas, Inc. Published 1429126 26-Feb-2009OTMP Canada Premier Agendas, Inc. Pending 1,602,421 14-Nov-2012PATH DRIVER Canada School Specialty, Inc. Pending 1,586,716 18-Jul-2012PATH DRIVER FOR MATH Canada School Specialty, Inc. Pending 1,586,714 18-Jul-2012PATH DRIVER FOR READING Canada School Specialty, Inc. Pending 1,586,715 18-Jul-2012PORTFOLIO Canada School Specialty, Inc. Registered TMA823596 1483658 08-May-2012 03-Jun-2010PREMIER COMPASS AGENDA Canada Premier Agendas, Inc. Registered TMA579786 1070604 23-Apr-2003 23-Apr-2003PREMIER GO PROGRAM Canada Premier Agendas, Inc. Registered TMA668315 1184721 20-Jul-2006 30-Jul-2003PREMIER LOGO DESIGN Canada Premier Agendas, Inc. Registered TMA598636 1147943 06-Jan-2004 06-Jan-2004PREMIER OTMP Canada Premier Agendas, Inc. Pending 1,602,437 28-Nov-2012PREMIER OTMP CURRICULUM Canada Premier Agendas, Inc. Pending 1,602,425 14-Nov-2012PREMIER OTMP PROGRAM Canada Premier Agendas, Inc. Pending 1,602,423 14-Nov-2012PREMIER OTMP SKILL-BUILDINGPROGRAM Canada Premier Agendas, Inc. Pending 1,602,435 14-Nov-2012PREMIERCAMPUS Canada Premier Agendas, Inc. Registered TMA799733 1433020 10-Jun-2011 31-Mar-2009PRIMA VUE Canada Premier Agendas, Inc. Registered TMA569651 1089539 25-Oct-2002 25-Oct-2002Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DatePROJECTS BY DESIGN Canada School Specialty, Inc. Registered TMA805134 1448868 24-Aug-2011 20-Aug-2009RAISING RESPECT: TAKE A STANDAGAINST BULLYING Canada Premier Agendas, Inc. Pending 1,600,748 09-Nov-2012READ AND DISCOVER Canada Premier Agendas, Inc. Registered TMA627127 1200255 01-Dec-2004 01-Dec-2004SCHOOL SMART Canada School Specialty, Inc. Registered TMA734412 1269559 13-Feb-2009 23-Aug-2005SCHOOL SMART & Design Canada School Specialty, Inc. Registered TMA739508 1269561 06-May-2009 23-Aug-2005SCHOOL SPECIALTY Canada School Specialty, Inc. Registered TMA715934 1331578 04-Jun-2008 17-Jan-2007SCHOOL SPECIALTY LITERACY ANDINTERVENTION Canada School Specialty, Inc. Registered TMA823587 1491322 08-May-2012 05-Aug-2010SCHOOL SPECIALTY ONLINE & Design Canada School Specialty, Inc. Registered TMA765953 1279025 06-May-2010 09-Nov-2005SCHOOL SPECIALTY WEXPLORE Canada School Specialty, Inc. Registered TMA805811 1466160 31-Aug-2011 18-Jan-2010SHOW AND SHARE Canada Premier Agendas, Inc. Registered TMA625684 1200256 17-Nov-2004 17-Nov-2004SMART PACK Canada Premier Agendas, Inc. Registered TMA627128 1200254 01-Dec-2004 01-Dec-2004SOLUTION SCOLAIRE Canada School Specialty, Inc. Registered TMA816276 1473175 26-Jan-2012 15-Mar-2010SOLUTION SCOLAIRE & Design Canada School Specialty, Inc. Registered TMA808345 1482471 05-Oct-2011 25-May-2010SPORDAS Finland Select Service & Supply Co, In Registered 127477 05-Aug-1993 SPORDAS France Sportime, LLC Registered 92/442,446 12-Jun-1992 SPORDAS Germany School Specialty, Inc. Registered 2075525 13-Jun-1992 Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateSPORDAS Greece Sportime, LLC Registered 111602 26-Nov-1992 SPORDAS Ireland Sportime, LLC Registered 149159 149159 16-Jun-1992 16-Jun-1992SPORDAS Norway Select Service & Supply Co, In Registered 160551 09-Dec-1993 23-Oct-1992SPORDAS Portugal Sportime, LLC Registered 284948 284948 24-Mar-1994 30-Jul-1992SPORDAS Sweden Select Service & Supply Co, In Registered 249418 28-May-1993 SPORDAS Switzerland Sportime, LLC Registered 518250 02804/2003 23-May-2003 23-May-2003SPORDAS United Kingdom Select Service & SupplyCo, In Registered 1503060 11-Jun-1992 11-Jun-1992SPORDAS & Design Benelux Sportime, LLC Registered 519716 782031 17-Jun-1992 17-Jun-1982SPORDAS (word mark) Denmark Sportime, LLC Registered vr109531992 27-Nov-1992 SPORDAS (word stylized) Italy Sportime, LLC Registered 992210 17-Jul-1992 17-Jul-1992SPORTIME Australia Sportime, LLC Registered A605437 25-Jun-1993 25-Jun-1993SPORTIME Brazil Sportime, LLC Registered 817409459 01-Mar-1995 SPORTIME Canada Sportime, LLC Registered TMA365972 23-Feb-1990 SPORTIME Canada Sportime, LLC Registered TMA565,487 1044355 02-Aug-2002 16-Apr-1998SPORTIME Israel Sportime, LLC Pending 89910 18-Nov-1993SPORTIME Japan Sportime, LLC Registered 3141032 5072198 30-Apr-1996 Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateSPORTIME Korea, Republic of Sportime, LLC Registered 7726 156466 03-Jul-2003 SPORTIME Mexico Sportime, LLC Registered 493739 493739 10-Aug-1992 SPORTIME New Zealand Sportime, LLC Registered 236174 20-Apr-1994 20-Apr-1994SPORTIME Panama Sportime, LLC Registered 66973 66973 16-Mar-1995 16-Mar-1995SPORTIME Panama Sportime, LLC Registered 66974 66974 16-Mar-1995 16-Mar-1995SPORTIME Singapore Sportime, LLC Registered T03/12522D T03/12522D 15-Aug-2003 15-Aug-2003SPORTIME South Africa Sportime, LLC Registered 93/10983 19-Nov-1993 SPORTIME & Design Singapore Sportime, LLC Registered T03/12525I 15-Aug-2003 15-Aug-2003SPORTIME AND DESIGN Singapore Sportime, LLC Registered T03/12524J T03/12524J 15-Aug-2003 15-Aug-2003SUR LA VOIE Canada Premier Agendas, Inc. Registered TMA776090 1429044 01-Sep-2010 26-Feb-2009THE 101 Canada Premier Agendas, Inc. Registered TMA823595 1498607 08-May-2012 05-Oct-2010TIMETRACKER Canada Premier Agendas, Inc. Registered TMA768,035 1167989 28-May-2010 17-Feb-2003UGO365 Canada Premier Agendas, Inc. Registered TMA823590 1495317 08-May-2012 09-Sep-2010UGO365 Canada Premier Agendas, Inc. Pending 1495318 09-Sep-2010VB-TRAINER Canada Sportime, LLC Pending 1609766 14-Jan-2013WEXPLORE Canada School Specialty, Inc. Registered TMA805814 1466159 31-Aug-2011 18-Jan-2010WHERE THE CHILD COMES FIRST Canada Childcraft Education Corp. Pending 1568312 12-Mar-2012Trademark Registrations and Applicationsthe Company has already decided to abandon Mark Country /Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateBABY BRIGHTS BOOKS United States School Specialty, Inc. Registered 1918816 12-Sep-1995 SIDEWALK SCIENCE United States Childcraft Education Corp. Registered 3140209 05-Sep-2006 SPORTIME FITNESS & SPORT and Design United States Sportime, LLC Registered 3126350 08-Aug-2006 CLASSROOM DESIGNER United States School Specialty, Inc. Registered 3103791 13-Jun-2006 EDUCATOR PRICE United States School Specialty, Inc. Pending 85/158,273 21-Oct-2010JUNEBOX United States School Specialty, Inc. Registered 2589390 02-Jul-2002 JUNEBOX.COM United States School Specialty, Inc. Registered 2589382 02-Jul-2002 PREMIER SCIENCE United States School Specialty, Inc. Registered 2543407 26-Feb-2002 SUBSTANCE FREE KIDS United States School Specialty, Inc. Registered 3255321 26-Jun-2007 DIAL-A-SHAPE United States Delta Education, LLC Registered 2599179 23-Jul-2002 DIAL-A-VARIABLE United States Delta Education, LLC Registered 2599178 23-Jul-2002 CALIFONE Argentina Califone International, Inc. Registered 2038863 22-Aug-2005 HUFF AND PUFF United Kingdom School Specialty, Inc. Registered 2049200 20-Sep-1996 SCHEDULE 9toSECURITY AND PLEDGE AGREEMENT (BAYSIDE)Patents Title Country App. No. Filing Date Pat. No. Issue Date Status Bus. Unit / OwnerBIN AND BAY SHELVING ANDSTORAGE UNIT United States D437,706 02/20/01 Granted Childcraft Education CorpDUAL SURface BALL United States 29/151,190 10/22/01 D478367 08/12/03 Granted School Specialty, Inc.ART TABLE United States 10/068,439 02/05/02 6694893 02/24/04 Granted Childcraft Education CorpCOAT RACK AND STORAGEUNIT United States D436,263 01/16/01 Granted Childcraft Education CorpROLLING BIN United States D423,171 04/18/00 Granted Childcraft Education CorpART TABLE United States D423,254 04/25/00 Granted Childcraft Education CorpROOM DIVIDER United States D423,825 05/02/00 Granted Childcraft Education CorpHANDLES IN A PAIR OFSWINGING DOORS United States D429,097 08/08/00 Granted Childcraft Education CorpTOY REFRIGERATOR HAVINGAN ACTIVITY SURface United States 09/479,004 01/07/00 6171173 01/09/01 Granted Childcraft Education CorpMETHOD OF TEACHINGREADING (ii) United States 11/511,473 08/29/06 Published School Specialty, Inc.CORNER MOULDING ANDIMPROVED CORNERCONSTRUCTION United States 09/263,751 03/05/99 6352382 03/05/02 Granted Childcraft Education CorpCHAIR United States D470,320 02/18/03 Granted Childcraft Education CorpCHAIR United States D471,730 03/18/03 Granted Childcraft Education CorpTitle Country App. No. Filing Date Pat. No. Issue Date Status Bus. Unit / OwnerMETHOD OF TEACHINGREADING United States 09/726,550 12/01/00 6544039 04/08/03 Granted School Specialty, Inc.METHOD OF TEACHINGREADING Canada 12/01/00 2327241 06/10/08 Granted School Specialty, Inc.EDUCATIONAL GAME United States 29/241,872 11/01/05 D538,856 03/20/07 Granted School Specialty, Inc.TRAINING DEVICE United States 29/240,540 10/14/05 D537,119 02/20/07 Granted Sportime, LLCTRAINING DEVICE United States 11/365,973 03/01/06 7618358 11/17/09 Granted Sportime, LLCCORNER MOULDING ANDIMPROVED CORNERCONSTRUCTION United States 09/263,751 03/05/99 6176637 01/23/01 Granted Childcraft Education CorpSCHEDULE 10toSECURITY AND PLEDGE AGREEMENT (BAYSIDE)CopyrightsABC SCHOOL SUPPLY, INC. Claimant Title Reg. Number Reg. DateA B C School Supply, Inc. ABC School Supply, Inc. ... catalog TX0002189648 11/10/1987A B C School Supply, Inc. The Rainbow book of early learning materials TX0002282947 2/16/1988A B C School Supply, Inc. 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DateChildcraft Education Corporation Childcraft : the Growing Years, infants, earlychildhood, special ed school catalog TX0002486090 2/1/1989Carol Mardell-Czudnowski & Dorothea Goldenberg DIAL-R activity card system : developmental tasksfor school and home TX0002634186 8/9/1989Carol Mardell-Czudnowski and Dorothea S.Goldenberg Dial-R for parents : activities for the child at homekeyed to the Dial-R assessment kit TX0002634081 8/15/1989Childcraft Education Corporation Childcraft--building minds and imaginations for thegrowing years : 1990 TX0002787251 3/13/1990Childcraft Education Corporation Childcraft : the Growing Years, infants, earlychildhood, special ed school catalog TX0004140775 8/30/1995Childcraft Education Corporation Notice of grant security interest in copyrights V3437D211 6/28/1999Childcraft Education Corp Earth and Space SR0000611712 9/13/2007Childcraft Education Corp Inquiry SR0000611715 9/13/2007Childcraft Education Corp Life Science SR0000611714 9/13/2007Childcraft Education Corp Personal and Social Perspectives SR0000611711 9/13/2007Childcraft Education Corp Physical Science SR0000611710 9/13/2007Childcraft Education Corporation Let’s get cooking! / by Margot Hammond. TX0004742730 3/17/1998Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0001594688TX0002239795 3/15/19858/12/1985Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0001764297;TX0001889261 2/28/1986; 8/21/1986Childcraft Education Corporation Just for Kids! : America’s favorite children’scatalog. TX0002124525 8/3/1987Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0002009649;TX0002124526 2/24/1987 & 8/3/1987Claimant Title Reg. Number Reg. DateChildcraft Education Corporation Just for Kids! : America’s favorite children’scatalog. TX0002326459;TX0002404103;TX0002404104;TX0002403577;TX0002407643;TX0002407644 2/8/1988;9/6/1988;9/6/1988;10/24/1988;10/24/1988Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0002319535;TX0002402995;TX0002404100;TX0002402994 2/8/1988;9/6/1988;9/6/1988;9/6/1988Childcraft Education Corporation Childcraft west : the Growing Years, infants, earlychildhood, special ed. school catalog TX0002486089 2/1/1989Childcraft Education Corporation Childcraft West--building minds and imaginationsfor the growing years : 1990 TX0002787252 3/13/1990Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0002537376;TX0002515392;TX0002714983;TX0002714984;TX0002714985;TX0002714986;TX0002714987 2/15/1989;2/15/1989;12/4/1989;12/4/1989;12/4/1989;12/4/1989;12/4/1989Childcraft Education Corporation Just for Kids! : America’s favorite children’s catalog TX0002501249;TX0002501669;TX0002501670;TX0002701220;TX0002701219;TX0002701218;TX0002701216;TX0002701217 2/2/1989;2/2/1989;2/2/1989;12/1/1989;12/1/1989;12/1/1989;12/1/1989;12/1/1989Childcraft, Inc. Childcraft : toys that teach : [catalog]. TX0002765767;TX0002765768;TX0002765769;TX0002765770 3/14/1990;3/14/1990;3/14/1990;3/14/1990Childcraft, Inc. Just for Kids! : America’s favorite children’s catalog TX0002765891;TX0002765766;TX0002765892;TX0002765893 3/14/1990;3/14/1990;3/14/1990;3/14/1990Childcraft Education Corp Celebrate Science Physical Science Set SR0000611710 9/13/2007CPO SCIENCE Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Air rocket : curriculum resource guide : force,motion and energy. TX0005661277 12/19/2002CPO Science, a division of Delta Education, LLC Atom building game : structure of the atom. TX0005643457 12/19/2002CPO Science, a division of Delta Education, LLC Bathymetric map with land topography : [World] VA0001264564 6/6/2004CPO Science, a division of Delta Education, LLC Car and ramp : force and motion. TX0005643458 12/19/2002CPO Science, a division of School Specialty CPO Science Earth Science Investigation Manual. 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TX0007388274 4/26/2011CPO Science, a division of School Specialty Foundations of Physics 2nd Edition TeacherResource CD. TX0007388430 4/26/2011CPO Science, a division of Delta Education, LLC Foundations of physics : electronic book. TX0006052070 6/6/2004Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Foundations of physics ExamView Test Bank. TX0005993630 6/6/2004CPO Science, a division of Delta Education, LLC Foundations of physics : investigations / Tom Hsu. TX0005913042 1/16/2004CPO Science, a division of Delta Education, LLC Foundations of physics : teacher’s guide / Tom Hsu. TX0005994977 6/6/2004CPO Science, a division of Delta Education, LLC Foundations of physics / Tom Hsu. TX0005836561 8/19/2003CPO Science, a division of Delta Education, LLC Gears and levers : curriculum resource guide : gearslevers and rotating machines. TX0005661280 12/19/2002CPO Science, a division of Delta Education, LLC Gravity drop : free fall and the gravity drop. TX0005643454 12/19/2002CPO Science, a division of Delta Education, LLC Integrated physics and chemistry ExamView testbank. TX0005835009 12/20/2002CPO Science, a division of Delta Education, LLC Integrated physics and chemistry investigations /Tom Hsu. TX0005803522 12/20/2002CPO Science, a division of Delta Education, LLC Integrated physics and chemistry : skill andpractice worksheets. TX0005659138 12/20/2002CPO Science, a division of Delta Education, LLC Integrated physics and chemistry : teacher’s guide /Tom Hsu. TX0005659141 12/20/2002CPO Science, a division of Delta Education, LLC Integrated physics and chemistry / Tom Hsu. TX0005803523 12/20/2002CPO Science Integrated science : an investigative approach. TX0006173600 6/13/2005CPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :electronic book. TX0006166497 6/13/2005CPO Science, a division of Delta Education, LLC [Integrated science : an investigative approach examview test bank] TX0006172772 6/13/2005CPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :Investigations. TX0006176273 6/13/2005CPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :teacher’s guide. TX0006191851 6/13/2005Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :teachers support CD-ROM. TX0006166495 6/13/2005CPO Science, a division of Delta Education, LLC Introduction to earth and space science. TX0005866196 9/19/2003CPO Science, a division of Delta Education, LLC Introduction to Earth and space science :investigations. / Tom Hsu. TX0005817939 8/15/2003on text; CPO Science, division of Delta Education,LLC Introduction to Earth and space science / Tom Hsu. 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TX0007388979 4/26/2011CPO Science, a division of School Specialty. Physical, Earth, and Space Science InvestigationManual. TX0007389189 4/26/2011CPO Science, a division of School Specialty. Physical, Earth, and Space Science MultimediaDVD. TX0007392672 4/26/2011CPO Science, a division of School Specialty. Physical, Earth, and Space Science Student TextBook. TX0007389186 4/26/2011CPO Science, a division of School Specialty. Physical, Earth, and Space Science TeacherResource CD. TX0007392673 4/26/2011Claimant Title Reg. Number Reg. DateCPO Science, a division of School Specialty. Physical, Earth, and Space Science Teacher’sGuide. TX0007388873 4/26/2011CPO Science, a division of School Specialty. Physics A First Course Teacher Resource CD. TX0007229600 4/16/2008COP Science, a division of School Specialty. Focus on Life Science Teaching Illustrations. TX0007195147 4/14/2008DELTA Claimant Title Reg. Number Reg. DateDelta Education, LLC Beginnings: teacher’s guide/Herbert D. Their, RobertC. Knott TX0005877113 11/21/2003Delta Education Behavior of mealworms: teacher’s guide TX0002384470 7/8/1988Delta Education, LLC Butterflies and moths TX0005914419 2/10/2004Delta Education Butterflies and moths: teacher’s guide TX0002384468 11/1/1996Delta Education, Inc. Charge it! Static electricity: activity guide/by DeltaEducation; author, Richard Bollinger TX0004406415 11/1/1996Delta Education, Inc. Charge it! static electricity : activity journal / byDelta Education ; author, Richard Bollinger. TX0004406422 11/1/1996Delta Education Classroom plants : teacher’s guide. TX0002384473 7/8/1988Delta Education, Inc. Clear view of area and volume formulas : activities,visuals, masters. TX0004406667 2/19/1997Delta Education, LLC Color and light. TX0005914420 2/10/2004Delta Education, LLC Communities : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866655 11/21/2003Delta Education, Inc. Crystal creations : activity guide / author, CarolPrekker. TX0004406777 2/19/1997Delta Education Delta Science First Reader, Science and Literacyprogram Teacher’s Guide. TX0006898348 11/9/2007Claimant Title Reg. Number Reg. DateDelta Education Delta science module, erosion teacher’s guide. TX0006404994 6/28/2006Delta Education Delta science module, third edition : classroomplants : teacher’s guide. TX0006405648 6/28/2006Delta Education Delta science module, third edition : earth, moon,and sun : teacher’s guide. TX0006405649 6/28/2006Delta Education Delta science module, third edition : earth processes: teacher’s guide. TX0006405647 6/28/2006Delta Education Delta science module, third edition :electromagnetism : teacher’s guide. TX0006405651 6/28/2006Delta Education Delta science module, third edition : matter andchange : teacher’s guide. TX0006405646 6/28/2006Delta Education Delta science module, third edition : plant andanimal populations : teacher’s guide. TX0006405650 6/28/2006Delta Education Delta Science Modules, Third Ed., DNA: FromGenes to Proteins Teacher’s Guide. TX0006898345 11/9/2007Delta Education Delta Science Modules, Third Ed., EarthMovements, At Home Folio. TX0006897073 12/7/2007Delta Education Delta Science Modules, Third Ed., EarthMovements, At Home Folio (Spanish Edition) TX0006897105 12/7/2007Delta Education Delta Science Modules, Third Ed., EarthMovements Science Notebook. TX0006898338 11/9/2007Delta Education Delta Science Modules, Third Ed., EarthMovements Science Notebook, Spanish EditionDelta Science Modules, Third Edition. TX0006898340 11/9/2007Delta Education Delta Science Modules, Third Ed., Food Chainsand Webs, At Home Folio. TX0006897058 12/7/2007Delta Education Delta Science Modules, Third Ed., Food Chainsand Webs, At Home Folio (Spanish Edition) TX0006897064 12/7/2007Claimant Title Reg. Number Reg. DateDelta Education Delta Science Modules, Third Ed., Food Chainsand Webs Science Notebook. TX0006898323 11/9/2007Delta Education Delta Science Modules, Third Ed., Food Chainsand Webs Science Notebook, Spanish Edition. TX0006898320 11/9/2007Delta Education Delta Science Modules, Third Ed., Force andMotion, At Home Folio (Spanish Edition) TX0006897081 12/7/2007Delta Education Delta Science Modules, Third Ed., Force andMotion, At Horne Folio. TX0006897097 12/7/2007Delta Education Delta Science Modules, Third Ed., Force andMotion Science Notebook. TX0006898328 11/9/2007Delta Education Delta Science Modules, Third Ed., Force andMotion Science Notebook, Spanish Edition. TX0006898339 11/9/2007Delta Education Delta Science Modules, Third Ed., Using ScienceNotebooks Folio. TX0006897051 12/7/2007Delta Education Delta Science Reader, Astronomy. TX0006898342 11/9/2007Delta Education Delta Science Reader, Earth Movements Reader,Spanish Edition. TX0006898332 11/9/2007Delta Education Delta Science Reader, Electrical Connections DeltaScience Reader. TX0006898344 11/9/2007Delta Education Delta Science Reader, Food Chains and WebsReader, Spanish Edition. TX0006898327 11/9/2007Delta Education Delta Science Reader, Force and Motion Reader,Spanish Edition. TX0006898325 11/9/2007Delta Education, Inc. Detective lab : activity guide / by Delta Education ;author, Richard Bollinger. TX0004406417 11/1/1996Delta Education, Inc. Detective lab : activity journal / by Delta Education; author, Richard Bollinger. TX0004406416 11/1/1996Delta Education, LLC Dinosaurs and fossils. TX0005914416 2/10/2004Delta Education, LLC Discovery guide : body and senses : pre-K. TX0005699021 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Earth movements. TX0005913100 2/10/2004Delta Education, LLC Ecosystems : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866657 11/21/2003Delta Education, LLC Electrical circuits / [Sarah A. Maineri], seniorproject editor. TX0005748056 5/8/2003Delta Education Electrical circuits : teacher’s guide. TX0002384480 7/8/1988Delta Education, LLC Electrical circuits : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747210 5/9/2003Delta Education, Inc. Electromagnetism : activity guide / by DeltaEducation ; author, Sally Seehafer. TX0004406419 11/1/1996Delta Education Electromagnetism : teacher’s guide. TX0002384461 7/8/1988Delta Education, Inc. Energy & motion : activity guide / author, M. J.Lechner. TX0004410975 2/18/1997Delta Education, Inc. Energy & motion : activity journal. TX0004410976 2/18/1997Delta Education, LLC Energy sources : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005877116 11/21/2003Delta Education, LLC Environments : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866659 11/21/2003Delta Education, LLC Finding the moon. TX0005748493 5/8/2003Delta Education, LLC Finding the Moon : teacher’s guide. TX0005792811 8/12/2003Delta Education Finding the moon : teacher’s guide / by Gretchen M.Alexander. TX0002384476 7/8/1988Delta Education, LLC Flight and rocketry reader TX0005913098 2/10/2004Delta Education, Inc. Flight! gliders to jets : activity guide / by DeltaEducation ; author, Richard Bollinger. TX0004406420 11/1/1996Delta Education, LLC Food chaines and webs : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747206 5/9/2003Delta Education, LLC Food chains and webs / [Sarah A. Maineri], seniorproject editor. TX0005748057 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Force and motion : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747207 5/9/2003Delta Education From seed to plant : teacher’s guide. TX0002384472 7/8/1988Delta Education, Inc. Gears at work : activity guide / author, JoreenHendry. TX0004410977 2/18/1997Delta Education, Inc. Gears at work : activity journal / author, JoreenHendry. TX0004410978 2/18/1997Delta Education, Inc. Great sensations : smell, taste, touch : activity guide/ author, Katy Z. Allen. TX0004423398 3/3/1997Delta Education, Inc. Great sensations : smell, taste, touch : activityjournal / author, Katy Z. Allen. TX0004423399 3/3/1997Delta Education, Inc. Great sensations : vision & hearing : activity guide /author, Kathy Z. Allen. TX0004410979 2/18/1997Delta Education, Inc. Great sensations : vision & hearing : activityjournal / author, Kathy Z. Allen. TX0004410973 2/18/1997Delta Education, LLC Hexagonoes exponents : level 1 : teacher guide. TX0005853766 11/21/2003Delta Education, LLC Hexagonoes exponents : level 2 : teacher guide. TX0005853767 11/21/2003Delta Education, LLC Hexagonoes percents : level 2 : teacher guide. TX0005853768 11/21/2003Delta Education, LLC Investigating water. TX0005913096 2/10/2004Delta Education Investigating water : teacher’s guide. TX0002384457 7/8/1988Delta Education Length and capacity : teacher’s guide / by D. LouisFinsand. TX0002384462 7/8/1988Delta Education Lenses and mirrors : teacher’s guide / prepared bythe National Learning Center. TX0002384463 7/8/1988Delta Education, LLC Life cycles : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005877115 11/21/2003Delta Education Looking at liquids : teacher’s guide. TX0002384458 7/8/1988Claimant Title Reg. Number Reg. DateDelta Education, Inc. Magnetic magic : activity journal / by DeltaEducation ; author, Richard Bollinger. TX0004406421 11/1/1996Delta Education, LLC Magnets. TX0005913097 2/10/2004Delta Education, LLC Material objects : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005877114 11/21/2003Delta Education Measuring : teacher’s guide. TX0002384465 7/8/1988Delta Education Newton’s toy box : teacher’s guide. TX0006403251 6/28/2006Delta Education, LLC Observing an aquarium. TX0005914421 2/10/2004Delta Education, LLC Observing an aquarium : teacher’s guide. TX0005914412 2/10/2004Delta Education Observing an aquarium : teacher’s guide / byDeighton K. Emmons, Jr. TX0002384471 7/8/1988Delta Education, LLC Oceans. TX0005913099 2/10/2004Delta Education, LLC Oceans : teacher’s guide. TX0005914414 2/10/2004Delta Education, LLC Organisms : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866656 11/21/2003Delta Education, LLC Plant and animal life cycles. TX0005699028 5/8/2003Delta Education Plant and animal life cycles : teacher’s guide. TX0002384469 7/8/1988Delta Education Plants in our world reader. TX0006402066 6/26/2006Delta Education, LLC Pollution. TX0005913095 2/10/2004Delta Education Pond life : teacher’s guide. TX0002384467 7/8/1988Delta Education Powders and crystals : teacher’s guide. TX0002384459 7/8/1988Delta Education Properties : teacher’s guide. TX0002384460 7/8/1988Delta Education, LLC Relative position and motion : teacher’s guide /Robert C. Knott, Herbert D. Thier. TX0005866658 11/21/2003Delta Education, Inc. Rock origins : activity guide / author, RichardBollinger. TX0004406776 2/19/1997Claimant Title Reg. Number Reg. DateDelta Education Rocks and minerals : teacher’s guide / by BenWerner. TX0002384479 7/8/1988Delta Education, Inc. Seed mysteries : activity guide / author, Mary JoLechner. TX0004410972 2/18/1997Delta Education, Inc. Seed mysteries : activity journal / author, Mary JoLechner. TX0004410974 2/18/1997Delta Education, LLC Simple machines. TX0005699027 5/8/2003Delta Education Simple machines : teacher’s guide / by ElizabethFox. TX0002384481 7/8/1988Delta Education Sink or float? : teacher’s guide. TX0006403250 6/28/2006Delta Education Sink or float : teacher’s guide. TX0002384482 7/8/1988Delta Education, LLC Soil science. TX0005914417 2/10/2004Delta Education, LLC Solar system / [Sarah A. Maineri], senior projecteditor. TX0005748058 5/8/2003Delta Education, LLC Solar system : teacher’s guide / Sarah A. Maineri,senior project editor. TX0005747208 5/9/2003Delta Education, LLC Sound. TX0005913094 2/10/2004Delta Education, LLC Sound : teacher’s guide. TX0005914413 2/10/2004Delta Education Sound : teacher’s guide. TX0002384456 7/8/1988Delta Education, LLC Stages of matter : teacher’s guide. TX0005792812 8/12/2003Delta Education, LLC States of matter / [Sarah A. Maineri], senior projecteditor. TX0005748054 5/8/2003Delta Education States of matter : teacher’s guide / by MichaelWorosz. TX0002384464 7/8/1988Delta Education, LLC Sunshine and shadows. TX0005913093 2/10/2004Delta Education Sunshine and shadows : teacher’s guide. TX0002384477 7/8/1988Delta Education, LLC Using your senses / [Sarah A. Maineri], seniorproject editor. TX0005748059 5/8/2003Delta Education, LLc Using your senses : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747205 5/9/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Water cycle. TX0005914418 2/10/2004Delta Education, LLC Weather forecasting. TX0005699029 5/8/2003Delta Education Weather forecasting : teacher’s guide / by DeightonK. Emmons, Jr. TX0002384475 7/8/1988Delta Education, LLC Weather forecasting : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747209 5/9/2003Delta Education, LLC Weather instruments / [Sarah A. Maineri], seniorproject editor. TX0005748055 5/8/2003Delta Education Weather instruments : teacher’s guide / by Lester G.Paldy. TX0002384478 7/8/1988Delta Education, LLC Weather watching / [Sarah A. Maineri], seniorproject editor. TX0005748053 5/8/2003Delta Education Weather watching : teacher’s guide / by Lester G.Paldy. TX0002384474 7/8/1988Delta Education, Inc. Weather wise : activity guide / author, CeanneTzimopoulos. TX0004410969 2/18/1997Delta Education, Inc. Weather wise : activity journal / author, CeanneTzimopoulos. TX0004410970 2/18/1997Delta Education, Inc. Work : plane & simple : activity guide / author,Sally Gullatt Seehafer. TX0004410971 2/18/1997Delta Education, Inc. Work--plane and simple : activity guide / by DeltaEducation ; author, Sally Gullatt Seehafer. TX0004406418 11/1/1996Delta Education, LLC You and your body / [Sarah A. Maineri], seniorproject editor. TX0005748052 5/8/2003Delta Education, LLC You and your body : teacher’s guide. TX0005815686 8/12/2003Delta Education You and your body : teacher’s guide / by David R.Stronck. TX0002384466 7/8/1988Delta Education, Inc. Amazing air : DSM II teacher’s guide / NationalLearning Center. TX0004441524 1/9/1997Delta Education, Inc. Animal behavior : teacher’s guide. TX0004440867 1/9/1997Claimant Title Reg. Number Reg. DateDelta Education, Inc. Aquatic life mini-kit : equipment and guide to assistchildren in the exploration of an aquaticenvironment. TX0003739371 12/6/1993Delta Education, Inc. Beginnings : teacher’s guide : level K / Herbert D.Thier, Robert C. Knott. TX0003363130 6/3/1992Delta Education, Inc. Behavior of mealworms : Delta project cards /William R. Brown, Edwin P. White. TX0000957855 8/11/1982Delta Education, Inc. Body basics : activity guide. TX0004406456 11/1/1996Delta Education, Inc. Body basics : activity journal. TX0004406458 11/1/1996Delta Education, Inc. Brine shrimp : Delta project cards / William R.Brown, Edwin P. White. TX0000957849 8/11/1982Delta Education, Inc. Bubble science activity guide. TX0004406454 11/1/1996Delta Education, Inc. Bubble science activity journal. TX0004406453 11/1/1996Delta Education, Inc. Butterflies and moths : DSM II teacher’s guide. TX0004440180 1/9/1997Delta Education, Inc. Chemical interactions : teacher’s guide. TX0003842875 2/27/1995Delta Education, Inc. Classroom plants : teacher’s guide / editing JillFarinelli ; ill./art production Nancy Schoefl. TX0004442733 1/9/1997Delta Education, Inc. Clay boats : Delta project cards / William R.Brown, Edwin P. White. TX0000957850 8/11/1982Delta Education, Inc. Clear view of personal checking : simulations,activities, masters, visuals / author, Vicky L.Kouba. TX0004406666 2/19/1997Delta Education, Inc. Color and light : teacher’s guide. TX0004043757 2/27/1995Delta Education, Inc. Communities. TX0003593416 6/21/1993Delta Education, Inc. Communities : teacher’s guide, level 5 / Robert C.Knott, Herbert D. Thier. TX0003690485 9/30/1993Delta Education, Inc. Crystal creations : activity journal. TX0004406455 11/1/1996Claimant Title Reg. Number Reg. DateDelta Education, Inc. Delta Education, Inc., presents A feast of fractions /a menu of activities prepared by Sally Palow,Kathleen Knoblock, Myra Kennedy ... [et al.] ;cover ill. Rose Lowry. TX0004406537 11/1/1996Delta Education, Inc. Delta game factory / Vicky L. Kouba. TX0004406544 2/19/1997Delta Education, Inc. Delta project cards--Colored solutions / William R.Brown, Edwin P. White. TX0000842525 10/26/1981Delta Education, Inc. Delta Volume Shake : teacher’s guide. TX0004409053 11/1/1996Delta Education, Inc. Dinosaur classification : teacher’s guide. TX0004440862 1/9/1997Delta Education, Inc. DNA--from genes to proteins : teacher’s guide /author, Betty B. Hoskins. TX0003845929 6/24/1994Delta Education, Inc. Earth, moon, and sun : teacher’s guide / author[s],John G. Radzilowicz, 1952-, and Jan M. Derby ;ill. Nancy Schoefl. TX0004442655 1/9/1997Delta Education, Inc. Earth movements : DSM II teacher’s guide. TX0004441527 1/9/1997Delta Education, Inc. Earth processes : teacher’s guide. TX0004440864 1/9/1997Delta Education, Inc. Earthworms : Delta project cards / William R.Brown, Edwin P. White. TX0000957851 8/11/1982Delta Education, Inc. Ecosystems. TX0003593418 6/21/1993Delta Education, Inc. Ecosystems : SCIS 3, teacher’s guide, level 6 /Robert C. Knott, Herbert D. Thier. TX0003690482 9/30/1993Delta Education, Inc. Electrical circuits : teacher’s guide / editing EditorialServices Plus ; ill./art production Nancy Schoefl. TX0004440927 1/9/1997Delta Education, Inc. Electrical connections : activity guide. TX0004406463 11/1/1996Delta Education, Inc. Electrical connections : teacher’s guide / author, BobRoth. TX0003830396 3/31/1994Delta Education, Inc. Electromagnetism activity journal. TX0004409099 11/1/1996Delta Education, Inc. Electromagnetism : teacher’s guide. TX0004043755 2/27/1995Claimant Title Reg. Number Reg. DateDelta Education, Inc. Energy sources. TX0003602059 6/21/1993Delta Education, Inc. Environments. TX0003593419 6/21/1993Delta Education, Inc. Environments : teacher’s guide, level 4 / Robert C.Knott, Herbert D. Thier. TX0003690484 9/30/1993Delta Education, Inc. Erosion : teacher’s guide. TX0004043756 2/27/1995Delta Education, Inc. Exploring geometry : intermediate. TX0003423266 11/16/1992Delta Education, Inc. Exploring geometry : primary. TX0003423267 11/16/1992Delta Education, Inc. Exploring number relationships : intermediate. TX0003423265 11/16/1992Delta Education, Inc. Exploring probability / Fredda J. Friederwitzer,Barbara Berman, Beth Forrester. TX0003423216 11/16/1992Delta Education, Inc. Exploring probability : primary / Vicky L. Kouba. TX0003423215 11/16/1992Delta Education, Inc. Fast food for thought : Delta base 10 fries : teacher’sguide / Carole Reesink. TX0003627597 6/25/1993Delta Education, Inc. Fast Food for Thought : Delta Demimal Dog :teacher’s guide. TX0003485171 2/16/1993Delta Education, Inc. Fast food for thought : Delta fraction burger :teacher’s guide / Carole Reesink and Linda Frost. TX0003627596 6/25/1993Delta Education, Inc. Finding the moon : teacher’s guide. TX0004440865 1/9/1997Delta Education, Inc. Food chains and webs : DSM II teacher’s guide. TX0004441526 1/9/1997Delta Education, Inc. Fossil formations : activity guide. TX0004406459 11/1/1996Delta Education, Inc. Fossil formations : activity journal. TX0004406457 11/1/1996Delta Education, Inc. From seed to plant : teacher’s guide / editing Diana J.Reno ; ill./art production Nancy Schoefl. TX0004446637 1/9/1997Delta Education, Inc. Fungi--small wonders : teacher’s guide. TX0003830394 3/31/1994Delta Education, Inc. Gases and “airs” : Delta project cards / William R.Brown, Edwin P. White. TX0000957853 8/11/1982Claimant Title Reg. Number Reg. DateDelta Education, Inc. I Can’t Believe It’s Math! : discovering classroommath in after-school activities / Mary AnnSchroeder, Marcay Burma-Washington TX0003567974 5/28/1993Delta Education, Inc. If shipwrecks could talk : teacher’s guide. TX0004440866 1/9/1997Delta Education, Inc. Insect life : teacher’s guide. TX0003933407 2/27/1994Delta Education, Inc. Interaction and systems. TX0003606743 6/21/1993Delta Education, Inc. Interaction and systems : teacher’s guide : level 2 /Herbert D. Thier, Robert C. Knott. TX0003363133 6/3/1992Delta Education, Inc. Investigating water : teacher’s guide / editingElizabeth Foy ; ill./art production Nancy Schoefl. TX0004440919 1/9/1997Delta Education, Inc. Length and capacity : teacher’s guide. TX0004442792 1/9/1997Delta Education, Inc. Lenses and mirrors : teacher’s guide / author, theNational Learning Center ; ill./art production NancySchoefl. TX0004442654 1/9/1997Delta Education, Inc. Life cycles. TX0003606744 6/21/1993Delta Education, Inc. Life cycles : teacher’s guide : level 2 / Herbert D.Thier, Robert C. Knott. TX0003363132 6/3/1992Delta Education, Inc. Looking at liquids : teacher’s guide / editingEditorial Services Plus ; ill./art production Nancy P.Schoefl. TX0004440926 1/9/1997Delta Education, Inc. Magnet magic activity guide. TX0004409100 11/1/1996Delta Education, Inc. Magnets : teacher’s guide / author, Joreen Hendry. TX0003830397 3/31/1994Delta Education, Inc. Material objects. TX0003606739 6/21/1993Delta Education, Inc. Material objects : teacher’s guide : level 1 / HerbertD. Thier, Robert C. Knott. TX0003363134 6/3/1992Delta Education, Inc. Measuring : teacher’s guide / editing Elizabeth Foy ;ill./art production Nancy Schoefl. TX0004440922 1/9/1997Claimant Title Reg. Number Reg. DateDelta Education, Inc. Newtons toy box : teacher’s guide / author, CarolynSumners. TX0003830398 3/31/1994Delta Education, Inc. Observing an aquarium : DSM II teacher’s guide. TX0004440179 1/9/1997Delta Education, Inc. Organisms. TX0003606742 6/21/1993Delta Education, Inc. Organisms : teacher’s guide : level 1 / Herbert D.Thier, Robert C. Knott. TX0003363131 6/3/1992Delta Education, Inc. Plant and animal life cycles : teacher’s guide /editing Kathy Z. Allen and Kathy Talmadge ; ill./artproduction Nancy P. Schoefl. TX0004440925 1/9/1997Delta Education, Inc. Plant and animal populations : teacher’s guide /editing Diana J. Reno ; ill./art production NancySchoefl. TX0004440924 1/9/1997Delta Education, Inc. Pollution : teacher’s guide. TX0003845509 6/24/1994Delta Education, Inc. Pond life : teacher’s guide. TX0003933406 2/27/1994Delta Education, Inc. Populations. TX0003606741 6/21/1993Delta Education, Inc. Populations : teacher’s guide : level 3 / Herbert D.Thier, Robert C. Knott. TX0003363136 6/3/1992Delta Education, Inc. Powders and crystals : teacher’s guide / editingDiana J. Reno ; ill./art production Nancy P. Schoefl. TX0004440921 1/9/1997Delta Education, Inc. Properties : teacher’s guide. TX0004442793 1/9/1997Delta Education, Inc. Relative position and motion : SCIS 3, teacher’sguide, level 4 / Herbert D. Thier, Robert C. Knott. TX0003690483 9/30/1993Delta Education, Inc. Rock origins : activity journal. TX0004411206 11/1/1996Delta Education, Inc. Rocks and minerals : teacher’s guide : a Deltascience module / editing Editorial Services Plus,copyediting Jill Farinelli ; design/production Ann V.Richardson ; ill./art production Nancy P. Schoefl ;cover design Nancy P. Schoefl. TX0003784217 3/31/1994Claimant Title Reg. Number Reg. DateDelta Education, Inc. Science in a Nutshell : flight! gliders to jets, activityjournal. TX0004414313 11/1/1996Delta Education, Inc. Scientific theories. TX0003593417 6/21/1993Delta Education, Inc. Scientific theories. TX0003602057 6/21/1993Delta Education, Inc. SCIS 3 energy sources. TX0003577675 6/21/1993Delta Education, Inc. SCIS 3 relative position and motion. TX0003577674 6/21/1993Delta Education, Inc. Simple machines : teacher’s guide / editing EditorialServices Plus ; ill./art production Nancy P. Schoefl. TX0004015686 2/27/1995Delta Education, Inc. Sink or float : Delta project cards / William R.Brown, Edwin P. White. TX0000957852 8/11/1982Delta Education, Inc. Sink or float? : teacher’s guide. TX0004446585 1/9/1997Delta Education, Inc. Small things and microscopes : teacher’s guide /author, Eileen Terrill ; contributors, Jeanne Dietsch,William Kennedy and Bradford Taylor ; ill. PhyllisPittet and Susan Dunholter ; photography PaulMcGuirk. TX0003864322 6/24/1994Delta Education, Inc. Soil science : DSM II teacher’s guide. TX0004441525 1/9/1997Delta Education, Inc. Solar energy : teacher’s guide. TX0003845510 6/24/1994Delta Education, Inc. Solar system : teacher’s guide / editing EditorialServices Plus and D. Louis Finsand ; ill./artproduction Nancy Schoefl. TX0004446638 1/9/1997Delta Education, Inc. Sound : teacher’s guide / editing Katy Z. Allen ;ill./art production Nancy Schoefl. TX0004440920 1/9/1997Delta Education, Inc. Sound vibrations : activity guide. TX0004406460 11/1/1996Delta Education, Inc. Sound vibrations : activity guide. TX0004406461 11/1/1996Delta Education, Inc. Sound vibrations : activity guide. TX0004406462 11/1/1996Delta Education, Inc. States of matter : teacher’s guide / editing Katy Z.Allen ; ill./art production Nancy Schoefl. TX0004446636 1/9/1997Claimant Title Reg. Number Reg. DateDelta Education, Inc. Strings & musical instruments : Delta project cards/ William R. Brown, Edwin P. White. TX0000957856 8/11/1982Delta Education, Inc. Subsystems and variables. TX0003606740 6/21/1993Delta Education, Inc. Subsystems and variables : teacher’s guide : level 3/ Herbert D. Thier, Robert C. Knott. TX0003363135 6/3/1992Delta Education, Inc. Sunshine and shadows : teacher’s guide / editingKaty Z. Allen ; ill./art production Nancy Schoefl. TX0004446642 1/9/1997Delta Education, Inc. Water cycle : teacher’s guide / editing Kathy Z. Allen; ill./art production Nancy Schoefl. TX0004446639 1/9/1997Delta Education, Inc. Weather forecasting : teacher’s guide / editingEditorial Services Plus ; ill./art production NancySchoefl. TX0004446640 1/9/1997Delta Education, Inc. Weather instruments : teacher’s guide. TX0004440861 1/9/1997Delta Education, Inc. Weather watching : teacher’s guide / editing JillFarinelli ; ill./art production Nancy Schoefl. TX0004446641 1/9/1997Delta Education, Inc. Whistles : Delta project cards / William R. Brown,Edwin P. White. TX0000957854 8/11/1982Delta Education, Inc. You and your body : teacher’s guide. TX0003830395 3/31/1994Delta Education, LLC About me. TX0006236193 9/30/2005Delta Education, LLC Addition & subtraction student activity guide : no.550-3530. TX0005751741 5/8/2003Delta Education, LLC Addition & subtraction : teacher’s guide. TX0005752801 5/8/2003Delta Education, LLC Algebra : grades 3-4, student activity guide. TX0005698998 5/8/2003Delta Education, LLC Algebra : grades 5-6, student activity guide. TX0005698994 5/8/2003Delta Education, LLC Algebra teacher’s guide : grades 3-4. TX0005751730 5/8/2003Delta Education, LLC Algebra teacher’s guide : grades 5-6. TX0005751729 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Animal observatory : activity guide. TX0005827574 8/12/2003Delta Education, LLC Animal observatory : activity journal. TX0005827531 8/23/2003Delta Education, LLC Animals. TX0006203855 7/28/2005Delta Education, LLC Area and volume formulas teacher’s guide. TX0005854001 11/21/2003Delta Education, LLC Base Ten Fries : math activities for Base Ten Fries. TX0005866681 11/21/2003Delta Education, LLC Body basics : activity journal. TX0005827635 8/13/2003Delta Education, LLC Breaking earth’s hold : activity guide. TX0005827561 8/12/2003Delta Education, LLC Breaking earth’s hold : activity journal. TX0005827540 8/12/2003Delta Education, LLC Bubble science : activity guide. TX0005827624 8/12/2003Delta Education, LLC Bubble science : activity journal. TX0005827633 8/12/2003Delta Education, LLC Butterflies and moths : teacher’s guide. TX0005914936 2/10/2004Delta Education, LLC Charge it! static electricity : activity guide. TX0005827625 8/12/2003Delta Education, LLC Charge it! static electricity : activity journal. TX0005827636 8/12/2003Delta Education, LLC Clear View--graphing : grades 5-8, teacher’s guide :overhead transparencies, activity masters. TX0005876336 11/21/2003Delta Education, LLC Clear view of decimals : activities, masters,visuals, applications. TX0005876337 11/21/2003Delta Education, LLC Clear view of fractions : activities, masters,visuals, applications. TX0005866615 11/21/2003Delta Education, LLC Clear view of percent : activities, masters, visuals,applications. TX0005876334 11/21/2003Delta Education, LLC Clear view of personal checking : simulations,activities, masters, visuals. TX0005876338 11/21/2003Delta Education, LLC Clear view of tessellations : activities, masters,visuals. TX0005866614 11/21/2003Delta Education, LLC Clear view ratio & proportion. TX0005876330 11/21/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Clever levers : activity guide. TX0005827580 8/12/2003Delta Education, LLC Clever levers : activity journal. TX0005827583 8/12/2003Delta Education, LLC Color and light : teacher’s guide. TX0005920199 2/10/2004Delta Education, LLC Crystal creations : activity guide. TX0005827618 8/12/2003Delta Education, LLC Crystal creations : activity journal. TX0005827616 8/12/2003Delta Education, LLC Data analysis and probability student activity guide/ written by Eve Laubner Thibodeau ; editor,Kathryn S. Daniel ; graphic artist, Janis Rattet ;illustrator, Laurel Aiello. TX0005748234 5/8/2003Delta Education, LLC Data analysis and probablilty teacher’s guide : no.450-3563. TX0005751739 5/8/2003Delta Education, LLC Decimal Dog : math activities for the Decimal Dog. TX0005866680 11/21/2003Delta Education, LLC Delta science module / by Ana Costa. TX0005808261 8/12/2003Delta Education, LLC Delta science module : from seed to plant. TX0005808265 8/12/2003Delta Education, LLC Delta science module : plant and animla life cycles TX0005808263 8/12/2003Delta Education, LLC Delta science module : properties. TX0005808262 8/12/2003Delta Education, LLC Delta science module : simple machines. TX0005808264 8/12/2003Delta Education, LLC Delta science module, third edition : matter andchange. TX0006236223 9/30/2005Delta Education, LLC Destination, moon : activity guide. TX0005827581 8/12/2003Delta Education, LLC Destination moon : activity journal. TX0005827524 8/12/2003Delta Education, LLC Detective lab : activity guide. TX0005827634 8/12/2003Delta Education, LLC Detective lab : activity journal. TX0005827638 8/12/2003Delta Education, LLC Dinosaurs and fossils : teacher’s guide. TX0005920198 2/10/2004Delta Education LLC Discovery guide dinosaurs : pre-K. TX0005752836 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education LLC Discovery guide : health and nutrition : pre-K. TX0005752843 5/8/2003Delta Education LLC Discovery guide : insects and spiders : pre-K. TX0005752839 5/8/2003Delta Education LLC Discovery guide : oceans : pre-K. TX0005752838 5/8/2003Delta Education LLC Discovery guide : trees : pre-K. TX0005752837 5/8/2003Delta Education LLC Discovery guide : weather : pre-K. TX0005752842 5/8/2003Delta Education, LLC Earth. TX0006226019 7/28/2005Delta Education, LLC Earth & sun : activity guide. TX0005827549 8/12/2003Delta Education, LLC Earth & sun : activity journal. TX0005827550 8/12/2003Delta Education, LLC Earth movements : teacher’s guide. TX0005914938 2/10/2004Delta Education, LLC Earth processes. TX0006203858 7/28/2005Delta Education, LLC Electrical connections : activity guide. TX0005827564 8/12/2003Delta Education, LLC Electrical connections : activity journal. TX0005827631 8/12/2003Delta Education, LLC Electromagnetism : activity guide. TX0005827575 8/12/2003Delta Education, LLC Electromagnetism : activity journal. TX0005827614 8/12/2003Delta Education, LLC Energy & motion : activity guide. TX0005827563 8/12/2003Delta Education, LLC Energy & motion : activity journal. TX0005827629 8/12/2003Delta Education, LLC Feast of fractions : math activities for the FractionBurger. TX0005866682 11/21/2003Delta Education, LLC Flight and rocketry : teacher’s guide. TX0005914937 2/10/2004Delta Education, LLC Flight! gliders to jets : activity guide. TX0005827578 8/12/2003Delta Education, LLC Flight! gliders to jets : activity journal. TX0005827615 8/12/2003Delta Education, LLC Flowering plants : activity guide. TX0005827528 8/12/2003Delta Education, LLC Flowering plants : activity journal. TX0005827559 8/12/2003Delta Education, LLC Force and motion. TX0005698992 5/8/2003Delta Education, LLC Fossil formations : activity guide. TX0005827639 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Fossil formations : activity journal. TX0005827619 8/12/2003Delta Education, LLC Fraction Burger : math activities for the FractionBurger. TX0005866683 11/21/2003Delta Education, LLC Fraction concepts : student activity guide. TX0005698997 5/8/2003Delta Education, LLC Fraction concepts teacher’s guide : no. 450-3366. TX0005751738 5/8/2003Delta Education, LLC Fractions and decimals student activity guide : no.550-3541. TX0005751743 5/8/2003Delta Education, LLC Fractions and decimals teacher’s guide : no. 450-3399. TX0005751745 5/8/2003Delta Education, LLC From seed to plant. TX0005752831 5/8/2003Delta Education, LLC Gases : activity journal. TX0005827530 8/12/2003Delta Education, LLC Gasses : activity guide. TX0005827573 8/23/2003Delta Education, LLC Gears at work : activity guide. TX0005827626 8/12/2003Delta Education, LLC Gears at work : activity journal. TX0005827623 8/12/2003Delta Education, LLC Geometry student activity guide : grades3-4. TX0005751725 5/8/2003Delta Education, LLC Geometry teacher’s guide : grades 3-4. TX0005751726 5/8/2003Delta Education, LLC Geometry teacher’s guide : grades 5-6. TX0005751734 5/8/2003Delta Education, LLC Graphing : grades 1-3, teacher’s guide. TX0005876335 11/21/2003Delta Education, LLC Hexagonoes addition and subtraction : level 2,teacher guide. TX0005867049 11/21/2003Delta Education, LLC Hexagonoes base ten : teacher guide. TX0005867050 11/21/2003Delta Education, LLC Hexagonoes fractions with Delta’s Fraction Burger :teacher guide. TX0005867054 11/21/2003Delta Education, LLC Hexagonoes money : teacher guide. TX0005867052 11/21/2003Delta Education, LLC Hexagonoes multiplication : level 1, teacher guide. TX0005867055 11/21/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Hexagonoes order of operations : teacher guide. TX0005867053 11/21/2003Delta Education, LLC Hexagonoes patterns : teacher guide. TX0005867057 11/21/2003Delta Education, LLC Hexagonoes percents : level 1, teacher guide. TX0005867048 11/21/2003Delta Education, LLC Hexagonoes ratio & proportion : level 2, teacherguide. TX0005867056 11/21/2003Delta Education, LLC Hexagonoes scientific notation : teacher guide. TX0005867051 11/21/2003Delta Education, LLC How do we learn? TX0006203857 7/28/2005Delta Education, LLC Human machine : activity guide. TX0005827572 8/12/2003Delta Education, LLC Human machine : activity journal. TX0005827558 8/12/2003Delta Education, LLC Interaction and systems : Delta Education SCIS 3+ :level 2 : teacher’s guide / Herbert D. Thier, RobertC. Knott. TX0005832399 11/21/2003Delta Education, LLC Investigating water : teacher’s guide. TX0005914935 2/10/2004Delta Education, LLC Is it alive? : activity guide TX0005827525 8/12/2003Delta Education, LLC Is it alive? : activity journal. TX0005827582 8/12/2003Delta Education, LLC Liquids : activity guide. TX0005827584 8/12/2003Delta Education, LLC Liquids : activity journal. TX0005827548 8/12/2003Delta Education, LLC Magnet magic : activity guide. TX0005827576 8/12/2003Delta Education, LLC Magnet magic : activity journal. TX0005827622 8/13/2003Delta Education, LLC Magnets : teacher’s guide. TX0005914934 2/10/2004Delta Education, LLC Material objects : Delta Education SCIS 3+. TX0005867363 11/21/2003Delta Education, LLC Math tune-ups : addition and subtraction : teacher’sguide : games specially created to practice andreview basic facts and skills. TX0005748060 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Math tune-ups : fractions : teacher’s guide : gamesspecially created to practice and review basic factsand skills. TX0005748061 5/8/2008Delta Education, LLC Math Tune-Ups : multiplication and division :teacher’s guide. TX0005752847 5/8/2003Delta Education, LLC Measurement student activity guide / Eve LaubnerThibodeau, Lisa Lachance, John Prescott, andMathew Bacon ; ill. by Coni Porter, Nancy Schoefland Cheryl Wolf.. TX0005748238 5/8/2003Delta Education, LLC Measurement student activity guide / written andedited by Eve Laubner ; graphic artist, J. M. Rattet ;illustrator, Nancy Schoefl. TX0005748235 5/8/2003Delta Education, LLC Measurement teacher’s guide : grades 1-3 :transparency teaching system. TX0005853992 11/21/2003Delta Education, LLC Measurment teacher’s guide : grades 2-3. TX0005751727 5/8/2003Delta Education, LLC Measurment teacher’s guide : grades 4-5. TX0005751728 5/8/2003Delta Education, LLC Metric tools : student activity guide. TX0005698993 5/8/2003Delta Education, LLC Metric tools teacher’s guide : no. 450-3552. TX0005751736 5/8/2003Delta Education, LLC Microworlds : activity guide. TX0005827586 8/12/2003Delta Education, LLC Microworlds : activity journal. TX0005827539 8/12/2003Delta Education, LLC Money : student activity guide. TX0005698996 5/8/2003Delta Education, LLC Money teacher’s guide : no. 450-3377. TX0005751744 5/8/2003Delta Education, LLC Multiplication and division student activity guide :no. 550-3728. TX0005751742 5/8/2003Delta Education, LLC Multiplication and division teacher’s guide : no.450-3530. TX0005751735 5/8/2003Delta Education, LLC Newton’s toy box. TX0006203859 7/28/2005Claimant Title Reg. Number Reg. DateDelta Education, LLC Oceans alive! : activity guide. TX0005827543 8/12/2003Delta Education, LLC Oceans alive! : activity journal. TX0005827571 8/12/2003Delta Education, LLC Oceans in motion : activity guide. TX0005827551 8/12/2003Delta Education, LLC Oceans in motion : activity journal. TX0005827569 8/12/2003Delta Education, LLC One & only you : activity guide. TX0005827557 8/12/2003Delta Education, LLC One & only you : activity journal. TX0005827538 8/12/2003Delta Education, LLC Organisms : Delta Education SCIS 3+. TX0005867362 11/21/2003Delta Education, LLC Our changing earth : activity guide. TX0005827533 8/12/2003Delta Education, LLC Our changing earth : activity journal. TX0005827545 8/12/2003Delta Education, LLC Peek inside you : activity guide. TX0005827587 8/12/2003Delta Education, LLC Peek inside you : activity journal. TX0005827532 8/12/2003Delta Education, LLC Physical and chemical changes : activity guide. TX0005827585 8/12/2003Delta Education, LLC Physical and chemical changes : activity journal. TX0005827526 8/12/2003Delta Education, LLC Planets & stars : activity guide. TX0005827522 8/12/2003Delta Education, LLC Planets & stars : activity journal. TX0005827570 8/12/2003Delta Education, LLC Plants. TX0006203856 7/28/2005Delta Education, LLC Pollution : teacher’s guide. TX0005805185 2/10/2004Delta Education, LLC Ponds & streams : activity guide. TX0005827529 8/12/2003Delta Education, LLC Ponds & streams : activity journal. TX0005827560 8/12/2003Delta Education, LLC Populations : level 3 : Delta Education SCIS 3+teacher’s guide / Robert C. Knott, Herbert D. Thier. TX0005876332 11/21/2003Delta Education, LLC Pre-algebra teacher’s guide : grades 5 to 8 :transparency teaching system. TX0005853991 11/21/2003Delta Education, LLC Probability : student activity guide. TX0005752846 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Probability teacher’s guide : no. 450-3421. TX0005751733 5/8/2003Delta Education, LLC Problem solving student activity guide, grade 3-4 /written by Patti Vyzralek ; ill. by Nancy Schoefl. TX0005748233 5/8/2003Delta Education, LLC Problem solving teacher’s guide : grades 3-4. TX0005751732 5/8/2003Delta Education, LLC Problem solving teacher’s guide : grades 5-6. TX0005751731 5/8/2003Delta Education, LLC Properties. TX0005752832 5/8/2003Delta Education, LLC Pulley power : activity guide. TX0005827562 8/12/2003Delta Education, LLC Pulley power : activity journal. TX0005827547 8/12/2003Delta Education, LLC Ratio, proportion, and percent student activity guide/ editor, Eve Laubner Thibodeau ; writer, Robert W.Smith ; graphic artist, J. M. Rattet ; illustrator,Nancy Schoefl. TX0005748237 5/8/2003Delta Education, LLC Ratio, proportion, and percent student activity guide/ editor, Eve Laubner Thibodeau ; writer, Robert W.Smith ; graphic artist, J. M. Rattet ; illustrator,Nancy Schoefl. TX0005748236 5/8/2003Delta Education, LLC Ratio, proportion, and percent teacher’s guide : no.450-3541. TX0005751740 5/8/2003Delta Education, LLC Reasoning with patterns teacher’s guide : grades 1-3. TX0005876333 11/21/2003Delta Education, LLC Rock origins : activity guide. TX0005827577 8/12/2003Delta Education, LLC Rock origins : activity journal. TX0005827568 8/12/2003Delta Education, LLC Rocks and minerals. TX0005913101 2/10/2004Delta Education, LLC Rocks and minerals : teacher’s guide. TX0005920197 2/10/2004Delta Education, LLC Science in a nutshell : weather wise activity guide. TX0005806904 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Scientific theories : Delta Education SCIS 3+ : level6 : teacher’s guide / Herbert D. Thier, Robert C.Knott. TX0005832400 11/21/2003Delta Education, LLC SCIS 3+ communites : student journal. TX0005876161 11/21/2003Delta Education, LLC SCIS 3+ ecosystems : student journal. TX0005876166 11/21/2003Delta Education, LLC SCIS 3+ energy sources : student journal. TX0005876165 11/21/2003Delta Education, LLC SCIS 3+ environments : student journal. TX0005876168 11/21/2003Delta Education, LLC SCIS 3+ interaction and systems : student journal. TX0005876160 11/21/2003Delta Education, LLC SCIS 3+ life cycles : student journal. TX0005876162 11/21/2003Delta Education, LLC SCIS 3+ populations : student journal. TX0005876163 11/21/2003Delta Education, LLC SCIS 3+ relative position and motion : studentjournal. TX0005876164 11/21/2003Delta Education, LLC SCIS 3+ scientific theories : student journal. TX0005876159 11/21/2003Delta Education, LLC SCIS 3+ subsystems and variables : studentjournal. TX0005876167 11/21/2003Delta Education, LLC Seed mysteries : activity guide. TX0005827627 8/12/2003Delta Education, LLC Seed mysteries : activity journal. TX0005827617 8/12/2003Delta Education, LLC Sky. TX0006236194 9/30/2005Delta Education, LLC Small wonders : activity guide. TX0005827556 8/12/2003Delta Education, LLC Small wonders : activity journal. TX0005827541 8/12/2003Delta Education, LLC Smell, taste, touch : activity guide. TX0005827567 8/12/2003Delta Education, LLC Smell, taste, touch : activity journal. TX0005827579 8/12/2003Delta Education, LLC Soil science : teacher’s guide. TX0005914933 2/10/2004Delta Education, LLC Soil studies : activity guide. TX0005827523 8/12/2003Delta Education, LLC Soil studies : activity journal. TX0005827542 8/12/2003Delta Education, LLC Solids : activity guide. TX0005827527 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Solids : activity journal. TX0005827534 8/12/2003Delta Education, LLC Sorting. TX0006203793 7/28/2005Delta Education, LLC Sound vibrations : activity guide. TX0005827632 8/12/2003Delta Education, LLC Sound vibrations : activity journal. TX0005827621 8/12/2003Delta Education LLC Student activity guide. TX0005752834 5/8/2003Delta Education, LLC Subsystems and variables : Delta Education SCIS3+ : level 3 : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005832401 11/21/2003Delta Education, LLC Sunshine and shadows : teacher’s guide. TX0005805188 2/10/2004Delta Education, LLC Time : student activity guide. TX0005698995 5/8/2003Delta Education, LLC Time teacher’s guide : no. 450-3355. TX0005751737 5/8/2003Delta Education, LLC Vision & hearing : activity guide. TX0005827566 8/12/2003Delta Education, LLC Vision & hearing : activity journal. TX0005827637 8/12/2003Delta Education, LLC Water cycle : activity guide. TX0005827535 8/12/2003Delta Education, LLC Water cycle : activity journal. TX0005827536 8/12/2003Delta Education, LLC Water cycle : teacher’s guide. TX0005805186 2/10/2004Delta Education, LLC Water physics : activity guide. TX0005827537 8/12/2003Delta Education, LLC Water physics : activity journal. TX0005827620 8/12/2003Delta Education, LLC Weather. TX0006203792 7/28/2005Delta Education, LLC Weather watching : teacher’s guide. TX0005810349 8/12/2003Delta Education, LLC Weather wise : activity journal. TX0005827630 8/12/2003Delta Education, LLC Wheels at work : activity guide. TX0005827546 8/12/2003Delta Education, LLC Wheels at work : activity journal. TX0005827544 8/12/2003Delta Education, LLC Where is it? is it moving? TX0006236195 9/30/2005Delta Education, LLC Work plane & simple : activity guide. TX0005827565 8/12/2003Delta Education, LLC Work plane & simple : activity journal. TX0005827628 8/12/2003Claimant Title Reg. Number Reg. DateDelta Educaion Electromagnetism reader TX0006403153 6/26/2006Delta Educaion Plant and animal population reader TX0006403154 6/26/2006Delta Educaion Erosion reader TX0006403155 6/26/2006Delta Educaion Plants reader TX0006403156 6/26/2006Delta Educaion Matter TX0006403157 6/26/2006Delta Educaion Sink or float? Reader TX0006403158 6/26/2006Delta Educaion Earth, moon, and sun reader TX0006403159 6/26/2006Delta Educaion DNA : from genes to protein reader TX0006403160 6/26/2006Rand McNally & Company Subsystems and variables : (level 3), teacher’s guide TX0000277639 7/10/1979Rand McNally & Company Ecosystems : (level 6), teacher’s guide TX0000277640 7/10/1979Rand McNally & Company Communities : level 5 : teacher’s guide TX0000279334 7/10/1979Rand McNally & Company Organisms : level 1 : teacher’s guide TX0000279335 7/10/1979Rand McNally & Company Scientific theories : level 6 : teacher’s guide TX0000279336 7/10/1979Rand McNally & Company Life cycles : level 2 :teacher’s guide TX0000279337 7/10/1979Rand McNally & Company Energy sources : level 5 : teacher’s guide TX0000285176 7/10/1979Rand McNally & Company Populations : level 3 : teacher’s guide TX0000285177 7/10/1979Rand McNally & Company Interactions and systems : level 2 : teacher’s guide TX0000285178 7/10/1979Rand McNally & Company Environments : level 4 : teacher’s guide TX0000285179 7/10/1979Rand McNally & Company Material objects : level 1 : teacher’s guide TX0000285180 7/10/1979Rand McNally & Company Relative position and motion : level 4 : teacher’sguide TX0000285181 7/10/1979Rand McNally & Company Beginnings : kindergarten or preschool : teacher’sguide TX0000285182 7/10/1979Claimant Title Reg. Number Reg. DateRand McNally & Company Energy sources TX0000334304 9/17/1979Rand McNally & Company Scientific theories TX0000334305 9/17/1979Rand McNally & Company Materials objects TX0000334306 9/17/1979Rand McNally & Company Interaction and systems TX0000334307 9/17/1979Rand McNally & Company Subsystems and variables TX0000334308 9/17/1979Rand McNally & Company Relative position and motion TX0000334309 9/17/1979Rand McNally & Company Ecosystems TX0000334310 9/17/1979Rand McNally & Company Communities TX0000334311 9/17/1979Rand McNally & Company Environments TX0000334312 9/17/1979Rand McNally & Company Populations TX0000334313 9/17/1979Rand McNally & Company Life cycles TX0000334314 9/17/1979Rand McNally & Company Organisms TX0000336509 9/17/1979EDUCATORS PUBLISHING SERVICE Claimant Title Reg Number Reg DateEducators Publishing Serivice [sic], Inc. Challenge in phonic skills, Chips, a developmentalphonics bingo game / Lenore Miller and CarolinePeck. 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MCI Comprehension Video Introductions, LevelGold. PA0001702207 4/21/2010Educators Publishing Service, a division of SchoolSpecialty, Inc. MCI Crimson Library. TX0007397310 5/23/2011Educators Publishing Service, a division of SchoolSpecialty, Inc. MCI Gold Library. TX0007397326 5/23/2011Educators Publishing Service, a division of SchoolSpecialty, Inc. MCI Pre- and Post-Tests. TX0007177727 5/5/2010Educators Publishing Service, a division of SchoolSpecialty, Inc. MCI Program Implementation Guide. TX0007177724 5/5/2010Educators Publishing Service, a division of SchoolSpecialty, Inc. MCI Word Study, Level Aqua. TX0007192403 5/5/2010Claimant Title Reg Number Reg DateEducators Publishing Service, a division of SchoolSpecialty, Inc. MCI Word Study, Level Crimson. TX0007170119 5/5/2010Educators Publishing Service, a division of SchoolSpecialty, Inc. MCI Word Study, Level Gold. TX0007192429 5/5/2010Educators Publishing Service, a division of SchoolSpecialty, Inc. MCI Writing, Level Aqua. 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TX0003745174 6/17/1994Premier Agendas, Inc. Student handbook study guide and assignmentcalendar, 1987-88. TX0003745063 4/26/1994Premier Agendas Inc. Study Skills and Test Preparation. TX0007139359 10/31/2008Premier Agendas, Inc. Summit survival guide. TX0005704343 2/26/2003Premier Agendas, Inc. Taft Junior High School student handbookassignment organizer. TX0003745176 6/17/1994Premier Agendas Inc. Take Action...Against Bullying! TX0007159107 10/10/2008Premier Agendas, Inc. Tate High School : student handbook 91-92. TX0004482036 8/29/1996Premier Agendas, Inc. Utah Association of Secondary School Principals. TX0004094588 9/27/1995Premier Agendas, Inc. What is character? / Anne C. Dotson and Karen D.Wisont, 1963-. TX0005241012 7/5/2000Premier Agendas, Inc. Premier Smart Pack. TX0005567371 2/26/2003Premier School Agendas, Inc. Compass for Campus : facilitator guide. TX0005122076 1/11/2000Premier School Agendas, Ltd. Premier elementary reminder 1989-90. TX0004334250 7/15/1996Premier School Agendas, Ltd Premier elementary reminder ‘90-91. TX0004334249 7/15/1996Premier School Agendas, Ltd Premier elementary reminder ‘91-92. TX0004334248 7/15/1996Premier School Agendas, Ltd. Saltar’s point, Steilacoom, Premier School Agenda‘92-93. TX0004471116 7/15/1996SAX ARTS & CRAFTS Claimant Title Reg. Number Reg. DateSax Arts and Crafts Sax Arts and Crafts TX0000015409 2/13/1978SCHOOL SPECIALTY, INC. Claimant Title Reg. Number Reg. DateSchool Specialty, Inc. Making Connections Audio Recordings Book 1. SR0000675433 5/23/2011School Specialty, Inc. Making Connections Audio Recordings Book 2. SR0000675442 5/23/2011School Specialty, Inc. Making Connections Audio Recordings Book 3. SR0000675443 5/23/2011School Specialty, Inc. Making Connections Audio Recordings Book 4. SR0000675444 5/23/2011School Specialty, Inc. Making Connections Audio Recordings Book 5. SR0000675445 5/23/2011School Specialty, Inc. Making Connections Audio Recordings Book 6. SR0000675441 5/23/2011School Specialty, Inc. MCI Progress-Monitoring Assessments: Maze Testsfor Comprehension, Level Aqua. TX0007262706 8/12/2010School Specialty, Inc. MCI Progress-Monitoring Assessments: Maze Testsfor Comprehension, Level Crimson. TX0007262688 8/12/2010School Specialty, Inc. MCI Progress-Monitoring Assessments: Maze Testsfor Comprehension, Level Gold. TX0007262704 8/12/2010School Specialty, Inc., Transfer: By writtenagreement Megawords 1, 2nd edition. TX0007246501 8/16/2010School Specialty, Inc., Transfer: By writtenagreement Megawords 2, 2nd edition. TX0007246491 8/16/2010Claimant Title Reg. Number Reg. DateSchool Specialty, Inc., Transfer: By writtenagreement Megawords 3, 2nd edition. TX0007293223 8/16/2010School Specialty, Inc., Transfer: By writtenagreement Megawords 4, 2nd edition. TX0007246289 8/16/2010School Specialty, Inc., Transfer: By writtenagreement Megawords 5, 2nd edition. TX0007246486 8/16/2010School Specialty, Inc., Transfer: By writtenagreement Megawords 6, 2nd edition. TX0007246051 8/16/2010School Specialty, Inc., Transfer: By writtenagreement Megawords 7, 2nd edition. TX0007293320 8/16/2010School Specialty, Inc., Transfer: By writtenagreement Megawords 8, 2nd edition. TX0007293235 8/16/2010School Specialty, Inc., Transfer: By writtenagreement Megawords Test Manual, 2nd edition. TX0007293326 8/16/2010School Specialty, Inc. North Dakota: its place in region & 2 other titles. V3418D016 6/23/1998School Specialty, Inc. North Dakota: its place in the region & 1 other title. V3406D464 10/31/1997School Specialty Supply, Inc. Ad Astra : Kansas capitol dome sculpture 1992. VA0000486477 11/4/1991School Specialty Supply, Inc. AD Astra; poster. V3078P214 2/13/1995ClassroomDirect.com, LLC ClassroomDirect.com Web Site TX0006125383 4/14/2005School Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 1 PendingSchool Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 4 PendingSchool Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 5 PendingSchool Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 6 PendingSchool Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 8 PendingSchool Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 1 PendingSchool Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 5 TX0007545764 4/23/2012Claimant Title Reg. Number Reg. DateSchool Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 6 PendingSchool Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 8 TX0007545773 4/23/2012School Specialty, Inc. S.P.I.R.E. Workbook Level 1 PendingSchool Specialty, Inc. S.P.I.R.E. Workbook Level 2 PendingSchool Specialty, Inc. S.P.I.R.E. Workbook Level 3 PendingSchool Specialty, Inc. S.P.I.R.E. Workbook Level 4 TX0007545781 4/23/2012School Specialty, Inc. S.P.I.R.E. Workbook Level 5 TX0007545782 4/23/2012School Specialty, Inc. S.P.I.R.E. Workbook Level 6 TX0007545750 4/23/2012School Specialty, Inc. S.P.I.R.E. Workbook Level 8 TX0007545779 4/23/2012School Specialty, Inc. S.P.I.R.E. Reader Level 1 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 2 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 3 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 4 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 5 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 6 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 7 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 8 PendingSchool Specialty, Inc. S.P.I.R.E. Initial Placement Assessment PendingSchool Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 2 TX0007561190 6/13/2012School Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 3 TX0007561196 6/13/2012School Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 7 TX0007561202 6/13/2012School Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 2 TX0007561188 6/13/2012School Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 3 TX0007561189 6/13/2012Claimant Title Reg. Number Reg. DateSchool Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 4 TX0007561187 6/13/2012School Specialty, Inc. S.P.I.R.E. Workbook Level 7 TX0007561206 6/13/2012School Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 7 PendingSchool Specialty, Inc. Content-Area Vocabulary Builder TX0007561276 5/23/2011SPEECH BIN Claimant Title Reg. Number Reg. DateSpeech Bin, Inc. Lilac : Lessons for inclusive language activities inthe classroom / Gail Raymond & Aileen C. Lau-Dickinson. TX0004450525 1/23/1997Speech Bin, Inc. Living skills for the brain-injured child &adolescent / Julie M. Buxton and Kelly B. Godfrey. TX0005027304 8/9/1999Speech Bin, Inc. Plaid : Practical lessons for apraxia with illustrateddrills / Brenda Dell Lark Whisonant ; RobertWhisonant, illustrator. TX0004450530 1/23/1997Speech Bin, Inc. RAD : Remediation of articulation disorders : apragmatic approach / Jan Bieniosek. TX0004450526 1/23/1997Speech Bin, Inc. Sound connections : emerging rules for the youngchild : a phonological awareness, development, andremediation program / Jane C. Webb and BarbaraDuckett. TX0004450529 1/23/1997the Speech Bin Sounds plus s + r : Sounds plus sibilants. TX0001895398 8/6/1986the Speech Bin Speech beans. TX0001879656 8/7/1986Speech Bin, Inc. Stuttering : helping the disfluent preschool child /Julie A. Blonigen. TX0004292208 5/22/1996Claimant Title Reg. Number Reg. DateSpeech Bin, Inc. Tips for teaching infants & toddlers : earlyintervention program / Carol Weil, Ellen D’Amato,Dorothy Benson, Fern Cagan. TX0004730295 4/7/1998Speech Bin, Inc. TRAP : Testing & remediating auditory processing /Lynn V. Baron Berk. TX0004693615 12/11/1997Speech Bin, Inc. Warmups & workouts : exercises for learning “r” /Jane Folk ; Sara Folk, illustrator. TX0004292198 5/22/1996the Speech Bin Who gets on jets? TX0001884107 8/7/1986Speech Bin, Inc. Workbook for memory skills / Beth M. Kennedy. TX0004450527 1/23/1997Speech Bin, Inc. Workbook for verbal expression / Beth M.Kennedy. TX0004292196 5/22/1996Speech Bin, Inc. Artic-pic : a show ‘n’ tell book about [r] ; Artic-pic: a show ‘n’ tell book about [s] / Denise Grigas. TX0005027145 8/9/1999Speech Bin, Inc. Blonigen fluency program / Julie A. Blonigen. TX0005375899 1/4/2001Speech Bin, Inc. Breakfast club : enhancing the communicationability of Alzheimer’s patients. PA0000865729 7/10/1997Speech Bin, Inc. Breakfast club : program training guide / Mary JoSanto Pietro & Faerella Boczko. TX0004562853 7/10/1997Speech Bin, Inc. COMFI scale : communication outcome measure offunctional independence / Mary Jo Santo Pietro &Faerella Boczko. TX0004562852 7/10/1997Speech Bin, Inc. Effective conversations--techniques for talkingtogether / Darlene Lengel. TX0004294307 5/20/1996Speech Bin, Inc. Effective listening / Darlene Lengel. TX0005027144 8/9/1999Speech Bin, Inc. I can say R. TX0005539440 5/21/2002Speech Bin, Inc. I can say S. TX0005539439 5/21/2002Claimant Title Reg. Number Reg. DateSpeech Bin, Inc. Is the child really stuttering? : Questions & answersabout preschool disfluency / Julie A. Blonigen. TX0005377337 1/4/2001Speech Bin, Inc. MCLA : Measure of cognitive-linguistic abilities /Wendy J. Ellmo, Jill M. Graser, Elizabeth A.Krchnavek, Deborah B. Calabrese, KimberlyHauck. TX0004314064 5/20/1996Speech Bin, Inc. Paths : phonological awareness training and help forstudents / Jane Webb. TX0005375900 1/4/2001the Speech Bin, Inc. Sound advice. TX0002233302 9/14/1987Speech-Bin, Inc. Speech & language & voice & more / Julie A.Blonigen. TX0005377149 1/4/2001Speech-Bin, Inc. Speechcrafts / Marcia French Gilmore ; MurielFrench, illustrator. TX0004298536 5/21/1996Speech Bin, Inc. Stepping up to fluency / Janice Pechter Ellis. TX0005027146 8/9/1999Speech Bin, Inc. Take a chance / Gary J. Cooper. TX0003740044 2/1/1994Speech Bin, Inc. What is auditory processing? / Susan Bell. TX0003721616 2/1/1994Speech Bin, Inc. What is dementia? / Mary Jo Santo Pietro. TX0005027090 8/9/1999SPORTIME Claimant Title Reg. Number Reg. DateSelect Service & Supply d.b.a Sportime International Bean bag bears. VAu000425885 3/5/1998Select Service & Supply d.b.a Sportime International Bean bag bunnies. VA0000884346 10/21/1997Select Service & Supply d.b.a Sportime International Bean bag frogs. VA0000875777 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag gorillas. VA0000875779 10/6/1997Claimant Title Reg. Number Reg. DateSelect Service & Supply d.b.a Sportime International Bean bag hippo. VA0000875780 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag pig. VA0000875778 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag triceratops. VAu000425884 3/5/1998Select Service & Supply d.b.a Sportime International Bean bag turtles. VA0000908300 10/24/1997Select Service & Supply d.b.a Sportime International Bean bag tyrannosaurus. VAu000425886 3/5/1998Sportime, LLC Hands-On basketball. VA0000932992 6/12/1998Schedule 11 Deposit Accounts, Securities Accounts and Commodity AccountsUS Accounts Owner Type of Account Bank School Specialty, Inc. Operating JPMorgan Chase *School Specialty, Inc. SFD Credit Cards JPMorgan Chase School Specialty, Inc. Disbursement-Payables JPMorgan Chase Bird in Hand Disbursement JPMorgan Chase School Specialty, Inc. Payroll JPMorgan Chase Califone Disbursement-Payables JPMorgan Chase School Specialty, Inc. Disbursement-PPO JPMorgan Chase School Specialty, Inc. Flex Spending JPMorgan Chase School Specialty, Inc. (d/b/a SPARK) Working Fund JPMorgan Chase Califone Credit Card Depository JPMorgan Chase Delta Education Credit Card Depository JPMorgan Chase School Specialty, Inc. (d/b/a Educational Publishing Service) Credit Card Depository JPMorgan Chase School Specialty, Inc. (d/b/a Educational Publishing Service) Disbursement-Payables JPMorgan Chase School Specialty, Inc. School Specialty/LB Depositary JPMorgan Chase *School Specialty, Inc. Lockbox JPMorgan Chase *School Specialty, Inc. Lockbox JPMorgan Chase *School Specialty, Inc. Lockbox JPMorgan Chase *Califone International, Inc. Lockbox JPMorgan Chase *School Specialty, Inc. Disbursement-Payables JPMorgan Chase School Specialty, Inc. Credit Card Depository JPMorgan Chase School Specialty, Inc. E-Tail Depository Account JPMorgan Chase Premier Agendas, Inc. Depository JPMorgan Chase *Califone International, Inc. Depository Wells Fargo Bank *School Specialty, Inc. Depository JPMorgan Chase *School Specialty, Inc. Concentration JPMorgan Chase *School Specialty, Inc. Depository Comerica **School Specialty, Inc. Depository JPMorgan Chase **School Specialty, Inc. Depository Bank of America ** *Control agreements in effect for these accounts**Accounts which are utilized to collateralize letters of credit. It is assumed that these will be eventually replaced with a Wells Fargo account andcorresponding letters of credit.JPMorgan Chase10 S DearbornChicago, IL 60603Gina Sorci (312) 732-2029Bank of America112 East Holly StreetBellingham, WA 98225(360) 676-2816Wells Fargo Bank21255 Burbank Blvd., Suite 110Woodland Hills, CA 91367Peggy Knox (818) 595-3961Schedule 11 Deposit Accounts, Securities Accounts and Commodity AccountsCanadian Accounts Owner Type of Account BankPremier School Agendas, Ltd. Operating Account JPMorgan ChasePremier School Agendas, Ltd. Lockbox Depository JPMorgan ChasePremier School Agendas, Ltd. Operating Account JPMorgan ChasePremier School Agendas, Ltd. Disbursement-Payables JPMorgan ChasePremier School Agendas, Ltd. Credit Card Depository JPMorgan ChasePremier School Agendas, Ltd. Operating Account JPMorgan ChasePremier School Agendas, Ltd. Operating Account JPMorgan ChaseSchool Specialty, Inc. Lockbox and Disbursements JPMorgan ChaseSchool Specialty, Inc. Credit Card Depository JPMorgan ChaseJPMorgan Chase10 S DearbornChicago, IL 60603Gina Sorci (312) 732-2029Schedule 12 Chattel PaperNoneSchedule 13 Letter-of-Credit RightsNoneSchedule 14 DocumentsNoneSchedule 15 Assigned AgreementsSee Schedule 7Schedule 16 Existing Financing StatementsPremier Agendas, Inc.Washington Department of Licensing DEBTOR NAME FILE NUMBER DATEFILED SECURED PARTY COLLATERALPremier Agendas, Inc.2000 Kentucky StreetBellingham WA 98226 2009-091-5951 4/1/2009 Fujifilm GraphicSystems USA, Inc.350 Central AVEHanover Park, IL60133 All debtor’s right, title now ownedor hereafter acquired inlithographic plates, film,prepressed proofing materials andmiscellaneous lithographicsupplies provided by EnovationGraphic Systems Inc. or creditedfrom Enovation Graphic Systems,Inc. regardless of the deliver butdoes not constitute any securityinterest in any of the assets of thecompany listed on this filing.School Specialty, Inc. 120007074826Wisconsin Department ofFinancial Institutions 5/24/2012 NMHG FinancialServices, Inc. All of the equipment now orhereafter leased by Lessor toLessee; and all accessions,additions, replacements, andsubstitutions thereto and therefore;and all proceeds includinginsurance proceeds thereof.School Specialty, Inc. 120004986734Wisconsin Department ofFinancial Institutions 4/13/2012 IKON Financial SVCS All equipment now or hereafter leased in an equipmentleasing transaction in connection with that certain MasterAgreement No. see below, Product ScheduleNo./Agreement No. see below (“Lease”), as amended fromtime to time, between IOS Capital, LLC as lessor, and theabove referenced Lessee/Debtor, including, without limit,the equipment listed below, and all additions,improvements, attachments, accessories, accessions,upgrades and replacements related thereto, and any and allsubstitutions or exchanges, and any and all products,insurance and/or other proceeds (cash and non-cash) therefrom: The equipment location is as identified in the Lease.This IS intended to be a true lease transaction. Neither theexecution nor filing of this financing statement shall inany manner imply that the relationship between the partiesto which this document applies IS other than lessor andlessee, respectively. This financing statement is filedsolely to protect the interests of the parties In the event ofunwarranted assertions by any third party. This statementis filed in connection with a lease transaction and is filedfor precautionary purposes only. Product ScheduleNo./Agreement No. 2907845, Master Agreement/LeaseNo. CUSTOMER: 1418270 RIPROC901 CI0071478Exhibit 10.26EXECUTION VERSIONASSET PURCHASE AGREEMENTDATED AS OF JANUARY 28, 2013AMONGBAYSIDE SCHOOL SPECIALTY, LLC,SCHOOL SPECIALTY, INC.,ANDTHE OTHER SELLERS NAMED HEREINTABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 1.1 Certain Terms Defined 1 1.2 Interpretation 12 ARTICLE 2 PURCHASE AND SALE OF THE ACQUIRED ASSETS 13 2.1 Purchase and Sale of Assets 13 2.2 Excluded Assets 15 2.3 Assumption of Liabilities 15 2.4 Excluded Liabilities 16 2.5 Real Property Lease and Contract Designation; Cure Costs 19 ARTICLE 3 CONSIDERATION 21 3.1 Purchase Price 21 3.2 Allocation of Purchase Price 22 3.3 Assignment to Subsidiaries of Purchaser 22 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLERS 23 4.1 Organization 23 4.2 Subsidiaries and Investments 23 4.3 Authorization of Agreement 23 4.4 Conflicts; Consents of Third Parties 23 4.5 Title to Acquired Assets 24 4.6 Contracts 24 4.7 Real Property 26 4.8 Intellectual Property 27 4.9 Taxes 28 4.10 Collective Bargaining Agreements, Employment Agreements, etc. 30 4.11 Employee Benefit Plans 30 4.12 Environmental Matters 32 4.13 Insurance 32 4.14 Financial Statements 32 4.15 No Brokers or Finders 33 4.16 Affiliate Transactions 33 4.17 Litigation; Proceedings 33 4.18 Compliance with Laws 34 4.19 Accounts Receivable 34 4.20 Inventory 34 4.21 Warranties Are Exclusive 34 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER 35 5.1 Organization 35 5.2 Authorization and Validity 35 i5.3 No Conflict or Violation 35 5.4 Consents and Approvals 35 5.5 No Brokers or Finders 36 5.6 Financial Wherewithal 36 5.7 Litigation; Proceedings 36 5.8 As Is Transaction 36 ARTICLE 6 COVENANTS AND OTHER AGREEMENTS 36 6.1 Pre-Closing Covenants of Sellers 36 6.2 Pre-Closing Covenants of Purchaser 40 6.3 Antitrust Notification 40 6.4 Transfer of Permits 40 6.5 Employment Covenants and Other Undertakings 40 6.6 Exclusivity 43 6.7 Casualty 43 6.8 Name Change 43 6.9 Release of Claims 43 6.10 Transition Services 43 6.11 Alternate Transactions 43 6.12 Post-Closing Access 44 6.13 Purchaser Financing Cooperation 44 ARTICLE 7 TAXES 44 7.1 Tax Matters 44 7.2 Waiver of Bulk Sales Laws 46 ARTICLE 8 BANKRUPTCY COURT MATTERS 46 8.1 Sale Motion 46 8.2 Sale Order 46 8.3 Procedure 46 8.4 Purchaser Protections 47 ARTICLE 9 CONDITIONS PRECEDENT TO PERFORMANCE BY THE PARTIES 47 9.1 Conditions Precedent to Performance by Sellers 47 9.2 Conditions Precedent to the Performance by Purchaser 48 ARTICLE 10 CLOSING AND DELIVERIES 49 10.1 Closing 49 10.2 Sellers’ Deliveries 49 10.3 Purchaser’s Deliveries 50 ARTICLE 11 TERMINATION 50 11.1 Conditions of Termination 50 11.2 Effect of Termination 52 11.3 Breakup Fees; Expense Reimbursement 52 iiARTICLE 12 MISCELLANEOUS 53 12.1 Survival 53 12.2 Further Assurances 53 12.3 Successors and Assigns 53 12.4 Governing Law; Jurisdiction 53 12.5 Expenses 54 12.6 Severability 54 12.7 Notices 54 12.8 Amendments; Waivers 55 12.9 Entire Agreement 55 12.10 Sellers Disclosures 55 12.11 Headings 56 12.12 Electronic Delivery; Counterparts 56 12.13 Waiver of Jury Trial 56 12.14 Third Party Beneficiaries 56 12.15 Specific Performance 57 EXHIBITS Exhibit A Form of Assignment and Assumption AgreementExhibit B Form of Sale OrderExhibit C Form of Bidding Procedures OrderExhibit D Form of Bill of SaleSCHEDULES Schedule 1.1(a) Excluded ContractsSchedule 2.2(g) Other Excluded AssetsSchedule 2.3(d) Assumed Tax LiabilitiesSchedule 2.4(a)(xxii) Other Excluded LiabilitiesSchedule 2.5(a) Contract & Cure ScheduleSchedule 4.2 SubsidiariesSchedule 4.4(a) ConflictsSchedule 4.4(b) Consents of Third PartiesSchedule 4.5 Title to Acquired AssetsSchedule 4.6 ContractsSchedule 4.7(a) Real PropertySchedule 4.7(b) Threatened Condemnation of Real PropertySchedule 4.7(d) Real Property Security DepositsSchedule 4.8(a) Intellectual PropertySchedule 4.8(b) License AgreementsSchedule 4.8(e) InfringementSchedule 4.9(c) Tax Returns iiiSchedule 4.9(g) Included Income and Excluded DeductionsSchedule 4.10(a) Collective Bargaining Agreements and Employment AgreementsSchedule 4.10(b) NLRB MattersSchedule 4.10(c) Employment-Related ViolationsSchedule 4.10(d) EmployeesSchedule 4.11(a) Employee Benefit PlansSchedule 4.11(b) Multiemployer PlansSchedule 4.11(g) COBRASchedule 4.11(h) Benefits for Former EmployeesSchedule 4.12 Environmental MattersSchedule 4.13 InsuranceSchedule 4.15 Brokers or FindersSchedule 4.16 Affiliate TransactionsSchedule 4.17 Litigation; ProceedingsSchedule 9.2(j) Consents ivASSET PURCHASE AGREEMENTTHIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 28, 2013 (the “Execution Date”), is made by and among(i) Bayside School Specialty, LLC, a Delaware limited liability company (“Purchaser”), and (ii) School Specialty, Inc., a Wisconsin corporation (“SS”) andeach of its Subsidiaries listed on the signature pages of this Agreement (together with SS, each a “Seller” and collectively, “Sellers”).RECITALSWHEREAS, on January 28, 2013 (the “Petition Date”), Sellers filed voluntary petitions for reorganization relief (the “Bankruptcy Cases”) with theUnited States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) pursuant to Chapter 11 of Title 11 of the United States Code, 11U.S.C. §§ 101 et seq. (the “Bankruptcy Code”);WHEREAS, Sellers desire to sell, transfer and assign to Purchaser, and Purchaser desires to acquire and assume from Sellers, pursuant to Sections105, 363 and 365 of the Bankruptcy Code, the Acquired Assets and the Assumed Liabilities as more specifically provided herein;WHEREAS, the board of directors, board of managers or applicable governing body of each Seller has determined that it is advisable and in the bestinterests of their respective estates and the beneficiaries of such estates to consummate the transactions provided for herein pursuant to the Bidding ProceduresOrder and the Sale Order and has approved this Agreement; andWHEREAS, the transactions contemplated by this Agreement are subject to the approval of the Bankruptcy Court and will be consummated onlypursuant to the Sale Order to be entered in the Bankruptcy Cases.NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements herein contained, andother good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Sellers andPurchaser hereby agree as follows:ARTICLE 1DEFINITIONS1.1 Certain Terms Defined. As used in this Agreement, the following terms have the following meanings:“ABL Credit Agreements” means (a) the Debtor-In-Possession Credit Facility, dated as of January 28, 2013, by and among the borrowers andguarantors named therein, Wells Fargo Capital Finance, LLC, as agent, and the lenders party thereto from time to time, as amended from time to time (the“ABL DIP Credit Agreement”) and (b) the Existing Loan Agreement (as defined in the ABL DIP Credit Agreement).“ABL Credit Parties” means all Agents and all lenders party to the ABL Credit Agreements.“Acquired Assets” are those assets described in Section 2.1.“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlledby, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means thepossession, directly or indirectly, of the power to direct the management and policies of such Person, whether through ownership of voting securities, bycontract or otherwise.“Agreement” has the meaning set forth in the Preamble.“Allocation Statement” has the meaning set forth in Section 3.2.“Alternate Transaction” means a transaction or series of related transactions pursuant to which Sellers (a) accept a bid, other than that of Purchaser, asthe highest or best offer in the Auction or (b) sell, transfer, lease or otherwise dispose of, directly or indirectly, including through an asset sale, stock sale,merger, reorganization, or bankruptcy plan of reorganization or liquidation, or other similar transaction (by Sellers or otherwise), including a Court-approvedstand-alone plan of reorganization or refinancing, all or substantially all of the Acquired Assets (or agrees to do any of the foregoing) to a party or parties otherthan Purchaser.“Ancillary Agreement” means any agreement, document or instrument (other than this Agreement) that any Seller or Purchaser, as applicable, enters intoor delivers in connection with the consummation of the transactions contemplated hereby.“Assigned Contract” means any Purchased Contract, other than the Excluded Contracts.“Assignment and Assumption Agreement” means the Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit Aevidencing the assignment to and assumption by Purchaser of all rights and obligations under the Assigned Contracts.“Assumed Liabilities” has the meaning set forth in Section 2.3.“Assumed Plans” has the meaning set forth in Section 6.5(g).“Assumption Order” means an order of the Bankruptcy Court authorizing the assumption or the assumption and assignment of a Contract pursuant toSection 365 of the Bankruptcy Code.“Avoidance Action” means any claim, right or cause of action of Sellers arising under sections 544 through 553 of the Bankruptcy Code.“Auction” means the auction for the sale of Sellers’ assets conducted by Sellers if, and only if, any Qualified Bid is received pursuant to the BiddingProcedures Order.“Bankruptcy Cases” has the meaning set forth in the Recitals.“Bankruptcy Code” has the meaning set forth in the Recitals. 2“Bankruptcy Court” has the meaning set forth in the Recitals.“Bidding Procedures Order” means an order, in all material respects in the form of Exhibit C, issued by the Bankruptcy Court that, among otherthings, establishes procedures for an auction process to solicit competing bids and authorizes payment of the Breakup Fee and the Expense Reimbursement inaccordance with the terms and subject to the conditions in such order.“Bill of Sale” means the Bill of Sale in all material respects in the form of Exhibit D conveying to Purchaser title to all of the Acquired Assets.“Breakup Fee” means an amount equal to $2,850,000.“Budget” means the Approved Budget as defined in the DIP Credit Agreement and as provided to the administrative agent pursuant to the DIP CreditAgreement and attached thereto as an exhibit.“Business” means Sellers’ business of providing instructional solutions that address a broad spectrum of educational needs, including basic schoolsupplies, supplemental learning products, classroom equipment and furniture, and standards-based curriculum solutions.“Business Day” means any day other than Saturday, Sunday and any day that is a legal holiday or a day on which banking institutions in New Yorkare authorized by Law or other governmental action to close.“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.),and any regulations promulgated thereunder.“Claim” has the meaning ascribed by Bankruptcy Code § 101(5), including all rights, claims, causes of action, defenses, debts, demands, damages,offset rights, setoff rights, recoupment rights, obligations, and liabilities of any kind or nature under contract, at Law or in equity, known or unknown,contingent or matured, liquidated or unliquidated, and all rights and remedies with respect thereto.“Closing” has the meaning set forth in Section 10.1.“Closing Date” has the meaning set forth in Section 10.1.“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.“Contract” means any agreement, contract, lease, sublease, purchase order, arrangement, license, commitment or other binding arrangement orunderstanding, whether written or oral, and any amendments, modifications or supplements thereto, including, for the avoidance of doubt, any Real PropertyLease and any customer agreement or contract. 3“Contract & Cure Schedule” has the meaning set forth in Section 2.5(a).“Contract Notice” has the meaning set forth in Section 2.5(c).“Copyrights” means any non-United States or United States copyright registrations and applications for registration thereof, and any nonregisteredcopyrights, including copyrights in compilations, collective works and all content and information contained on any website and “mask works” (as definedunder 17 U.S.C. § 901) and any registrations and applications for “mask works.”“Credit Bid Amount” has the meaning set forth in Section 3.1(a).“Cure Cost” means any amounts required by Section 365(b)(1) of the Bankruptcy Code under any applicable Designated Contract.“Designated Contracts” means all Contracts set forth on the Contract & Cure Schedule.“Designation Deadline” means 5:00 p.m., New York time, on the date that is 120 days after the Petition Date (or if such date is not a Business Day, thelast Business Day immediately prior thereto), or such later date to which Purchaser and Sellers shall mutually agree and as the Bankruptcy Court mayauthorize.“Designee” has the meaning set forth in Section 3.3.“DIP Credit Agreement” means that certain Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of January 28, 2013 amongSchool Specialty, Inc., Classroomdirect.Com, LLC, Delta Education, LLC, Sportime, LLC, Childcraft Education Corp., Bird-In-Hand Woodworks, Inc.,Califone International, Inc., and Premier Agendas, Inc., as Borrowers, Select Agendas, Corp., Frey Scientific, Inc., and Sax Arts & Crafts, Inc., asGuarantors, the Lenders, as defined therein, and Bayside Finance, LLC, as Administrative Agent and as Collateral Agent.“DIP Obligations” means all Indebtedness as of the Closing outstanding under the DIP Credit Agreement.“DIP Orders” means the interim and final orders of the Bankruptcy Court approving Sellers’ entry into the DIP Credit Agreement.“Documents” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts,ledgers, journals, title policies, customer lists, regulatory filings, operating data and plans, technical documentation (including design specifications,functional requirements, operating instructions, logic manuals and flow charts), user documentation (including installation guides, user manuals, trainingmaterials, release notes and working papers), marketing documentation (including sales brochures, flyers, 4pamphlets, Internet Web pages and any Internet Web page content), cost and pricing information, business plans, quality control records and procedures,blueprints, accounting and tax files, customer files and documents (including credit information), personnel files for employees, supplier lists, records,literature and correspondence, including materials relating to inventories, services, marketing, advertising, promotional materials, documents evidencing orconstituting Intellectual Property, and other similar materials to the extent related to, used in, or held for use in, the Business or the Acquired Assets, in eachcase whether or not in electronic form, whether or not physically located on any of the Leased Real Property or the Owned Real Property, but excluding(a) personnel files for Employees who are not hired by Purchaser as of the Closing Date (except records necessary for Purchaser to provide COBRA coverage ifrequired by Law) and (b) any materials exclusively related to any Excluded Assets.“Electronic Delivery” has the meaning set forth in Section 12.12.“Employee” means any employee of Sellers as of the Closing Date.“Employee Benefit Plans” has the meaning set forth in Section 4.11(a).“Encumbrances” means, to the extent not considered a Lien, any security interest, lien, collateral assignment, right of setoff, debt, pledge, levy, charge,encumbrance, option, right of first refusal, restriction (whether on transfer, disposition or otherwise), other similar agreement terms tending to limit any rightor privilege of any Seller under any Contract, conditional sale contract, title retention contract, mortgage, lease, deed of trust, hypothecation, indenture,security agreement, easement, license, servitude, proxy, voting trust, transfer restriction under any shareholder or similar agreement, or any other agreement,arrangement, contract, commitment or binding obligation of any kind whatsoever, whether written or oral, or imposed by any Law, equity or otherwise.“Environmental Laws” has the meaning set forth in Section 4.12.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.“ERISA Affiliates” has the meaning set forth in Section 4.11(a).“Excluded Assets” has the meaning set forth in Section 2.2.“Excluded Contracts” means (a) the Contracts set forth on Schedule 1.1(a) as updated pursuant to Section 2.5 and (b) Contracts relating to theExcluded Assets and the Excluded Liabilities.“Excluded Environmental Liabilities” means any Liability or other investigatory, corrective or remedial obligation, whenever arising or occurring,arising under Environmental Laws with respect to Sellers, the Business, the Acquired Assets, the Facilities or the Leased Properties (including any arisingfrom the on-site or off-site Release, threatened Release, treatment, storage, transportation, processing, disposal, or arrangement for disposal of HazardousMaterials) whether or not constituting a breach of any representation or warranty herein and whether or not set forth on any schedule attached hereto, but onlyto the extent related to pre-Closing conditions. 5“Excluded Liabilities” has the meaning set forth in Section 2.4.“Execution Date” has the meaning set forth in the Preamble.“Expense Reimbursement” means the reasonable out-of-pocket costs, fees and expenses (including legal, financial advisory, accounting and other similarcosts, fees and expenses) incurred by Purchaser or its Affiliates (other than Sellers) in connection with the negotiation, documentation and implementation ofthis Agreement and the transactions contemplated hereby and all proceedings incident thereto; provided, that under no circumstances shall the amount of theExpense Reimbursement exceed $1,000,000 in the aggregate.“Facilities” means all facilities owned or leased by the Sellers at which the Business is conducted including all Leased Real Property and Owned RealProperty.“FF&E” means all equipment, machinery, fixtures, furniture and other tangible property owned by Sellers (unless sold to any third party in theordinary course of business and not in violation of this Agreement), located at any of the Facilities, stored in any offsite location or used, held for use or usefulin the operation of the Business or the Acquired Assets (including all such property that is damaged), including all work in process, raw materials, inventory,stores and supplies, tools, finished products, spare parts, packaging and shipping containers, and other materials.“Furnished Reports” has the meaning set forth in Section 4.14(a).“GAAP” has the meaning set forth in Section 4.14(b).“Governmental Authority” means any U.S. or foreign, federal, state or local, court, tribunal, governmental department, agency, board or commission,regulatory, taxing or supervisory authority, or other administrative, governmental or quasi-governmental body, subdivision or instrumentality.“Hazardous Materials” shall mean (a) any petroleum products or byproducts, radioactive materials, friable asbestos or polychlorinated biphenyls or(b) any waste, material, or substance defined as a “hazardous substance,” “hazardous material,” or “hazardous waste” or “pollutant” or otherwise subject toregulation, investigation, control or remediation under any applicable Environmental Law.“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.“Improvements” means, with respect to any Real Property, all buildings, fixtures, structures, systems, facilities, easements, rights-of-way, privileges,improvements, licenses, hereditaments, appurtenances and all other rights and benefits belonging, or in any way related, to such Real Property. 6“Indebtedness” with respect to any Person means any obligation of such Person for borrowed money, and in any event shall include (a) any obligation ofsuch Person incurred for all or any part of the purchase price of property or other assets or for the cost of property or other assets constructed or ofimprovements thereto, other than accounts payable included in current liabilities and incurred in respect of property purchased in the ordinary course ofbusiness, (b) the face amount of all letters of credit issued for the account of such Person, (c) obligations of such Person secured by Liens or Encumbrances,(d) capitalized lease obligations of such Person, (e) all guarantees and similar obligations of such Person, (f) all accrued interest, fees and charges in respect ofany indebtedness of such Person and (g) all prepayment premiums and penalties, and any other fees, expenses, indemnities and other amounts payable as aresult of the prepayment or discharge of any indebtedness of such Person.“Intellectual Property” means all rights of Sellers in and to: (a) Trademarks; (b) Patents; (c) Copyrights; (d) Software; (e) rights of publicity andprivacy relating to the use of the names, likenesses, voices, signatures and biographical information of real persons; (f) inventions (whether or not patentable),discoveries, improvements, know-how, formulae, methodologies, business methods, processes, technology, drawings, specifications and data, andapplications, registrations or grants in any jurisdiction pertaining to the foregoing, including re-issues, continuations, divisions, continuations-in-part,reexaminations, renewals and extensions; (g) Internet websites, web pages, domain names and applications and registrations pertaining thereto and allintellectual property used in connection with or contained in websites; (h) trade secrets, inventions and confidential business information (including ideas,research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings,specifications, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, assembly, test, installation,technical, operating and service and maintenance manuals and data, hardware reference manuals and engineering, programming, service and maintenancenotes and logs), (j) any and all other intellectual property and proprietary rights; (k) all rights under agreements relating to the foregoing; (l) all books andrecords pertaining to the foregoing; (m) all claims or causes of action arising out of or related to past, present or future infringement or misappropriation of theforegoing and (n) goodwill related to all of the foregoing.“Interest” means “interest” as that term is used in Bankruptcy Code Section 363(f).“Inventory” means all raw materials, work-in-process, inventory, supplies, finished goods and goods in transit, packaging materials and otherconsumables of Sellers, including inventory (i) in the possession of the Company or (ii) that is to be delivered by the vendor of such inventory to Sellerspursuant to an order made by or on behalf of Sellers prior to the Closing, but in each case excluding inventory, supplies, finished goods and goods in transitof the Company that are (x) damaged or otherwise designated as “return to vendor” or (y) designated to be sold as part of a bulk sale.“IP Licenses” has the meaning set forth in Section 4.6(a)(xiii).“IRS” means the U.S. Internal Revenue Service. 7“Law” means any law, statute, ordinance, regulation, rule, code or rule of common law or otherwise of, or any order, judgment, injunction or decreeissued, promulgated, enforced or entered by, any Governmental Authority.“Leased Real Property” means all Real Property leased, subleased or licensed by Sellers, as lessee, sublessee or licensee, all of which are identified onSchedule 4.7(a).“Liability” means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whetheraccrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due and regardless of when asserted), including any liability forTaxes.“License Agreements” has the meaning set forth in Section 4.8(b).“Lien” has the meaning given to that term in the Bankruptcy Code.“Material Adverse Effect” means a state of facts, event, change or effect with respect to the Business, the Acquired Assets or the Assumed Liabilities thatresults in or would reasonably be expected to result in a material adverse effect on the results of operations or condition (financial or otherwise) of the Sellers,the Acquired Assets and the Business, taken as a whole, but excludes any state of facts, event, change or effect relating to (a) changes or conditions affectingthe industries in which Sellers operate generally; (b) changes in economic, regulatory or political conditions generally; (c) changes in financial, banking orsecurities markets; (d) changes in applicable Law or GAAP or interpretations thereof; (e) any act of war, terrorism or armed conflict; (f) the publicannouncement, pendency or completion of the transactions contemplated by this Agreement and (g) the filing of the Bankruptcy Cases and the effect thereof;provided, in each of clauses (a) through (e), that any such change does not have a disproportionate effect on the Acquired Assets and the Business taken as awhole.“Material Contracts” has the meaning set forth in Section 4.6(b).“Non-Assignable Contracts” has the meaning set forth in Section 2.5(f).“Orders” means the Sale Order and the Bidding Procedures Order.“Owned Intellectual Property” has the meaning set forth in Section 4.8(d).“Owned Real Property” has the meaning set forth in Section 4.7(a).“Patents” means all patents, patent applications and non-United States counterparts thereof, and industrial designs (including any continuations,divisionals, continuations-in-part, renewals, reissues, and applications for any of the foregoing).“Permits” means all certificates of occupancy or other certificates, permits, authorizations, filings, approvals and licenses possessed by Sellers, orthrough which Sellers have rights, that are used, useable or useful in the operation of the Business or the use or enjoyment or benefit of the Acquired Assets. 8“Permitted Lien” means: (a) Liens and Encumbrances for Taxes not yet due and payable or which are being contested in good faith by appropriateproceedings and for which adequate reserves with respect thereto are maintained on the books of Sellers; (b) statutory liens of carriers, warehousemen,mechanics, repairmen, workmen, suppliers or materialmen imposed by Law and arising in the ordinary course of business that are not delinquent and that donot, individually or in the aggregate, materially affect the ownership, lease, value or use of the affected asset or of the Acquired Assets as a whole; (c) pledgesor deposits in connection with workers’ compensation, unemployment insurance and other social-security Laws; (d) with respect to Real Property, any Lien orEncumbrance which a reputable title insurance company would be willing to omit as an exception, or affirmatively insure, in its title insurance policy for theapplicable parcel of Real Property; (e) with respect to Real Property, any condition that may be shown by a current and accurate survey, or that would beapparent as part of a physical inspection, of the applicable parcel of Real Property, in each case which does not materially adversely interfere with the presentuse of the parcel of Real Property it affects; (f) Liens and Encumbrances that will be released prior to or as of Closing; (g) with respect to leased or licensedproperty (including the Leased Real Property), the terms and conditions of the lease or license applicable thereto to the extent constituting a Purchased Contract;(h) all defects, exceptions, restrictions, easements, rights-of-way and other similar encumbrances of record other than monetary encumbrances, judgments andmonetary liens that in each case (1) would not in any case, individually or in the aggregate, reasonably be expected to materially and adversely impair theownership or lease of nor materially and adversely detract from the value or use of the property subject thereto or (2) would not be reasonably expected tomaterially interfere with the ordinary conduct of the business of Sellers at the property subject thereto; (i) zoning, entitlement, building and other land useregulations and codes imposed by any Governmental Authority having jurisdiction over the Real Property, which are not violated by the current use,occupancy or operation of the Real Property; (j) any right, title or interest of a lessor, sublessor or licensor under any of the Real Property Leases; and (k) inthe case of the Leased Real Property, any Lien or Encumbrance to which the fee simple interest (or any superior leasehold interest) is subject.“Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, soleproprietorship, unincorporated organization, Governmental Authority or other entity.“Petition Date” has the meaning set forth in the Recitals.“Potential Transaction” has the meaning set forth in Section 6.6.“Pre-Petition Credit Agreement” means that certain Credit Agreement dated as of May 22, 2012 by and among the Sellers, the lenders party thereto, theguarantors defined therein and Bayside Finance, LLC, as Administrative Agent, Collateral Agent and lender, as amended or modified through the ExecutionDate.“Pre-Petition Loan Documents” means the “Loan Documents” as defined in the Pre-Petition Credit Agreement, and all other documents referred to thereinor delivered in connection therewith. 9“Proceeding” has the meaning set forth in Section 2.4(a)(ix).“Purchase Price” has the meaning set forth in Section 3.1(a).“Purchased Contracts” has the meaning set forth in Section 2.1(e).“Purchaser” has the meaning set forth in the Preamble and includes each Designee in accordance with Section 3.3.“Purchaser Employees” means the Employees of Sellers who accept an offer of employment with Purchaser based on the initial terms and conditions setby Purchaser.“Qualified Bid” means competing bids pre-qualified for the Auction in accordance with the Bidding Procedures Order.“Real Property” means all of the Owned Real Property and the Leased Real Property, together with all buildings and Improvements thereon and allappurtenances and rights thereto.“Real Property Leases” means all of Sellers’ right, title and interest in all leases, subleases, licenses, concessions and other agreements (written or oral)and all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which Sellers hold a leasehold or subleaseholdestate in, or are granted a license or other right to use, the Leased Real Property.“Related Person” means, with respect to any Person at any time of determination, all directors, officers, members, managers, stockholders, employees,controlling persons, Affiliates, agents, professionals, attorneys, accountants, lenders, investment bankers or representatives of any such Person.“Release” shall have the meaning set forth in CERCLA.“Sale Hearing” means the hearing to consider the entry of the Sale Order.“Sale Motion” has the meaning set forth in Section 8.1.“Sale Order” means an order, in all material respects in the form of Exhibit B, entered by the Bankruptcy Court, which Sale Order shall be acceptableto Purchaser.“SEC Documents” has the meaning set forth in Section 4.14(a).“Schedules” has the meaning set forth in Section 6.1(c).“Seller” and “Sellers” have the meaning set forth in the Preamble.“Sellers’ Knowledge” means the actual (and not constructive) knowledge of Michael Lavelle, David Vander Ploeg and Gerald Hughes, in each case, afterdue inquiry. 10“Software” means any computer program, operating system, application, system, firmware or software of any nature, point-of-entry system,peripherals, and data whether operational, active, under development or design, nonoperational or inactive, including all object code, source code, commentcode, algorithms, processes, formulae, interfaces, navigational devices, menu structures or arrangements, icons, operational instructions, scripts,commands, syntax, screen designs, reports, designs, concepts, visual expressions, technical manuals, tests scripts, user manuals and other documentationtherefor, whether in machine-readable form, virtual machine-readable form, programming language, modeling language or any other language or symbols, andwhether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature, and all databases necessary orappropriate in connection with the operation or use of any such computer program, operating system, application, system, firmware or software.“SS” has the meaning set forth in the Preamble.“Straddle Period Property Tax” has the meaning set forth in Section 7.1(d).“Subsidiary” means, with respect to any Person: (a) any corporation of which more than 50% of the total voting power of all classes of the equityinterests entitled (without regard to the occurrence of any contingency) to vote in the election of directors is owned by such Person directly or through one ormore other Subsidiaries of such Person and (b) any Person other than a corporation of which at least a majority of the equity interests (however designated)entitled (without regard to the occurrence of any contingency) to vote in the election of the governing body, partners, managers or others that will control themanagement of such entity is owned by such Person directly or through one or more other Subsidiaries of such Person.“Tax” or “Taxes” means all taxes, however denominated, including any interest, penalties or additions to tax that may become payable in respect thereof,imposed by any Governmental Authority, whether payable by reason of contract, assumption, transferee liability, operation of Law or Treasury RegulationSection 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law), which taxes shall include all net or grossincome, gross receipts, net proceeds, sales, use, ad valorem, value added, franchise, bank shares, withholding, payroll, medicare, employment, excise,property, abandoned property, escheat, deed, stamp, alternative or add-on minimum, environmental, profits, windfall profits, transaction, license, lease,service, service use, occupation, severance, energy, sales, use, transfer, real property transfer, recording, documentary, stamp, registration, stock transfertaxes and fees, unemployment, social security, workers’ compensation, capital, premium, and other taxes, assessments, customs, duties, fees, levies, orother governmental charges of any nature whatever, whether disputed or not, and other assessments or obligations of the same or a similar nature, whetherarising before, on or after the Closing Date.“Tax Authority” means any Governmental Authority with responsibility for, and competent to impose, collect or administer, any form of Tax. 11“Tax Return” means any report, return, information return, filing declaration, statement, or claim for refund, including any schedules, exhibits orattachments thereto, and any amendments to any of the foregoing required to be filed, distributed or maintained in connection with the calculation,determination, assessment or collection of any Taxes (including estimated Taxes).“Trademarks” means any trademarks, service marks, trade names, corporate names, Internet domain names, designs, trade dress, productconfigurations, logos, slogans, and general intangibles of like nature, together with all translations, adaptations, derivations and combinations thereof, allgoodwill, registrations and applications in any jurisdiction pertaining to the foregoing.“Transfer Taxes” means all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxesincurred as a result of the transactions contemplated by this Agreement.“Treasury Regulation” means any of the regulations promulgated by the Department of the Treasury under the Code.“WARN Act” means the Worker Adjustment and Retraining Notification Act, as amended, or any similar applicable state or local Law.1.2 Interpretation. When a reference is made in this Agreement to a section or article, such reference shall be to a section or article of this Agreementunless otherwise clearly indicated to the contrary.(a) Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words“without limitation.”(b) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to thisAgreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles,sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.(c) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term. Where aword or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.(d) A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.(e) A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or reenactmentthereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto.(f) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to thisAgreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period inquestion shall end on the next succeeding Business Day. 12(g) Any reference in this Agreement to $ shall mean U.S. dollars.(h) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question ofintent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arisefavoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.ARTICLE 2PURCHASE AND SALE OF THE ACQUIRED ASSETS2.1 Purchase and Sale of Assets. Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forthin this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver toPurchaser, all of Sellers’ right, title and interest in, to and under the Acquired Assets, free and clear of all Liens, Claims, Interests or Encumbrances (otherthan Permitted Liens). “Acquired Assets” shall mean all of the, direct or indirect, right, title and interest of Sellers in and to the tangible and intangible assets,properties, rights, claims and Contracts (but excluding Excluded Assets) as of the Closing, including:(a) all cash (including undeposited checks and uncleared checks), cash equivalents and short-term investments;(b) all accounts receivable, rebates, refunds (whether related to Taxes or otherwise) and other receivables of Sellers however evidenced;(c) all Inventory of Sellers;(d) all deposits (including, with respect to the Acquired Assets, customer deposits and security deposits (whether maintained in escrow orotherwise) for rent, electricity, telephone or otherwise), credits and prepaid charges and expenses of Sellers that relate to the Acquired Assets;(e) all Contracts of Sellers that are assumed by and assigned to Purchaser pursuant to an Assumption Order on or prior to the DesignationDeadline (the “Purchased Contracts”), together with all rights thereunder from and after the Closing Date, and any causes of action relating to past or presentbreaches of the Purchased Contracts;(f) all of Sellers’ interests in and to all Improvements located on the Leased Real Property subject to each Real Property Lease, any otherappurtenances thereto, and all of Sellers’ rights in respect thereof;(g) all Owned Real Property together with all Improvements thereto and thereon; 13(h) all FF&E;(i) all Intellectual Property;(j) all telephone and facsimile numbers and all email addresses;(k) all Documents;(l) all Permits;(m) all rights, recoveries, refunds and rights of set-off against third parties;(n) the capital stock or other equity interests of any Subsidiaries of Sellers that are not guarantors of the obligations under the Pre-Petition CreditAgreement;(o) all rights under or arising out of all insurance policies relating to the Business or the Acquired Assets, unless non-assignable as a matter ofLaw;(p) other than with respect to the Excluded Contracts, all rights of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitationagreements with Purchaser Employees or agents of Sellers or with third parties (other than with Purchaser or any of its Affiliates under this Agreement or anyAncillary Agreements), including non-disclosure or confidentiality, non-compete, or non-solicitation agreements entered into in connection with the Auction;(q) all rights, claims or causes of action of Sellers or otherwise relating to the Business and the Acquired Assets, including all Avoidance Actions.(r) all rights of Sellers under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors tothe extent relating to products sold, or services provided, to Sellers or to the extent affecting any Acquired Assets other than any warranties, representations andguarantees pertaining to any Excluded Assets;(s) all interests of Sellers in, and all assets relating to, the Assumed Plans (if any);(t) subject to Section 2.5(f), any asset that requires the consent of a third party to be transferred, assumed or assigned notwithstanding theprovisions of Section 365 of the Bankruptcy Code, as to which such consent has not been obtained as of the Closing Date; upon receipt of such consent on orafter the Closing Date and entry of an appropriate Assumption Order as provided in Section 2.5(f); and(u) all goodwill and other intangible assets associated with the Business and the Acquired Assets. 142.2 Excluded Assets. Notwithstanding anything to the contrary in this Agreement, nothing herein shall be deemed to sell, transfer, assign or convey theExcluded Assets to Purchaser, and Sellers shall retain all right, title and interest to, in and under, and all obligations with respect to, the Excluded Assets. Forall purposes of and under this Agreement, and as the same may be amended pursuant to Section 2.5, the term “Excluded Assets” shall mean:(a) any asset of Sellers that otherwise would constitute an Acquired Asset but for the fact that it is conveyed, leased or otherwise disposed of, inthe ordinary course of Sellers’ business prior to the Closing Date not in violation of this Agreement;(b) the certificates of incorporation and articles of incorporation or, as applicable, formation, qualifications to conduct business as a foreigncorporation or, as applicable, limited liability company, taxpayer and other identification numbers, seals, stock transfer books, blank stock certificates,corporate books and records of internal corporate or limited liability company proceedings, tax and accounting records, work papers and other records relatingto the organization or maintenance of corporate or limited liability company existence of Sellers and any other records that Sellers are required by Law to retain;provided, however, that copies of the foregoing items shall be provided by Sellers to Purchaser following the Closing Date upon Purchaser’s request atPurchaser’s sole expense;(c) the rights of Sellers under this Agreement and the Ancillary Agreements and all consideration payable or deliverable to Sellers under thisAgreement, but excluding cash flows under any Assigned Contract;(d) all rights and interests in connection with, and assets of, any Employee Benefit Plan other than the Assumed Plans;(e) the capital stock or other equity interests of any Seller;(f) all rights under or arising out of insurance policies that are non-assignable as a matter of Law;(g) the assets listed on Schedule 2.2(g);(h) all Excluded Contracts;(i) all rights (including rights under insurance policies), claims or causes of action with respect to or arising in connection with Excluded Assets;and(j) all deposits (including, with respect to the Excluded Assets, customer deposits and security deposits (whether maintained in escrow orotherwise) for rent, electricity, telephone or otherwise) and prepaid charges and expenses of Sellers that relate exclusively to the Excluded Assets to the extentsuch deposits, prepaid charges or expenses are rightfully and legally offset against corresponding accounts payable of Sellers arising prior to the Petition Date.2.3 Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the time of the Closing, toassume, pay, perform and discharge the following Liabilities (the “Assumed Liabilities”): 15(a) all of Sellers’ Liabilities under the Assigned Contracts; provided, however, that Purchaser’s obligations with respect to monetary defaultsunder any Assigned Contract upon the assumption thereof by Purchaser shall be limited to Cure Costs, subject to the terms of Section 2.5;(b) to the extent not already paid or included in the DIP Obligations, all ordinary course Liabilities with respect to the Acquired Assets (includingordinary course trade payables) arising after the Petition Date to the extent (i) relating to the conduct of the Business after the Petition Date through the ClosingDate and (ii) set forth in the Budget; provided, however, under no circumstances shall Purchaser assume or be liable for any such Liabilities in excess of anamount to be determined by Purchaser in its sole discretion; and provided, further however, that such Liabilities shall specifically exclude any fees andexpenses of any attorneys, financial advisors, consultants or other representatives of the Sellers or anyone else for any legal, accounting, investment banking,brokerage or similar fees or expenses incurred by any Seller or any predecessor of any Seller or anyone else in connection with, resulting from or attributable to(A) the Bankruptcy Cases or the transactions contemplated by this Agreement or (B) in pursuing or supporting claims, objections, avoidance actions, or anyother litigation against Purchaser;(c) all Liabilities relating to the Assumed Plans, if any;(d) all Liabilities relating to Taxes as set forth on Schedule 2.3(d); and(e) with the prior written consent of each ABL Credit Party, all Liabilities arising under the ABL Credit Agreements; if such Liabilities are notpaid in full in cash as of Closing in the amount required under the ABL Credit Agreements.2.4 Excluded Liabilities.(a) Notwithstanding anything to the contrary in this Agreement or otherwise, Purchaser shall not assume or for any reason be deemed to haveassumed or be liable for any Claims, Liens, Encumbrances, Interests or Liabilities of Sellers of any nature whatsoever, whether presently in existence orarising hereafter (other than the Assumed Liabilities), including, but not limited to, the following (collectively, the “Excluded Liabilities”):(i) all Claims or Liabilities of Sellers that relate to any of the Excluded Assets (including under any Excluded Contracts);(ii) the Excluded Environmental Liabilities (regardless of whether such Liabilities are technically Liabilities of any Seller);(iii) any Liability relating to (A) events or conditions occurring or existing in connection with, or arising out of, the Business as operatedprior to the Closing, or (B) the ownership, possession, use, operation or sale or other disposition prior to the Closing of any Acquired Assets (or anyother assets, properties, rights or interests associated, at any time prior to the Closing, with the Business); 16(iv) any Liability relating to the Acquired Assets based on events or conditions occurring or existing prior to the Closing Date and connectedwith, arising out of or relating to: (A) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any Personor (B) compliance with any applicable Law relating to any of the foregoing; in each case except for any such Liability that may not be discharged by theSale Order;(v) all Claims or Liabilities of Sellers or for which Sellers or any Affiliate of any Seller could be liable relating to Taxes that are notexpressly assumed by Purchaser under Schedule 2.3(d);(vi) all Claims or Liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller orany predecessor of any Seller in connection with, resulting from or attributable to the Bankruptcy Cases or the transactions contemplated by thisAgreement or otherwise;(vii) all Indebtedness of any Seller;(viii) all Liabilities of Sellers related to the right to or issuance of any capital stock or other equity interest of any Seller, including any stockoptions or warrants;(ix) all Liabilities of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the ownership, lease orlicense of any properties or assets or any properties or assets previously used by Sellers or any predecessor of any Seller at any time, or other actions,omissions or events occurring prior to the Closing and which (A) constitute, may constitute or are alleged to constitute a tort, breach of contract orviolation of any rule, regulation, treaty or other similar authority or (B) relate to any and all Claims, disputes, demands, actions, Liabilities, damages,suits in equity or at Law, administrative, regulatory or quasi-judicial proceedings, accounts, costs, expenses, setoffs, contributions, attorneys’ fees orcauses of action of whatever kind or character (“Proceeding”) against Sellers, whether past, present, future, known or unknown, liquidated orunliquidated, accrued or unaccrued, pending or threatened;(x) any Liability arising out of any Proceeding commenced against Sellers or any predecessor of any Seller after the Closing and arising outof, or relating to, any occurrence or event happening prior to the Closing;(xi) all Claims or Liabilities with respect to the Employees or former employees (or their representatives) of Sellers or any predecessor of anySeller based on any action or inaction occurring prior to and including on the Closing Date, including payroll, vacation, sick leave, workers’compensation, unemployment benefits, pension benefits, employee stock option or profit sharing plans, health care plans or benefits (includingCOBRA), or any other employee plans or benefits or other compensation of any kind to any employee, and obligations of any kind including anyLiability pursuant to the WARN Act; 17(xii) any Liability arising under any Employee Benefit Plan or any other employee benefit plan, policy, program, agreement or arrangement(other than an Assumed Plan) at any time maintained, sponsored or contributed to by Sellers or any ERISA Affiliate, or with respect to which Sellers orany ERISA Affiliate has any Liability including with respect to any underfunded pension Liability; provided, that for the avoidance of doubt, allLiabilities arising under the Assumed Plans shall be assumed by Purchaser pursuant to Section 2.3(c).(xiii) any Liability arising out of or relating to services or products of Sellers to the extent performed, marketed, sold or distributed prior tothe Closing;(xiv) any Liability under any Excluded Contract;(xv) any Liability under any employment, collective bargaining agreement, severance, retention or termination agreement with any employee,consultant or contractor (or their representatives) of Sellers, except if an Assumed Liability;(xvi) any Liability arising out of or relating to any grievance by current or former employees of Sellers, whether or not the affectedemployees are hired by Purchaser;(xvii) any Liability to any shareholder or other equity holder of any Seller, which Liability relates to such Person’s capacity as ashareholder or other equity holder of a Seller;(xviii) any Liability arising out of or resulting from non-compliance or alleged non-compliance with any Law, ordinance, regulation or treatyby Sellers;(xix) any Liability for infringement or misappropriation of any Intellectual Property arising out of or relating to any conduct of any Seller oroperation of the Business on or before the Closing;(xx) any Liability of Sellers under this Agreement or any Ancillary Agreements;(xxi) any Liability of Sellers related to all Indebtedness as of the Closing under the Pre-Petition Loan Documents;(xxii) the Liabilities specifically identified and described on Schedule 2.4(a)(xxii); and(xxiii) any other Liabilities of Sellers not expressly assumed by Purchaser pursuant to Section 2.3. 18(b) The parties acknowledge and agree that disclosure of any Liability on any Schedule to this Agreement shall not create an Assumed Liability orother Liability of Purchaser, except where such disclosed Liability has been expressly assumed by Purchaser as an Assumed Liability in accordance with theprovisions of Section 2.3.2.5 Real Property Lease and Contract Designation; Cure Costs.(a) Contract and Cure Schedule. Within ten (10) days following the date hereof, SS shall deliver to Purchaser a schedule that contains a list ofeach Contract along with the Sellers’ good faith estimate of the amount of Cure Costs applicable to each such Contract (as such schedule may be amended,supplemented or otherwise modified from time to time in accordance with the terms of this Agreement, the “Contract & Cure Schedule”); provided, that if noCure Cost is estimated to be applicable with respect to any particular Contract, the amount of such Cure Cost has been designated for such Contract as“$0.00”. From the date the Contract & Cure Schedule is provided through (and including) the Designation Deadline, promptly following any changes to theinformation set forth on such Schedule (including any new Contracts included in the Acquired Assets to which a Seller becomes a party and any change in theCure Cost of any such Contract), the Sellers shall provide Purchaser with a schedule that updates and corrects the Contract & Cure Schedule. Purchasermay, at any time and from time to time through (and including) the Designation Deadline as described below, include or exclude any Designated Contract fromthe Contract & Cure Schedule and require the Sellers to give notice to the counterparties to any such Designated Contracts of the Sellers’ proposed assumptionand assignment thereof to Purchaser or Purchaser’s Designee and the amount of Cure Costs, as approved by Purchaser, associated with such DesignatedContract. If any Designated Contract is added to (or excluded from) the Contract & Cure Schedule as permitted by this Section 2.5(a), then Purchaser and theSellers shall make appropriate additions, deletions or other changes to any applicable Schedule to reflect such addition or exclusion.(b) Designation. During the period from the date the Contract and Cure Schedule is provided through the Designation Deadline and pursuant to theterms of this Section 2.5, Purchaser may designate each Designated Contract as an Assigned Contract or an Excluded Contract. Sellers hereby appointPurchaser as their agent-in-fact from and after the Closing Date for the sole purpose of allowing Purchaser to continue to operate under the Designated Contractsuntil such time as Purchaser either designates such Designated Contract as an Assigned Contract or an Excluded Contract.(c) Contract Notice. At any time prior to the Designation Deadline, Purchaser shall have the right, which right may be exercised at any time andfrom time to time in Purchaser’s sole and absolute discretion, to provide written notice to Sellers (each such notice, a “Contract Notice”) of Purchaser’s electionto deem the Designated Contracts identified in the subject Contract Notice(s) an Assigned Contract and require Sellers to use reasonable best efforts, subject toentry of an Assumption Order by the Bankruptcy Court, to assume and assign such Designated Contracts to Purchaser or Purchaser’s Designee. In any suchContract Notices, Purchaser also may designate any Designated Contract as an Excluded Contract. Within fifteen (15) days following the date Purchaserdelivers a Contract Notice to Sellers electing to deem a Designated Contract as an Assigned Contract, Sellers shall, at no additional cost or expense toPurchaser, take all requisite actions (including actions required under § 363 and/or 365 of the Bankruptcy Code, as applicable) to assume and assign suchDesignated Contracts to Purchaser or 19its Designee. Without limiting the generality of the foregoing, upon receipt of a Contract Notice electing to deem a Designated Contract as an Assigned Contract,Sellers shall use reasonable best efforts to obtain the entry of an Assumption Order by the Bankruptcy Court approving the assumption and assignment ofsuch Designated Contracts to Purchaser or its Designee and fixing the Cure Costs relating to each of such Designated Contracts, provided, however, that if theCure Costs to be fixed by the Bankruptcy Court for any Designated Contract in a proposed Assumption Order either are greater than the amount set forth inthe Contract & Cure Schedule and are not consented to by Purchaser no later than the hearing before the Bankruptcy Court to consider the assumption andassignment of such Designated Contract, then Purchaser shall be permitted at such hearing to forthwith revoke its designation of any such DesignatedContract as an Assigned Contract and thereupon such Designated Contract shall be deemed to be an Excluded Contract for all purposes of this Agreement.Promptly following the entry of an Assumption Order by the Bankruptcy Court, Purchaser shall and shall cause its Designees to assume from Sellers theAssigned Contracts pursuant to Section 365 of the Bankruptcy Code and an Assignment and Assumption Agreement.(d) Bankruptcy Court Matters. Sellers shall give written notice to Purchaser prior to the submission of any motion in their Bankruptcy Cases toassume or reject any Designated Contracts together with a copy of the proposed Assumption Order, and, without the prior written consent of Purchaser, Sellersshall not assume or reject any Designated Contracts. Sellers shall promptly reject any Designated Contract that (i) Purchaser has designated as an ExcludedContract pursuant to a Contract Notice, (ii) has been deemed to be an Excluded Contract pursuant to Section 2.5(b) above or (iii) any Designated Contract thatPurchaser has not designated as an Assigned Contract by the Designation Deadline (all such Designated Contracts being deemed to be Excluded Contracts forpurposes of this Agreement). Any Designated Contracts that are rejected subject to Bankruptcy Court approval or are the subject of a rejection motion at theDesignation Deadline, after complying with the provisions of this Section 2.5 shall constitute Excluded Contracts. Purchaser shall not have any obligation orliability with respect to Excluded Contracts from and after the earliest of: (x) delivery of such a Contract Notice, (y) after such Designated Contract has beendeemed to be an Excluded Contract pursuant to Section 2.5(b) above or (z) after the Designation Deadline, as applicable.(e) Cure Costs; Adequate Assurance. To the extent that any Designated Contract requires the payment of Cure Costs in order to be assigned toPurchaser and assumed pursuant to Section 363 and 365 of the Bankruptcy Code, the Cure Costs related to such Designated Contract shall be paid by theSellers to the extent of available cash on the Sellers’ balance sheet. In the event that the aggregate amount of Cure Costs payable for all Assigned Contractsexceeds the amount of available cash on the Sellers’ balance sheet, Purchaser or its Designees shall satisfy such excess Cure Costs. Purchaser shall not berequired to make any payment of Cure Costs for, or otherwise have any Liabilities with respect to, any Contract that is not an Assigned Contract. Purchaserwill provide adequate assurance of future performance on its behalf and on behalf of its Designees as required under the Bankruptcy Code, includingSection 365(f)(2)(B) thereof. Purchaser and the Sellers agree that they will promptly take all actions reasonably required to assist in obtaining a BankruptcyCourt finding that there has been an adequate demonstration of adequate assurance of future performance under each Assigned Contract, such as furnishingaffidavits, non-confidential financial information or other documents or information for filing with the Bankruptcy Court and making Purchaser’s and theSellers’ employees and representatives available to testify before the Bankruptcy Court, as necessary. 20(f) Non-Assignable Contracts. To the extent that any Assigned Contract is not capable of being assigned under Section 365 of the BankruptcyCode (or, if inapplicable, pursuant to other applicable Laws or the terms of such Contract) to Purchaser or a Designee without the consent of the other partythereto or any Person (including a Government Entity), and such consent has not been obtained (collectively, the “Non-Assignable Contracts”), this Agreementwill not constitute an assignment thereof, or an attempted assignment, unless any such consent is obtained. Any payment to be made in order to obtain anyconsent required by the terms of any Non-Assignable Contract shall be the responsibility of Sellers to the extent of available cash on Sellers’ balance sheet. Inthe event that the aggregate amount of consent fees payable for all Non-Assignable Contracts exceeds the amount of available cash on the Sellers’ balance sheet,Purchaser or its Designees shall satisfy such excess consent fees. If, after giving effect to the provisions of Sections 363 and 365 of the Bankruptcy Code,such consent is required but not obtained, the Sellers shall cooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser thebenefits and obligations of or under any such Non-Assignable Contract, including enforcement for the benefit of Purchaser of any and all rights of the Sellersagainst a third party thereto arising out of the breach or cancellation thereof by such third party. Any assignment to Purchaser of any Assigned Contract thatshall, after giving effect to the provisions of Sections 363 and 365 of the Bankruptcy Code, require the consent of any third party for such assignment asaforesaid shall be made subject to such consent being obtained. Any contract that would be an Assigned Contract but is not assigned in accordance with theterms of this Section 2.5(f) shall not be considered an “Assigned Contract” for purposes hereof unless and until such contract is assigned to Purchaserfollowing the Closing Date upon receipt of the requisite consents to assignment and Bankruptcy Court approval.ARTICLE 3CONSIDERATION3.1 Purchase Price.(a) The purchase price (the “Purchase Price”) for the purchase, sale, assignment and conveyance of Sellers’ right, title and interest in, to andunder the Acquired Assets to Purchaser or its Designees shall consist of (i) an amount equal to $95,000,000, which amount shall be payable in the form of acredit bid of an amount of the obligations then outstanding under the DIP Credit Agreement and the Pre-Petition Credit Agreement (such amount as may beincreased pursuant to Section 3.1(b), the “Credit Bid Amount”); (ii) unless such obligations have been assumed by Purchaser pursuant to Section 2.3(e), anamount in cash allocated solely for the benefit of the ABL Credit Parties in order to cause the “payment in full” of the Obligations under each of the ABLCredit Agreements (within the meaning of such phrase under the ABL Credit Agreements), including the Letter of Credit Collateralization (as defined in theABL DIP Credit Agreement) and Payment in Full of ABL Priority Debt (as such term is used the Existing Split Lien Intercreditor Agreement (as defined in theABL DIP Credit Agreement) and the Split Lien Intercreditor Agreement (as defined in the ABL DIP Credit Agreement); and (iii) the assumption by Purchaser ofthe Assumed Liabilities. 21(b) For the avoidance of doubt, at any time, and from time to time, during the Auction, Purchaser may increase the Purchase Price, including byincreasing the Credit Bid Amount to the full amount then outstanding and owing under the DIP Credit Agreement and the Pre-Petition Credit Agreement and orpaying additional cash consideration.3.2 Allocation of Purchase Price. If the transaction contemplated by this Agreement is an “Applicable Asset Acquisition” as defined in Section 1060(c) ofthe Code, then by the Designation Deadline, Purchaser shall prepare and deliver to Sellers a statement allocating the sum of the Purchase Price, the AssumedLiabilities and other relevant items among the Acquired Assets in accordance with Section 1060 of the Code (such statement, the “Allocation Statement”), andthe Allocation Statement shall be finalized upon reasonable consultation with Sellers. Except as otherwise required by applicable Law, the parties shall followthe Allocation Statement for purposes of filing IRS Form 8594 (and any supplements to such form) and all other Tax Returns, and shall not voluntarily takeany position inconsistent therewith. If the IRS or any other taxation authority proposes a different allocation, Sellers or Purchaser, as the case may be, shallpromptly notify the other party of such proposed allocation. Sellers or Purchaser, as the case may be, shall provide the other party with such information andshall take such actions (including executing documents and powers of attorney in connection with such proceedings) as may be reasonably requested by suchother party to carry out the purposes of this section. Except as otherwise required by applicable Law or pursuant to a “determination” under Section 1313(a) ofthe Code (or any comparable provision of United States state, local, or non-United States law), (i) the transactions contemplated by Article 2 of this Agreementshall be reported for all Tax purposes in a manner consistent with the terms of this Section 3.2; and (ii) neither party (nor any of their Affiliates) will take anyposition inconsistent with this Section 3.2 in any Tax Return, in any refund claim, in any litigation or otherwise. Notwithstanding the allocation of thePurchase Price set forth in the Allocation Statement, nothing in the foregoing shall be determinative of values ascribed to the Acquired Assets or the allocation ofthe value of the Acquired Assets in any plan of reorganization or liquidation that may be proposed.3.3 Assignment to Subsidiaries of Purchaser. Prior to the Closing, Purchaser shall have the right to assign its rights to receive all or any part of theAcquired Assets and its obligations to assume all or any part of the Assumed Liabilities, in each case, to one or more Affiliates or Subsidiaries of Purchaser(each, a “Designee”) by providing written notice to SS and each such Designee shall be deemed to be a Purchaser for all purposes hereunder and under theAncillary Agreements, except that no such assignment shall relieve Purchaser of any of its obligations hereunder. 22ARTICLE 4REPRESENTATIONS AND WARRANTIES OF SELLERSSellers hereby represent and warrant to Purchaser as follows:4.1 Organization. Each Seller is duly organized, validly existing and in good standing under the Laws of its state of incorporation or formation and hasall necessary power and authority to own, lease and operate its properties and to conduct its business in the manner in which its business is currently beingconducted. Except as a result of the commencement of the Bankruptcy Cases, each Seller is qualified to do business and is in good standing in alljurisdictions where it owns its properties and assets and conducts the Business.4.2 Subsidiaries and Investments. Except as set forth in Schedule 4.2, Sellers do not, directly or indirectly, own, of record or beneficially, anyoutstanding voting securities, membership interests or other equity interest in any Person.4.3 Authorization of Agreement. Subject to entry of the Sale Order and authorization as is required by the Bankruptcy Court:(a) Each Seller has, or at the time of execution will have, all necessary power and authority to execute and deliver this Agreement and eachAncillary Agreement to which such Seller is or will become a party and to perform its obligations hereunder and thereunder;(b) The execution, delivery and performance of this Agreement and each Ancillary Agreement to which a Seller is or will become a party and theconsummation of the transactions contemplated hereby and thereby have been, or at the time of execution will be, duly authorized by all necessary action onthe part of such Seller and no other proceedings (shareholder, member or otherwise) on the part of Sellers are necessary to authorize such execution, deliveryand performance; and(c) This Agreement and each Ancillary Agreement to which a Seller is or will become a party have been, or when executed will be, duly andvalidly executed and delivered by such Seller and (assuming the due authorization, execution and delivery by the other parties hereto or thereto) this Agreementand each Ancillary Agreement to which a Seller is or will become a party constitutes, or will constitute, when executed and delivered, such Seller’s valid andbinding obligation, enforceable against such Seller in accordance with its respective terms except as may be limited by bankruptcy, insolvency, reorganization,moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights, or by general equity principles, includingprinciples of commercial reasonableness, good faith and fair dealing.4.4 Conflicts; Consents of Third Parties.(a) Except as set forth on Schedule 4.4(a), subject to entry of the Bankruptcy Order, the execution, delivery and performance by each Seller of thisAgreement and each Ancillary Agreement, the consummation of the transactions contemplated hereby and thereby, and compliance by each Seller with any ofthe provisions hereof or thereof do not, or will not at the time of execution, result in the creation of any Lien or Encumbrance upon the Acquired Assets and donot, or will not at the time of execution, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give riseto a right of payment, termination, modification, acceleration or cancellation under any provisions of: 23(i) such Seller’s certificates of incorporation, bylaws or comparable organizational documents of such Seller;(ii) subject to entry of the Sale Order, any material Assigned Contract or Permit to which such Seller is a party or by which any of theAcquired Assets are bound;(iii) subject to entry of the Sale Order, any order, writ, injunction, judgment or decree of any Governmental Authority applicable to suchSeller or any of the Acquired Assets; or(iv) subject to entry of the Sale Order, any applicable Law.(b) Subject to entry of the Sale Order, and except (i) for such authorizations, orders, declarations, filings and notices as may be required underthe HSR Act and (ii) as set forth on Schedule 4.4(b), no consent, waiver, approval, order, Permit or authorization of, or declaration or filing with, ornotification to, any Person or Governmental Authority is required on the part of any Seller in connection with the execution, delivery and performance of thisAgreement or any Ancillary Agreement to which it is or will become a party, the compliance by such Seller with any of the provisions hereof or thereof, theconsummation of the transactions contemplated hereby or thereby, or the assignment or conveyance of the Acquired Assets.4.5 Title to Acquired Assets. Except as set forth on Schedule 4.5, Sellers have good, and marketable title to, or a valid and marketable leasehold interestin, the Acquired Assets, and, subject to entry of the Sale Order, Purchaser will be vested, to the maximum extent permitted by Sections 363 and 365 of theBankruptcy Code, with good and marketable title to, and a valid and marketable leasehold interest in, the Acquired Assets free and clear of all Liens, Claims,Interests and Encumbrances, other than Permitted Liens.4.6 Contracts.(a) Schedule 4.6 sets forth a complete list, as of the date hereof, of all Contracts to which any Seller is a party or by which it is bound and thatare used in or related to the Business or the Acquired Assets, meeting any of the descriptions set forth below:(i) all reseller or distribution agreements with respect to which any Seller recognized cumulative revenue during the fiscal year endedApril 28, 2012 in excess of $100,000;(ii) any Contract with any current customer of any Seller with respect to which such Seller recognized cumulative revenue during the twelve-month period ended December 31, 2012 in excess of $100,000;(iii) any Contract with any supplier of goods and/or services, including any personal property leases, with respect to which any Seller madecumulative expenditures during the twelve-month period ended December 31, 2012 greater than $100,000; 24(iv) any material Contract with any sole source suppliers, or any other material contract that licenses or otherwise authorizes any third partyto design, manufacture, reproduce, develop or modify the products, services or technology of the Sellers;(v) any material Contracts that contain provisions granting any exclusive rights, rights of first refusal, rights of first negotiation or similarrights to any Person;(vi) any Contract limiting in any material respect the right of any Seller to engage in any line of business, compete with any Person in anyline of business or the manner or locations in which any of them may engage;(vii) any Contract with any officer of any Seller, any Contract with any employee of any Seller, any Contract that promises any paymentor benefit to any officer of any Seller or any Contract that promises any payment or benefit to any employee of any Seller;(viii) any Contract with any Affiliate of any Seller;(ix) any evidence of Indebtedness in excess of $100,000;(x) any joint venture, partnership, cooperative arrangement or any other agreement involving a sharing of profits or development costs;(xi) any material Contract or arrangement pursuant to which any Seller sells or licenses any product outside of the United States;(xii) any Contract with respect to the discharge, storage or removal of effluent, waste or pollutants;(xiii) except for licenses for third party commercially available Software that (A) is word processing, financial or other business software,or (B) has an individual acquisition cost or annual licensing fee of $100,000 or less, any Contract pursuant to which (x) any Seller has been granted orotherwise receives any right to use third party Intellectual Property rights used by any Seller in the Business or (y) any Seller has granted a third partyrights to use any Intellectual Property owned by any Seller; in each case of (x) and (y), with annual or one-time license fees in excess of $100,000 (“IPLicenses”);(xiv) any material power of attorney, proxy or similar instrument;(xv) any Contract for the purchase, sale or license of any material assets of any Seller other than in the ordinary course of business or anyContract granting an option or preferential rights to purchase, sell or license any material assets of any Seller other than in the ordinary course ofbusiness; 25(xvi) to the extent not otherwise set forth on Schedule 4.6, any Contract under which a Seller has continuing material indemnificationobligations to any Person;(xvii) any Contract relating to the acquisition by any Seller of a business or the equity interests of any other Person (whether or notcompleted) entered into within the last two (2) years;(xviii) any other Contract (other than those excluded by an express exception from the descriptions set forth in the subsections above) whichprovides for payment or performance by either party thereto having an aggregate value of $100,000 or more (unless terminable without payment orpenalty on ninety (90) days (or less) notice);(xix) any Real Property Leases; and(xx) any agreement to enter into any of the foregoing.(b) The foregoing are collectively referred to as the “Material Contracts.” Purchaser shall receive or be provided access within seven (7) days afterthe Execution Date to true, correct and complete copies of such written Contracts and any and all amendments, modifications, supplements, exhibits andrestatements thereto and thereof in effect as of the date of this Agreement.4.7 Real Property.(a) Schedule 4.7(a) sets forth a list of each parcel of Real Property currently owned (“Owned Real Property”), leased, licensed or subleased bySellers. Sellers shall deliver or make available to Purchaser within seven (7) days after the Execution Date true, correct and complete copies of the Real PropertyLeases in effect as of the Execution Date (including all amendments thereto, assignments and subleases in respect thereof) relating to the Leased Real Property.One or more Sellers owns and has good and marketable title to all of the Owned Real Property and has valid leasehold or subleasehold (or a valid license)interests in all of the Leased Real Property, in each case, free and clear of any and all Encumbrances (except for Permitted Liens and Encumbrances listed onSchedule 4.5). Except as would not have a Material Adverse Effect, each Real Property Lease to which any Seller is a party is valid and enforceable inaccordance with its terms. Except as set forth on Schedule 4.7(a), (i) no Seller has received written notice that it is in default under any such Real PropertyLease other than as has been cured or would be cured pursuant to this Agreement and the entry of the Sale Order, (ii) to Sellers’ Knowledge, no circumstancesexist which, with notice, the passage of time or both, would reasonably be expected to constitute a default by any Seller under any such Real Property Leaseother than defaults that may be alleged to have occurred by a landlord under a Real Property Lease as a result of the initiation of the Bankruptcy Cases and(iii) to Sellers’ Knowledge, no other party to any such Real Property Lease is in default thereunder.(b) Except as set forth on Schedule 4.7(b), no Seller has received written notice of any pending condemnation proceeding with respect to any parcelof Real Property nor, to such Sellers’ Knowledge, is there any threatened condemnation that would preclude or impair the use of any Real Property byPurchaser for the purposes for which it is currently used. 26(c) Other than as set forth in any of the Real Property Leases and other than the right of Purchaser pursuant to this Agreement, there are no otheroptions or rights of first offer or rights of first refusal or similar rights or options to purchase, lease or otherwise acquire any interest in any of the Owned RealProperty or any of the leases or subleases relating to the Leased Real Property have been granted by any Seller to any Person (other than Purchaser) that areenforceable.(d) Except as set forth on Schedule 4.7(d), no Seller has made or given any security deposit to or for the benefit of any landlord or sublandlord inrespect of any Leased Real Property and none is required.4.8 Intellectual Property.(a) Schedule 4.8(a) sets forth a complete and accurate list of all (i) United States and non-United States Patents and Patent applications owned bySellers; (ii) United States and non-United States Trademark registrations and Internet domain registrations, Trademark applications and material unregisteredTrademarks owned by Sellers; and (iii) United States and non-United States Copyright and mask work registrations, Copyright applications and materialunregistered Copyrights owned by Sellers.(b) Schedule 4.8(b) sets forth a complete and accurate list of all (i) IP Licenses and (ii) Contracts to which Sellers are a party or otherwise boundrestricting Sellers’ rights to use any Intellectual Property, including license agreements, development agreements, distribution agreements, settlementagreements, consent to use agreements, and covenants not to sue (collectively, the “License Agreements”). Sellers have not licensed or sublicensed its rights inany Intellectual Property other than pursuant to the License Agreements.(c) Sellers own or possess rights to use all Intellectual Property material to the conduct of the Business. All registrations with and applications toGovernmental Authorities set forth on Schedule 4.8(a) are in full force and effect, have not, except in accordance with the ordinary course practices of Sellers,lapsed, expired or been abandoned, are not the subject of any opposition or other action challenging the ownership, validity or scope thereof filed with theUnited States Patent and Trademark Office or any other applicable Intellectual Property registry, court of law, or tribunal.(d) Except as identified in the Contracts set forth in Schedule 4.8(b), to Sellers’ Knowledge, no present or former employee, officer or director ofSellers, or agent, outside contractor or consultant of Sellers, holds any right, title or interest, directly or indirectly, in whole or in part, in or to any IntellectualProperty and necessary for the conduct of the Business. Other than with respect to copyrightable works Sellers hereby represent to be “works made for hire”within the meaning of Section 101 of the Copyright Act of 1976 owned by Sellers or as identified in the Contracts set forth in Schedule 4.8(b), Sellers haveobtained from all individuals who participated in any respect in the invention or authorship of any Intellectual 27Property created by or for Sellers and necessary for the conduct of the Business (the “Owned Intellectual Property”), as consultants, as employees ofconsultants or otherwise, effective waivers of any and all ownership rights of such individuals in the Owned Intellectual Property and/or written assignmentsto Sellers of all rights with respect thereto.(e) As of the date hereof, Sellers have not received any written notice and to Sellers’ Knowledge no verbal notice, that it is, or they are, currently indefault (or with the giving of notice or lapse of time or both, would be in default) under any IP Licenses. Sellers have not received any written notice of anyclaim of invalidity of any Intellectual Property set forth on Schedule 4.8(a). Except as set forth on Schedule 4.8(e), to Sellers’ Knowledge, no materialIntellectual Property rights of Sellers are being infringed by any other Person. Except as set forth on Schedule 4.8(e) or claims that have been resolved, Sellershave not received any written notice of any claim of infringement or conflict with any Intellectual Property right of others within the six (6) years prior to thedate hereof.(f) To Sellers’ Knowledge, no Software material to Sellers’ Business contains source code that requires as a condition of use, modification ordistribution of such source code that such source code or other Intellectual Property incorporated into, derived from or distributed with such source code (i) bedisclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works, as that term is defined by U.S. copyright law; or(iii) be redistributed at no charge.4.9 Taxes.(a) All federal, state, foreign, county, local and other Tax Returns required to be filed by or on behalf of Sellers have been timely filed, orextensions of the time to file have been obtained, and when filed were true and correct in all material respects, and the taxes due and owing thereon were paid oradequately accrued, except to the extent contested in good faith by proper proceedings. True and complete copies of all Tax Returns filed by Sellers for each ofits three (3) most recent fiscal years shall be delivered or made available to Purchaser within seven (7) days after the Execution Date. Sellers have duly withheldand paid all material Taxes required to have been withheld and paid relating to any employee, independent contractor, creditor, stockholder, or other thirdparty, and all material Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed and distributed.(b) Since October 27, 2012, Sellers have not incurred any material Taxes other than Taxes incurred in the ordinary course of business consistentin type and amount with past practices.(c) The federal and state income Tax Returns of Sellers have been audited by the IRS and appropriate state Tax Authorities for the periods, asapplicable, and to the extent set forth in Schedule 4.9(c), and to Sellers’ Knowledge, Sellers have not received from the Internal Revenue Service or from theTax Authorities of any state, county, local or other jurisdiction any notice of underpayment of Taxes or other deficiency which has not been paid nor anyobjection to any return or report filed by any Seller. There is no material dispute or claim concerning any Tax liability of any Seller either (i) claimed or raisedby any Tax Authority in writing or (ii) as to which any Seller has knowledge based upon personal contact with any agent of such Tax Authority. 28(d) There are no outstanding agreements or waivers extending the statutory period of limitations applicable to any Tax Return or report of anySeller or the period of time within which any Tax Return of any Seller must be filed.(e) No Seller has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicableperiod specified in 897(c)(1)(A)(ii) of the Code. No Seller is a party to or bound by any tax allocation or sharing agreement. No Seller (A) has been a memberof an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was one of Sellers) or (B) has anyliability for the Taxes of any Person (other than any other Seller) under Treas. Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), as atransferee or successor, by contract.(f) During the last two (2) years, no Seller has (i) applied for any tax ruling with respect to non-income Taxes, (ii) entered into a closing agreementwith any Tax Authority with respect to non-income Taxes, or (iii) been a party to any Tax allocation or Tax sharing agreement (other than with any otherSeller).(g) Except as described on Schedule 4.9(g), no Seller will be required to include any item of income in, or exclude any item of deduction from,taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:(i) Change in method of accounting for a taxable period ending on or prior to the Closing Date;(ii) “Closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreignincome Tax Law) executed on or prior to the Closing Date;(iii) Intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or anycorresponding or similar provision of state, local or foreign income Tax law);(iv) Installment sale or open transaction disposition made on or prior to the Closing Date; or(v) Prepaid amount received on or prior to the Closing Date.(h) No Seller has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported orintended to be governed in whole or in part by Section 355 of the Code in the two years prior to the date of this Agreement.(i) No Seller has engaged in a “listed transaction”, within the meaning of Treasury Regulation §1.6011-4. 294.10 Collective Bargaining Agreements, Employment Agreements, etc.(a) Schedule 4.10(a) lists (i) all union, collective bargaining or other employee association agreements (indicating duration and expiration date foreach), and all other written agreements providing for any material salary, bonus, benefits, perquisites, severance, management fees or other compensationrelating to service to be paid to any director, officer or employee of Sellers and (ii) fees paid to independent contractors of Sellers during the twelve-monthperiod ended December 31, 2012.(b) No Seller (i) and to Sellers’ Knowledge, no other party thereto, has breached or otherwise failed to comply in any material respect with anyprovision of any agreement set forth on Schedule 4.10(a), (ii) has employees organized as a bargaining unit or the like by any labor organization except asdisclosed on Schedule 4.10(a), (iii) is, nor has it been, within the last two (2) years, subject to any unfair labor practice complaints before the National LaborRelations Board (except as set forth on Schedule 4.10(b)), (iv) is, nor has it been, within the last two (2) years subject to any activities or proceedings of anylabor union (or representatives thereof) to organize any unorganized employees, and (v) is, nor has it been, within the last two (2) years subject to any strikes,organized slowdowns, work stoppages or lockouts and, to the best of Sellers’ Knowledge, no matter or occurrence referred to in subclauses (ii) through (v) isplanned, pending or threatened, as applicable.(c) Except as set forth on Schedule 4.10(c), no Seller is in violation, in any material respect, and no Seller has received within the last two(2) years written notice of any claim with respect to a material violation or alleged material violation, of any federal or state civil rights law, the Fair LaborStandards Act, as amended, the Age Discrimination in Employment Act, as amended, the National Labor Relations Act, as amended, the Occupational Safetyand Health Act, as amended, the Americans with Disabilities Act, as amended, ERISA (with respect to any Employee Benefit Plan), or the VocationalRehabilitation Act of 1973, as amended, any applicable state or local laws analogous to the federal laws listed above or any other employee protective law ofany jurisdiction and, to the best of Sellers’ Knowledge, no claim referred to in this Section 4.10(c) is planned, pending or threatened.(d) For each current Employee, Schedule 4.10(d) sets forth each such Employee’s name, title, date of hire, annualized compensation, bonus,commission, FLSA classification and union representation, if applicable.4.11 Employee Benefit Plans.(a) Schedule 4.11(a) lists all: (i) employee pension or welfare benefit plans (as defined in Section 3(2) and 3(1) of ERISA, respectively), (A) whichare maintained or administered by any Seller; (B) to which any Seller contributes, or is legally obligated to contribute; or (C) under which any Seller has anyliability including due to any Seller’s relationship with any entity that along with such Seller is treated as a “single employer” under Section 414 of the Code (“ERISA Affiliates”) and (ii) all other material plans or arrangements maintained by Sellers for the benefit of current or former employees, their beneficiaries ordependents (collectively, the “Employee Benefit Plans”). 30(b) Except as set forth on Schedule 4.11(b), no Seller currently contributes to any “multiemployer plan” within the meaning of Section 4201 ofERISA, and no Seller has incurred any withdrawal liability within the meaning of Section 4201 of ERISA with respect to any multiemployer plan which hasnot been satisfied.(c) With respect to each Employee Benefit Plan, Sellers shall make available to Purchaser within seven (7) days after the Execution Date a trueand correct copy of (i) the most recent annual report (Form 5500), if any, filed with the IRS or the United States Department of Labor, (ii) the plandocument(s) and all amendments thereto, if any, and all summary plan descriptions, summaries of material modifications, and copies or samples of anymaterial administrative documents for such Employee Benefit Plan, and (iii) each trust agreement, group annuity Contract and insurance policy, if any,relating to such Employee Benefit Plan. Each Employee Benefit Plan (A) has been administered in all material respects in accordance with its terms and(B) complies in all material respects in form with, and has been operated and administered in all material respects in accordance with, any and all applicablelaws, including ERISA and the Code. Each Employee Benefit Plan and each trust (in each case including any amendments to such plans) that is intended toqualify under Section 401(a) and 501(a) of the Code is covered by a favorable determination or opinion letter from the IRS that remains in effect on the datehereof, and remains current with respect to any actual or legally required plan amendment for which the applicable remedial amendment period under IRSRevenue Procedure 2007-44 has expired.(d) All contributions and premiums required by Law under any Employee Benefit Plan or by the terms of any Employee Benefit Plan or anyagreement relating thereto have been timely made.(e) With respect to the Employee Benefit Plans, individually and in the aggregate, to Sellers’ Knowledge, no event has occurred that could subjectany Seller or any of its ERISA Affiliates to any material liability under ERISA, the Code or any other applicable Law, including any non-exempt “prohibitedtransaction” (as defined in Section 406 of ERISA and Section 4975(c) of the Code).(f) There are no material Proceedings against any Employee Benefit Plan, the assets of any such plan or against Sellers, the plan administrator, orfiduciary of any Employee Benefit Plan with respect to the operation of any such plan (other than routine benefit claims), and, to Sellers’ Knowledge, there areno facts or circumstances which could form the basis for any such Proceedings. To Sellers’ Knowledge, no Seller is in default with respect to any order, writ,judgment or decree of any court or governmental department, bureau, agency or instrumentality, with respect to any Employee Benefit Plan insofar as it relatesto any current or former employee.(g) Sellers have at all times complied with the requirements of COBRA and Schedule 4.11(g) lists all of the individuals covered under any healthcare plan of Sellers pursuant to COBRA and the date for each such individual when COBRA coverage began. 31(h) Except as set forth on Schedule 4.11(h), Sellers have no obligations under any Employee Benefit Plan and/or any collective bargainingagreement to provide health or life insurance benefits to former employees (or their beneficiaries or dependents) for periods after termination of employment,except as specifically required by COBRA or any other applicable state or federal Law.4.12 Environmental Matters. Except as set forth in Schedule 4.12 and except as would not reasonably be expected to result in a Material Adverse Effect,(a) the Acquired Assets are in compliance with all applicable Laws relating to pollution or the protection of the environment or human health and safety as itrelates to Hazardous Materials (“Environmental Laws”); (b) Sellers have obtained and are in compliance with all material Permits that are required pursuant toEnvironmental Laws for the occupation of their facilities and the operation of the Business, and such Permits are in full force and effect; (c) no Seller hasreceived written or oral notice of any Proceeding relating to or arising under Environmental Laws with respect to the Acquired Assets or the Business, nor toSellers’ Knowledge are any of the same being threatened against any Seller; (d) no Seller has received any written or oral notice or report regarding any actualor alleged violation of Environmental Law or any Liabilities, including any investigatory, remedial or corrective Liabilities, relating to any of them or theirfacilities arising under Environmental Laws; (e) no Seller has received any written or oral notice of, or entered into, any obligation, order, settlement,judgment, injunction, or decree involving outstanding requirements, including any investigatory, remedial or corrective Liabilities relating to or arising underEnvironmental Laws; (f) none of the following exists at any property or facility owned or leased by any Seller: (i) under or above-ground storage tanks,(ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surfaceimpoundments, or disposal areas; (g) no Seller has Released any Hazardous Material, into the environment at, onto, or from any property owned or leased byany Seller (and no such property is contaminated by any such substance) which has resulted in or would reasonably be expected to result in Liability forresponse costs, corrective action costs, personal injury, property damage or natural resources damages, or Claims relating to any Environmental Law; and(h) the transactions contemplated hereby will not result in any Liabilities for site investigation or cleanup, or require the consent of any Person, pursuant toany Environmental Laws, including any so-called “transaction-triggered” or “responsible property transfer” requirements.4.13 Insurance. Sellers maintain the insurance policies set forth on Schedule 4.13, which Schedule sets forth all insurance policies covering the property,assets, employees and operations of the Business (including policies providing property, casualty, liability and workers’ compensation coverage). Suchpolicies are in full force and effect. Sellers have paid all premiums on such policies due and payable prior to the Execution Date.4.14 Financial Statements.(a) Sellers have filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplementsthereto) required to be filed by them with the SEC since January 1, 2011 (all such forms, reports, statements, certificates and other documents filed, sinceJanuary 1, 2011 and prior to the date hereof, collectively, the “SEC Documents”), and Sellers have furnished all reports and other documents (including allexhibits, 32amendments and supplements thereto) required to be furnished by them with the SEC since January 1, 2011 (all such reports and other documents furnished,since January 1, 2011 and prior to the date hereof, collectively, the “Furnished Reports”). As of the date hereof, there are no outstanding or unresolvedcomments in comment letters received from the SEC staff with respect to the SEC Documents or Furnished Reports. No executive officer of Sellers has failedto make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act with respect to any SEC Documents. None of the Sellersnor any of their executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness ormanner of filing of the certifications required by the Sarbanes-Oxley Act and made by its principal executive officer and principal financial officer.(b) Each of the audited consolidated financial statements included in or incorporated by reference into the SEC Documents (including any relatednotes and schedules) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basisthroughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position ofSS and its Subsidiaries at the respective dates thereof and the results of operations, changes in equity and cash flows. Each of the unaudited condensedconsolidated financial statements included in or incorporated by reference into the SEC Documents (including any related notes) have been prepared inaccordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or may be permitted bythe SEC under the Exchange Act) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of therespective dates thereof and the results of their operations, changes in equity and cash flows for the periods indicated (subject to notes and normal period-endadjustments that will not be material in amount or effect).4.15 No Brokers or Finders. No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by, or acting on behalf of,any of Sellers in connection with the negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement, other than asset forth on Schedule 4.15, the fees and expenses of which Sellers shall bear, is or will be entitled to any brokerage or finder’s or similar fees or othercommissions as a result of this Agreement or such transaction.4.16 Affiliate Transactions. Except as disclosed in Schedule 4.16, no Affiliate of any Seller (other than any other Seller) (a) is a competitor, creditor,debtor, customer, distributor, supplier or vendor of any Seller, (b) is a party to any Material Contract with any Seller, (c) has any Proceeding against anySeller, (d) has a loan outstanding from any Seller or (e) owns any assets that are used in the Business.4.17 Litigation; Proceedings. Except as set forth on Schedule 4.17, there is no claim, action, suit, Proceeding, complaint, charge, hearing, grievance orarbitration pending or, to Sellers’ Knowledge, threatened against or related to the Business, whether at Law or in equity, whether civil or criminal in nature orby or before any arbitrator or Governmental Authority, nor are there any investigations relating to the Business, pending or, to Sellers’ Knowledge, threatenedby or before any arbitrator or any Governmental Authority, which could reasonably be 33expected to results in a Material Adverse Effect, and none of the Acquired Assets is subject to any judgment, injunction, order, consent, or decree of anyGovernmental Authority or any settlement agreement with any Person, which could reasonably be expected to results in a Material Adverse Effect.4.18 Compliance with Laws. Each Seller (i) is and at all times since January 1, 2011 has been in compliance with, is in compliance with and hasoperated the Business in compliance, in all material respects, with all applicable Laws and (ii) holds all material Permits, concessions, grants, licenses,easements, variances, exemptions, consents, orders, franchises, authorizations and approvals of all Governmental Authorities necessary for the lawfulconduct of the Business (except where the absence of which would not reasonably be expected to have a Material Adverse Effect) and is in compliance with allof the foregoing in all material respects. Since January 1, 2011, no Seller has received any written notice or other written communication from anyGovernmental Authority or other Person (i) asserting any violation of, or failure to comply with, any requirement of any Permit or (ii) notifying a Seller of thenon-renewal, revocation or withdrawal of any Permit in each of case (i) or (ii), which would reasonably be expected to result in a Material Adverse Effect.4.19 Accounts Receivable. The accounts receivable reflected on the most recent audited financial statements in the SEC Documents and the accountsreceivable arising after the date thereof (a) have arisen from bona fide transactions entered into by Sellers involving the sale of goods or the rendering of servicesin the ordinary course of business consistent with past practice; and (b) constitute only valid, undisputed claims of Sellers not subject to claims of set-off orother defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. Additionally, thematerial accounts receivable reflected on the most recent audited financial statements in the SEC Document, subject to a reserve for bad debts shown in themost recent audited financial statements included in the SEC Documents, and the material accounts receivable arising after the date thereof, subject to a reservefor bad debts on the accounting records of the Business, are due within 90 days after billing. The reserve for bad debts shown on the most recent auditedfinancial statements included in the SEC Documents or, with respect to accounts receivable arising after the date of such financial statements included in theSEC Documents, on the accounting records of the Business have been determined in accordance with GAAP, consistently applied, subject to normal year-endadjustments and the absence of disclosures normally made in footnotes.4.20 Inventory. All Inventory of Sellers, whether or not reflected on the most recent audited financial statements included in the SEC Documents,consists of items of a quality useable or saleable in the ordinary course of business, for the purposes for which they are intended, subject to normal andcustomary allowances for damage and obsolescence and assuming sufficient market demand. Sellers do not hold any Inventory on consignment.4.21 Warranties Are Exclusive. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLERS MAKE NO REPRESENTATION ORWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS OR ANY OF THEIR ASSETS (INCLUDINGTHE ACQUIRED ASSETS), LIABILITIES (INCLUDING THE ASSUMED LIABILITIES) OR OPERATIONS, INCLUDING, WITH RESPECT TO 34MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY SUCH OTHERREPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.ARTICLE 5REPRESENTATIONS AND WARRANTIES OF PURCHASERPurchaser represents and warrants to Sellers as follows:5.1 Organization. Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the State ofDelaware and has all requisite limited liability company power and authority to own its properties and assets and to conduct its business as now conducted.5.2 Authorization and Validity. Purchaser has, or at the time of execution will have, all necessary limited liability company power and authority toexecute and deliver this Agreement and any Ancillary Agreement to which Purchaser is or will become a party and to perform its obligations hereunder andthereunder. The execution and delivery of this Agreement and any Ancillary Agreement to which Purchaser is or will become a party and the performance ofPurchaser’s obligations hereunder and thereunder have been, or at the time of execution will be, duly authorized by all necessary action by Purchaser. ThisAgreement and each Ancillary Agreement to which Purchaser is or will become a party have been, or at the time of execution will be, duly executed byPurchaser and constitute, or will constitute, when executed and delivered, Purchaser’s valid and binding obligations, enforceable against it in accordance withtheir respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of generalapplicability relating to or affecting creditors’ rights, or by general equity principles, including principles of commercial reasonableness, good faith and fairdealing.5.3 No Conflict or Violation. The execution, delivery and performance by Purchaser of this Agreement and any Ancillary Agreement to which Purchaseris or will become a party do not or will not at the time of execution (a) violate or conflict with any provision of the organizational documents of Purchaser,(b) violate any provision of applicable Law, or any order, writ, injunction, judgment or decree of any Governmental Authority applicable to Purchaser, or(c) violate or result in a breach of or constitute (with due notice or lapse of time, or both) an event of default or default under any Contract to which Purchaseris party or by which Purchaser is bound or to which any of Purchaser’s properties or assets are subject.5.4 Consents and Approvals. No consent, waiver, authorization or approval of any Person and no declaration to or filing or registration with anyGovernmental Authority is required in connection with the execution and delivery by Purchaser of this Agreement and each Ancillary Agreement to whichPurchaser is or will become a party or the performance by Purchaser of its obligations hereunder or thereunder, except for applicable requirements under theHSR Act. 355.5 No Brokers or Finders. No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by, or acting on behalf of,Purchaser in connection with the negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement is or will beentitled to any brokerage or finder’s or similar fees or other commissions as a result of this Agreement or such transaction.5.6 Financial Wherewithal. Purchaser has, or at the time of Closing will have access to, all assets necessary to pay the Purchase Price pursuant toSection 3.1.5.7 Litigation; Proceedings. As of the date hereof, there is no claim, action, suit, Proceeding, complaint, charge, hearing, grievance or arbitrationpending or, to the Purchaser’s knowledge, threatened against the Purchaser, whether at Law or in equity, whether civil or criminal in nature or by or before anyarbitrator or Governmental Authority, nor are there any investigations relating to the Purchaser pending or, to the Purchaser’s knowledge, threatened by orbefore any arbitrator or any Governmental Authority, which could reasonably be expected to result in a material adverse effect on the Purchaser’s ability toconsummate the transactions contemplated hereby or would reasonably be expected to prevent, restrict or delay the consummation of the transactionscontemplated in this Agreement or the Ancillary Agreements.5.8 As Is Transaction. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDEDIN ARTICLE 4 OF THIS AGREEMENT, THE SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS ORIMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE ACQUIRED ASSETS OR THE BUSINESS. WITHOUT IN ANY WAYLIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES THAT THE SELLERS HAVE NOT GIVEN, WILL NOT BE DEEMED TO HAVEGIVEN AND HEREBY DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULARPURPOSE AS TO ANY PORTION OF THE ASSETS. ACCORDINGLY, PURCHASER SHALL ACCEPT THE ACQUIRED ASSETS AT THECLOSING “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”ARTICLE 6COVENANTS AND OTHER AGREEMENTS6.1 Pre-Closing Covenants of Sellers. Sellers covenant to Purchaser that, during the period from and including the Execution Date through andincluding the Closing Date or the earlier termination of this Agreement:(a) Cooperation. Sellers shall use reasonable best efforts to obtain, and assist Purchaser in obtaining, at no cost to Purchaser (other than CureAmounts payable at or after the Closing), such consents, waivers or approvals of any third party or Governmental Authority required for the consummationof the transactions contemplated hereby, including the sale and assignment of the Acquired Assets. Sellers shall take, or cause to be taken, all commerciallyreasonable actions and do, or cause to be done, all things necessary or appropriate, consistent with applicable Law, to consummate and make effective as soonas possible the transactions contemplated hereby. 36(b) Access to Records and Properties. Sellers shall (i) provide Purchaser and its Related Persons reasonable access, upon reasonable notice andduring normal business hours, to the Facilities, offices and personnel of Sellers and to the books and records of Sellers, related to the Business or theAcquired Assets as reasonably requested by Purchaser if reasonably necessary to comply with the terms of this Agreement or the Ancillary Agreements or anyapplicable Law; (ii) furnish Purchaser with such financial and operating data and other information with respect to the condition (financial or otherwise),businesses, assets, properties or operations of Sellers related to the Business as Purchaser shall reasonably request; and (iii) permit Purchaser to make suchreasonable inspections and copies thereof as Purchaser may require; provided, however, that (A) any such access shall be conducted in a manner not tounreasonably interfere with the businesses or operations of Sellers or the duties of any Employee, (B) such access or information shall not, based on advice ofcounsel to the Sellers, result in the waiver of any attorney-client privilege and (C) neither Purchaser nor any of its Related Persons shall conduct or cause anyinvasive sampling or testing with respect to the Owned Real Property or the Leased Real Property without the prior written consent of Sellers (in their solediscretion).(c) Notification of Certain Matters. The Sellers shall give written notice to the Purchaser promptly after becoming aware of (i) the occurrence ofany event, which would be likely to cause any condition set forth in Section 9.2 to be unsatisfied in any material respect at any time from the date hereof to theClosing Date or (ii) any notice or other communication from (A) any Person alleging that the consent of such Person is or may be required in connection withany of the transactions contemplated by this Agreement or (B) any Governmental Authority in connection with any of the transactions contemplated by thisAgreement; provided, however, that the delivery of any notice pursuant to this Section 6.1(c) shall not limit or otherwise affect the remedies availablehereunder to the Purchaser.(d) Disclosure Schedules and Supplements.(i) Sellers shall provide the disclosure schedules (the “Schedules”) to this Agreement within seven (7) days after the Execution Date.Purchaser shall provide any Schedules for which it is responsible to Sellers within five (5) days after receipt of the Schedules from Sellers.(ii) Sellers shall notify Purchaser of, and shall supplement or amend the Schedules to this Agreement with respect to any matter that makesit necessary to correct any information in the Schedules to this Agreement or in any material representation, warranty or covenant of Sellers that has beenrendered materially inaccurate thereby; provided, however, that the Sellers may not supplement or amend any Schedule which adds or deletes, directlyor indirectly, any asset as an “Acquired Asset” or adds or deletes, directly or indirectly, any Liability as an “Assumed Liability.” Each such notificationand supplementation, to the extent known, shall be made promptly after discovery thereof and no later than three (3) days before the date set for theClosing. The Schedules shall be deemed amended by all such supplements and amendments for all purposes (except for purposes of determiningwhether the conditions set forth in Section 9.2(a) of this Agreement have been satisfied), unless within ten (10) days from the receipt 37of such supplement or amendment Purchaser provides notice in good faith that the facts described in such supplement or amendment would reasonablybe expected to have a Material Adverse Effect on the Acquired Assets or the Business.(e) Conduct of Business Prior to Closing. From the Execution Date through the Closing Date or the earlier termination of this Agreement, except asexpressly contemplated by this Agreement or with Purchaser’s prior written consent, and except for any limitations directly imposed on Sellers as a result of,and related to, their status as debtors-in-possession in the Bankruptcy Cases, and except to the extent expressly required or permitted under the DIP CreditAgreement, the Bankruptcy Code, other applicable Law or any ruling or order of the Bankruptcy Court:(i) Sellers shall not take any action that would reasonably be expected to result in an Event of Default (as defined therein) under the DIPCredit Agreement;(ii) Sellers shall not directly or indirectly sell or otherwise transfer, or offer, agree or commit (in writing or otherwise) to sell or otherwisetransfer, any of the Acquired Assets other than (A) the sale of inventory in the ordinary course of business, (B) the use of cash collateral in accordancewith the DIP Credit Agreement or the DIP Orders or (C) pursuant to any Alternate Transaction entered into in accordance with the Bidding ProceduresOrder and subsequently approved by the Bankruptcy Court;(iii) Sellers shall not permit, offer, agree or commit (in writing or otherwise) to permit, any of the Acquired Assets to become subject,directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, Liens granted in connection with the DIP CreditAgreement and Liens set forth on Schedule 4.5;(iv) Sellers shall notify Purchaser promptly in writing of any Material Adverse Effect;(v) Sellers shall not (1) increase the annual level of compensation payable or to become payable by Sellers to any of their directors orEmployees, other than increases in the ordinary course of business to an Employee with a base salary of less than $100,000 per year, (2) grant, orestablish or modify any targets, goals, pools or similar provisions in respect of, any bonus, benefit or other direct or indirect compensation to or for anydirector or Employee, or increase the coverage or benefits available under any (or create any new) Employee Benefit Plan, or (3) enter into anyemployment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which any Seller isa party or involving a director or Employee of Sellers, except, in each case, as required by Law, or as required by any plans, programs or agreementsexisting on the Execution Date and disclosed on Schedule 4.10(a) or Schedule 4.11(a);(vi) Sellers shall comply in all material respects with all Laws applicable to Sellers or having jurisdiction over the Business or anyAcquired Asset; 38(vii) Sellers shall not (1) enter into any Contract (other than in the ordinary course of business) that would constitute a Material Contract, ifin effect on the Execution Date or (2) assume, amend, modify or terminate any Material Contract to which any Seller is a party or by which any Seller isbound and that is used in or related to the Business or the Acquired Assets (including any Assigned Contract), or fail to exercise any renewal right withrespect to any Material Contract (including any Real Property Lease) that by its terms would otherwise expire;(viii) Sellers shall not cancel or compromise any material debt or claim or waive or release any right of Sellers that constitutes an AcquiredAsset;(ix) Sellers shall not enter into any commitment for capital expenditures, except pursuant to the Budget;(x) Sellers shall not assign, sublet, pledge, encumber, terminate (other than those Real Property Leases that will terminate by their terms),amend or modify in any manner any Real Property Lease or Owned Real Property;(xi) Subject to the impact of the Bankruptcy Cases on the Business, Sellers shall use reasonable best efforts to (1) conduct the Business insubstantially the same manner as conducted as of the Execution Date only in the ordinary course, (2) preserve the existing business organization andmanagement of the Business intact, (3) keep available the services of the Employees, to the extent reasonably feasible, and (4) maintain the existingrelations with customers, distributors, suppliers, creditors, business partners, employees and others having business dealings with the Business, to theextent reasonably feasible;(xii) Sellers shall use best efforts to pay all accounts payable and collect all Accounts Receivable only in the ordinary course of business;(xiii) Sellers shall at all times maintain all of the tangible Acquired Assets, used, held for use or useful in the conduct of the Business andkeep the same in good repair, working order and condition (taking into consideration ordinary wear and tear) and from time to time make, or cause to bemade, all necessary or appropriate repairs, replacements and improvements thereto consistent with past practice;(xiv) Sellers file all material Tax Returns and pay or deposit all material Taxes on a timely basis and in accordance with past practice;(xv) No Seller shall make or change any election, change an annual accounting period, adopt or change any accounting method, file anyamended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to any Seller, surrender any right to claim a refund ofTaxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to any Seller, or take any othersimilar action relating to the filing of any Tax Return or the payment of any Tax; and 39(xvi) Sellers shall not take, or agree, commit or offer (in writing or otherwise) to take, any actions in violation of the foregoing.6.2 Pre-Closing Covenants of Purchaser. Purchaser covenants to Sellers that, during the period from the Execution Date through and including theClosing or the earlier termination of this Agreement, Purchaser shall take, or cause to be taken, all commercially reasonable actions and to do, or cause to bedone, all things necessary or appropriate, consistent with applicable Law, to consummate and make effective as soon as possible the transactionscontemplated hereby; provided that the foregoing shall not require Purchaser to participate as a bidder in the Auction.6.3 Antitrust Notification. If required, Sellers and Purchaser shall use their reasonable best efforts to promptly obtain any clearance required under theHSR Act for the consummation of this Agreement and the transactions contemplated hereby and shall keep each other apprised of the status of anycommunications with, and any inquiries or requests for additional information from, the United States Federal Trade Commission and the United StatesDepartment of Justice and shall comply promptly with any such inquiry or request. If required, the parties hereto commit to instruct their respective counsel tocooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, theexpiration of the applicable HSR Act waiting period at the earliest practicable date. Said reasonable best efforts and cooperation include counsel’s undertaking(i) to keep each other appropriately informed of communications from and to personnel of the reviewing antitrust authority, and (ii) to confer with each otherregarding appropriate contacts with and response to personnel of said antitrust authority.6.4 Transfer of Permits. Except for those Permits that are not transferable by Law, Sellers shall use reasonable best efforts to cause the issuance ortransfer of all Permits included in the Acquired Assets to Purchaser on or before the Closing Date. Sellers shall give and make all notices and reports Sellers arerequired to make to the appropriate Governmental Authorities and other Persons with respect to the Permits that may be necessary for the sale of the AcquiredAssets to Purchaser at the Closing.6.5 Employment Covenants and Other Undertakings.(a) Employment. Purchaser shall offer to employ, on such terms and conditions of employment as determined by Purchaser in its sole discretion,substantially all of the Employees of Sellers. Only Employees of Sellers who are offered and then accept such offer of employment with Purchaser will becomea Purchaser Employee after the Closing. Notwithstanding the foregoing, nothing in this Agreement will, after the Closing Date, impose on Purchaser anyobligation to retain any Purchaser Employee in its employment. Except as described in the remaining sentences of this Section 6.5, the employment of eachsuch Purchaser Employee with Purchaser will commence immediately after the Closing. In the case of any individual who is offered employment by Purchaserand accepts such offer, but who is absent from active employment and receiving short-term disability or workers’ compensation benefits, the employment ofany such individual with Purchaser would commence upon his or her return to active work, and such individual would become an Purchaser Employee as ofsuch date. 40Purchaser Employees will be given full credit for years of service with any Seller for purposes of any employee benefit plan, program, policy or arrangementof Purchaser to the same extent and purpose as such service was taken into account by such Seller immediately prior to the Closing Date and credit PurchaserEmployees for any earned or accrued paid time off.(b) Other Obligations. Except as otherwise required by Law, specified in this Agreement, or otherwise agreed in writing by Purchaser or itsAffiliates, neither Purchaser nor its Affiliates shall be obligated to provide any severance, separation pay, or other payments or benefits, including any keyemployee retention payments, to any Employee on account of any termination of such Employee’s employment on or before the Closing Date, and suchbenefits (if any) shall remain obligations of Sellers.(c) Forms W-2 and W-4. Sellers and Purchaser shall adopt the “standard procedure” for preparing and filing IRS Forms W-2 (Wage and TaxStatements) and Forms W-4 (Employee’s Withholding Allowance Certificate) regarding the Purchaser Employees. Under this procedure established by RevenueProcedure 2004-53, Sellers (so long as they remain in existence) shall keep on file all IRS Forms W-4 provided by the Purchaser Employees for the periodrequired by applicable Law concerning record retention and Purchasers will obtain new IRS Forms W-4 with respect to each Purchaser Employee.(d) No Right to Continued Employment. Nothing contained in this Agreement shall confer upon any Purchaser Employee any right with respect tocontinuance of employment by Purchaser, nor shall anything herein interfere with the right of Purchaser to terminate the employment of any PurchaserEmployees at any time, with or without notice, or restrict Purchaser, in the exercise of its business judgment in modifying any of the terms or conditions ofemployment of the Purchaser Employees after the Closing.(e) Employee Communications. Prior to making any written or oral communications to the Employees pertaining to their employment,termination, compensation, benefit or other terms and conditions of employment that are affected by the transactions contemplated by this Agreement, Sellersshall consult with Purchaser and provide Purchaser with a copy of the intended communication.(f) Employee Benefit Plans. As of the Closing, all of the Purchaser Employees will cease participation in any of the Employee Benefit Plans thatsuch Purchaser Employees participated in immediately prior to the Closing that are not Assumed Plans. In accordance with Treasury RegulationSection 54.4980B-9 Q&A-7, as of the Closing Date, Purchaser will assume all liability for providing and administering all required notices and benefitsunder Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA (usually referred to as “COBRA”) to all current and former employees of Sellers(including Purchaser Employees). Prior to the Closing Date, Sellers shall provide to Purchaser detailed information reasonably requested by Purchaser(including all pertinent information concerning individuals who have elected or continue to have a right to elect COBRA continuation coverage and/or anyCOBRA subsidy pursuant to the American Recovery and Reinvestment Act of 2009) sufficient to enable Purchaser to carry out its obligations under thisSection 6.5(f). Sellers will have no COBRA Liability to such current and former employees after the Closing Date, except with respect to any violations ofLaw that occurred prior to the Closing Date. 41(g) Assumed Plans. Purchaser shall notify Sellers in writing no later than two (2) Business Days prior to the Closing as to which EmployeeBenefit Plans Purchaser shall adopt and assume, if any (the “Assumed Plans”). With respect to each Assumed Plan, Purchaser or, any entity designated byPurchaser, will be substituted for the applicable Seller as the plan sponsor under any such Assumed Plan and Purchaser shall have all rights of such Sellerthereunder, including full authority to maintain, amend or terminate any such Assumed Plan at any time, in Purchaser’s sole discretion. Sellers agree tocooperate with Purchaser in adopting and effectuating any plan amendments to the Assumed Plans reasonably requested by Purchaser, so long as suchamendments are effective as of, or after, the Closing Date and are consistent with applicable Law and other agreements under which Sellers are obligated. Theparties agree to cooperate in all respects and take any actions necessary to implement the assumption by Purchaser of the Assumed Plans. Before, or as soon asadministratively practicable after, the Closing, Sellers will provide Purchaser with (i) all records concerning participation, vesting, accrual of benefits,payment of benefits, and election forms of benefits under each Assumed Plan, and (ii) any other information reasonably requested by Purchaser as necessaryor appropriate for the administration of each Assumed Plan, each subject to the provision of consent by any Purchaser Employee to the extent and in themanner required by Law. Purchaser will make all required filings or reports with or to the IRS, or any other governmental agency, and the participants andtheir beneficiaries with respect to each Assumed Plan on a timely basis for all plan years ending before, on or after the Closing Date or as may be required withrespect to such Assumed Plan, provided the initial deadline for such filing or report is after the Closing Date. All parties recognize that a reasonable transitionperiod may be necessary after the Closing Date and prior to Purchaser’s implementation of its assumption of the Assumed Plans before full compliance withthis Section 6.5 is achieved, during which some or all of the Purchaser Employees and other participants and beneficiaries of the Assumed Plans may not beable to (i) make (and Purchaser may not be able to process) elective deferral contributions, loan repayments, investment changes, distribution requests, benefitpayment requests or reimbursement requests or (ii) exercise or enjoy other rights or features of the Assumed Plans, and that during such transition periodPurchaser shall not be considered to be in violation of this Section 6.5. Notwithstanding the foregoing, Purchaser shall not assume or succeed to any ofSellers’ past, current or future Liabilities (including any withdrawal liability, termination liability or mass withdrawal liability) with respect to anymultiemployer plan to which any Seller or any ERISA Affiliate contributes or has ever contributed.(h) Compliance with WARN Act. With respect to the Employees, Sellers will have full responsibility under the WARN Act caused by any actionof Sellers. Sellers shall be responsible for all WARN Act Liabilities relating to the periods prior to and on the Closing Date, including any such Liabilities thatresult from Employees’ separation of employment from Sellers and/or Employees not becoming Purchaser Employees pursuant to this Section 6.5.(i) Successor Employer Status. Sellers shall provide Purchaser with all necessary records and documentation required by Purchaser as a“successor employer” within the meaning of Sections 3121 and 3306 of the Code. 426.6 Exclusivity. For the period beginning on the Execution Date until the date of the Bankruptcy Court’s approval and entry of the BiddingProcedures Order, Sellers and their respective Affiliates and Related Persons shall not, directly or indirectly, (i) solicit, initiate discussions with or engage innegotiations with any Person (whether such negotiations are initiated by Sellers or otherwise), other than Purchaser and its Affiliates, relating to the acquisitionof any of the Acquired Assets (other than sales of inventory and dispositions of assets, in each case in the ordinary course of business), whether by way ofpurchase of equity or assets or otherwise (a “Potential Transaction”); or (ii) enter into an agreement, letter of intent or similar document (whether or notbinding) with any Person, other than Purchaser or its Affiliates, providing for or relating to any Potential Transaction. If Sellers or their respective Affiliates orRelated Persons receive an inquiry, offer or proposal relating to any of the above (unsolicited or otherwise), Sellers shall immediately notify Purchaser inwriting. Upon the execution and delivery of this Agreement, Sellers and their respective Affiliates and Related Persons shall immediately cease all discussions,negotiations and communications with all other Persons regarding any Potential Transaction until entry of the Bid Procedures Order.6.7 Casualty. Notwithstanding any provision in this Agreement to the contrary, if, before the Closing, all or any portion of the Acquired Assets is(a) condemned or taken by eminent domain, or (b) a material portion is damaged or destroyed by fire or other casualty, Sellers shall notify Purchaser promptlyin writing of such fact, and (i) in the case of condemnation or taking, Sellers shall assign or pay, as the case may be, any proceeds thereof to Purchaser at theClosing, and (ii) in the case of fire or other casualty, Sellers shall, at the option of Purchaser, either use any insurance proceeds to restore such damage orassign such insurance proceeds therefrom to the Purchaser at Closing. Notwithstanding the foregoing, the provisions of this Section 6.7 shall not in any waymodify the Purchaser’s other rights under this Agreement, including any applicable right to terminate the Agreement if any condemnation, taking, damage orother destruction resulted in a Material Adverse Effect.6.8 Name Change. Within ten (10) days after the Closing Date, Sellers and their Subsidiaries shall take such corporate and other actionsnecessary to change their corporate and company names to ones that are not similar to, or confusing with, their current names, including any necessary filingsrequired by applicable Law.6.9 Release of Claims. At the Closing, Sellers shall provide a release of all rights, claims or causes of action of Sellers arising under Chapter 5 ofthe Bankruptcy Code.6.10 Transition Services. The Parties shall cooperate with each other, and shall use their reasonable best efforts to cause their respective RelatedPersons to cooperate with each other, to provide an orderly transition of the Business from Sellers to Purchaser and to minimize the disruption to the Businessresulting from the transactions contemplated hereby as requested by any Party, including facilitating the transition of the business relationship with Regents ofthe University of California acting on behalf of its Lawrence Hall of Science in respect of the FOSS contracts and other key partner/client relationships.6.11 Alternate Transactions. Subject to Section 11.3, nothing in this Agreement shall restrict Sellers’ right to pursue one or more AlternateTransactions, including marketing Sellers’ assets or providing due diligence materials, solely to the extent permitted by the Bidding Procedures Order. 436.12 Post-Closing Access. On and after the Closing Date, upon reasonable advance notice, Purchaser will afford promptly to Sellers (and theirsuccessors and assigns) and their counsel, advisors and other agents reasonable access during normal business hours to Purchaser’s properties, books,records, employees, auditors and counsel to the extent necessary for financial reporting and accounting matters, employee benefits matters, the preparation andfiling of any Tax returns, reports or forms, the defense of any Tax audit, Claim or assessment, the reconciliation of Claims in the Bankruptcy Cases, topermit Sellers to determine any matter relating to its rights and obligations hereunder, or in connection with addressing any other issues arising in connectionwith or relating to the Bankruptcy Cases; provided, however, that any such access by Sellers shall not unreasonably interfere with the conduct of thebusiness of Purchaser; provided, further, that, subject to applicable Law, Purchaser may destroy materials relating to the Purchased assets and Business afterthe two year anniversary of Closing provided that it gives written notice to Sellers, to the extent that Sellers are still in existence, with respect to its intent to doso and gives Sellers the opportunity to make copies of the same prior to destruction thereof.6.13 Purchaser Financing Cooperation. From the Execution Date through and including the Closing or the earlier termination of this Agreement, Sellersshall use their reasonable best efforts to, and shall cause their officers, employees and other representatives to use their respective reasonable best efforts toassist Purchaser in obtaining any financing necessary to fund the Business after the Closing, including by taking the following actions: (i) make seniormanagement, representatives and advisors of Sellers reasonably available for meetings and due diligence sessions with prospective financing sources,(ii) cooperate with prospective lenders, placement agents, initial purchasers and their respective advisors in performing their due diligence, and (iii) assistPurchaser in procuring credit agreements, hedging arrangements, notes, mortgages, pledge and security documents, landlord waivers, estoppels, consents,and approvals and other definitive financing documents or other requested certificates or documents (including solvency certificates to the extent required), itbeing understood that in no event shall Sellers be obligated or required to execute any such document. Nothing in this Section 6.13 shall require suchcooperation from Sellers to the extent it would unreasonably interfere with the ongoing operations of Sellers.ARTICLE 7TAXES7.1 Tax Matters.(a) Purchaser and the Sellers agree that the Purchase Price is exclusive of any Transfer Taxes. Purchaser shall promptly pay directly to theappropriate Tax Authority all applicable Transfer Taxes that may be imposed upon or payable or collectible or incurred in connection with this Agreement orthe transactions contemplated herein, or that may be imposed upon or payable or collectible or incurred in connection with the transactions contemplated bythis Agreement. 44(b) In the event that Sellers elect to file a plan of reorganization or liquidation in conjunction with the transactions contemplated by this Agreement,Purchaser and Sellers covenant and agree that they will use their reasonable best efforts to obtain an order from the Bankruptcy Court pursuant to section1146 of the Bankruptcy Code exempting, to the maximum extent possible, the Transfer of the Acquired Assets from Sellers to Purchaser from any and allTransfer Taxes. To the extent the transactions contemplated by this Agreement or any portion of the transactions contemplated by this Agreement are not exemptfrom Transfer Taxes under section 1146 of the Bankruptcy Code, Purchaser shall be responsible for and shall pay all Transfer Taxes in accordance withSection 7.1. Purchaser and Sellers shall cooperate in providing each other with any appropriate certification and other similar documentation relating toexemption from Transfer Taxes (including any appropriate resale exemption certifications), as provided under applicable Law.(c) Purchaser and Sellers agree to furnish, or cause their Affiliates to furnish, to each other, upon request, as promptly as practicable, suchinformation and assistance relating to the Acquired Assets or the Business (including access to books and records) as is reasonably necessary for the filing ofall Tax Returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of anyclaim, suit or proceeding relating to any Tax Return. Purchaser and Sellers shall cooperate, and cause their Affiliates to cooperate, with each other in theconduct of any audit or other proceeding related to Taxes and each shall execute and deliver such powers of attorney and other documents as are reasonablynecessary to carry out the intent of this Section 7.1(c). Purchaser and Sellers shall provide, or cause their Affiliates to provide, timely notice to each other inwriting of any pending or threatened tax audits, assessments or litigation with respect to the Acquired Assets or the Business for any taxable period for whichthe other party may have liability under this Agreement. Purchaser and Sellers shall furnish, or cause their respective Affiliates to furnish, to each other copiesof all correspondence received from any taxing authority in connection with any tax audit or information request with respect to any taxable period for whichthe other party or its Affiliates may have liability under this Agreement.(d) Real and personal property Taxes and assessments, and all rents, utilities and other charges, on the Acquired Assets for any taxable periodcommencing on or prior to the Closing Date and ending after the Closing Date (the “Straddle Period Property Tax”) shall be prorated on a per diem basisbetween Purchaser and Sellers as of the Closing Date; provided, however, that Sellers shall not be responsible for, or benefit from, any increased or decreasedassessments on real or personal property resulting from the transactions contemplated hereby. All such prorations of Straddle Period Property Taxes shall beallocated so that items relating to time periods ending on or prior to the Closing Date shall be allocated to Sellers and items relating to time periods beginningafter the Closing Date shall be allocated to Purchaser. The amount of all such prorations shall be settled and paid on the Closing Date. If any of the rates for theStraddle Period Property Taxes for any taxable period commencing on or prior to the Closing Date and ending after the Closing Date are not established by theClosing Date, the prorations shall be made on the basis of such rates in effect for the preceding taxable period. The apportioned obligations under thisSection 7.1(d) shall be shall be timely paid and all applicable filings made in the same manner as set forth for the apportioned Transfer Taxes inSection 7.1(a) and 7.1(b). 457.2 Waiver of Bulk Sales Laws. To the greatest extent permitted by applicable Law, Purchaser and Sellers hereby waive compliance by Purchaser andSellers with the terms of any bulk sales or similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement.Purchaser shall indemnify Sellers from and hold Sellers harmless from and against any Liabilities, damages, costs and expenses (including reasonableattorneys’ fees) resulting from or arising out of (i) the parties’ failure to comply with any such bulk sales Laws in respect of the transactions contemplated bythis Agreement or (ii) any action brought or levy made as a result thereof. The Sale Order shall exempt Sellers and Purchaser from compliance with any suchLaws.ARTICLE 8BANKRUPTCY COURT MATTERS8.1 Sale Motion. Sellers shall file with the Bankruptcy Court on the Petition Date, a motion or motions (the “Sale Motion”) seeking the BankruptcyCourt’s approval of the Bidding Procedures Order (which shall include a provision permitting payment of the Breakup Fee and the Expense Reimbursement inaccordance with this Agreement) and the Sale Order. Sellers shall affix or submit to the Court a true, correct and complete copy of this Agreement to the SaleMotion filed with the Bankruptcy Court. The Sale Motion shall request, among other things, (i) the scheduling of the date for the Auction to be commenced nolater than March 25, 2013, and the date for the Sale Hearing to be not more than two (2) Business Days after the Auction, (ii) the entry of the BiddingProcedures Order attached as Exhibit C and (iii) the entry of the Sale Order attached as Exhibit B.8.2 Sale Order. Sellers shall use reasonable best efforts to obtain entry of the Sale Order approving the transactions contemplated by this Agreement andsuch Sale Order shall be in form and substance satisfactory to Purchaser in its sole discretion granting, among other things, that (i) such sale shall be, to thefullest extent permitted by the Bankruptcy Code, pursuant to Sections 105, 363(b) and 363(f) of the Bankruptcy Code, free and clear of all Claims, Liensand Liabilities, other than Permitted Liens and Assumed Liabilities; (ii) all Contracts required to be assumed by Sellers and assigned to Purchaser are soassumed and assigned free and clear of all Claims, Liens and Liabilities, other than Permitted Liens and Assumed Liabilities, to the fullest extent permitted bySection 365 of the Bankruptcy Code; (iii) Purchaser is deemed to have purchased the Acquired Assets in good faith pursuant to Section 363(m) of theBankruptcy Code; and (iv) Sellers are authorized and directed to execute, upon request by Purchaser, one or more assignments in form, substance, andnumber reasonably acceptable to Purchaser, evidencing the conveyance of the Acquired Assets to Purchaser and/or its Designees.8.3 Procedure. Subject to its obligations as a debtor-in-possession, Sellers shall promptly make any filings, take all actions and use reasonable bestefforts to obtain any and all relief from the Bankruptcy Court that is necessary or appropriate to consummate the transactions contemplated by this Agreementand the Ancillary Agreements. Sellers shall provide Purchaser with drafts of any and all pleadings and proposed orders to be filed or submitted in connectionwith this Agreement for Purchaser’s prior review and comment and shall cooperate with Purchaser to make reasonable changes. Sellers agree to diligentlyprosecute the entry of the Bidding Procedures Order and the Sale Order. In the event the entry of the Bidding Procedures 46Order or the Sale Order shall be appealed, Sellers shall use their reasonable best efforts to defend such appeal. Notwithstanding the foregoing, any resultingchanges to this Agreement or any Ancillary Agreement or any resulting changes to the Orders shall be subject to Purchaser’s approval in its sole discretion.8.4 Purchaser Protections. Sellers shall pay to Purchaser the Breakup Fee, if any, and the Expense Reimbursement pursuant to the terms and conditionsset forth in Section 11.3.ARTICLE 9CONDITIONS PRECEDENT TO PERFORMANCE BY THE PARTIES9.1 Conditions Precedent to Performance by Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement is subjectto the fulfillment, at or before the Closing, of the following conditions, any one or more of which (other than the conditions contained in Section 9.1(c) andSection 9.1(d)) may be waived by Sellers, in their sole discretion:(a) Representations and Warranties of Purchaser. The representations and warranties of Purchaser made in this Agreement that are qualified by amateriality standard, in each case, shall be true and correct in all respects on and as of the Closing Date (except for any such representation or warranty ofPurchaser made as of a specific date, which shall be true and correct in all respects as of such specific date), and the representations and warranties ofPurchaser made in this Agreement that are not qualified by a materiality standard, in each case, shall be true and correct in all material respects on and as ofthe Closing Date (except for any such representation or warranty of Purchaser made as of a specific date, which shall be true and correct in all materialrespects as of such specific date).(b) Performance of the Obligations of Purchaser. Purchaser shall have performed in all material respects all obligations required under thisAgreement or any Ancillary Agreement to which it is party that are to be performed by it at or before the Closing (except with respect to (i) the obligation to paythe Purchase Price in accordance with the terms of this Agreement (which shall be paid at the Closing) and (ii) any obligations qualified by a materialitystandard, which obligations shall be performed in all respects as required under this Agreement).(c) Bankruptcy Court Approval. The Sale Order shall have been entered by the Bankruptcy Court, shall not have been modified, amended,rescinded or vacated in any respect and shall not be subject to a stay.(d) No Violation of Orders. No preliminary or permanent injunction or other order of any Governmental Authority or Law that prevents theconsummation of the transactions contemplated hereby shall be in effect.(e) Bidding Procedures Order. The Bidding Procedures Order shall have been entered by the Bankruptcy Court, shall not have been modified,amended, rescinded or vacated in any respect and shall not be subject to a stay. 47(f) Assumption and Assignment of Contracts. Subject to Section 2.5, the Assigned Contracts designated hereunder as Assigned Contracts shallbe so assumed and assigned to Purchaser by order of the Bankruptcy Court.(g) HSR. To the extent applicable, all waiting periods under the HSR Act applicable to this Agreement shall have expired or been terminated.(h) Deliveries. Purchaser shall have made the deliveries referenced in Section 10.3.9.2 Conditions Precedent to the Performance by Purchaser. The obligations of Purchaser to consummate the transactions contemplated by thisAgreement are subject to the fulfillment, at or before the Closing, of the following conditions, any one or more of which (other than the conditions contained inSection 9.2(c), Section 9.2(d) and Section 9.2(e), except as expressly provided therein) may be waived by Purchaser, in its sole discretion:(a) Representations and Warranties of Sellers. The representations and warranties of Sellers made in this Agreement that are qualified by amateriality standard, in each case, shall be true and correct in all respects on and as of the Closing Date (except for any such representation or warranty ofPurchaser made as of a specific date, which shall be true and correct in all respects as of such specific date), and the representations and warranties of Sellersmade in this Agreement that are not qualified by a materiality standard, in each case, shall be true and correct in all material respects on and as of the ClosingDate (except for any such representation or warranty of Purchaser made as of a specific date, which shall be true and correct in all material respects as of suchspecific date).(b) Performance of the Obligations of Sellers. Sellers shall have performed in all material respects all obligations required under this Agreement orany Ancillary Agreement to which each of them is party that are to be performed by them at or before the Closing (except with respect to any obligationsqualified by a materiality standard, which obligations shall be performed in all respects as required under this Agreement).(c) DIP Orders. The DIP Orders shall be in full force and effect, shall not be the subject of a pending appeal and shall not have been stayed,vacated, modified or supplemented without the prior written consent of Purchaser.(d) Bankruptcy Court Approval. The Sale Order shall have been entered in form and substance reasonably acceptable to Purchaser by theBankruptcy Court, shall not have been modified, amended, rescinded or vacated in any respect and shall not be subject to a stay.(e) No Violation of Orders. No preliminary or permanent injunction or other order of any Governmental Authority or Law that prevents theconsummation of the transactions contemplated hereby shall be in effect.(f) Bidding Procedures Order. The Bidding Procedures Order shall have been entered by the Bankruptcy Court, shall not have been modified,amended, rescinded or vacated in any respect and shall not be subject to a stay. 48(g) Material Adverse Effect. There shall not have occurred a Material Adverse Effect.(h) Assumption and Assignment of Contracts. Subject to Section 2.5, the Assigned Contracts designated hereunder as Assigned Contracts shallbe so assumed and assigned to Purchaser by order of the Bankruptcy Court reasonably satisfactory to Purchaser.(i) HSR. To the extent applicable, all waiting periods under the HSR Act applicable to this Agreement shall have expired or been terminated.(j) Consents and Approvals. All consents and approvals listed on Schedule 9.2(j) or waivers thereof shall have been obtained.(k) Deliveries. Sellers shall have made the deliveries referenced in Section 10.2.ARTICLE 10CLOSING AND DELIVERIES10.1 Closing. The consummation and effectuation of the transactions contemplated hereby pursuant to the terms and conditions of this Agreement (the“Closing”) shall be held two (2) Business Days after the date that all conditions to the parties’ obligations to consummate the transactions contemplated hereinhave been satisfied (the “Closing Date”) (except for closing conditions that by their terms can only be satisfied on the Closing Date) or, if applicable, waivedby the appropriate party or parties, at 10:00 a.m., local time, at the offices of Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, NewYork 10036, or on such other date or at such other place and time as may be mutually agreed to in writing by the parties. All proceedings to be taken and alldocuments to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shallbe deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.10.2 Sellers’ Deliveries. At the Closing:(a) the sale, transfer, assignment, conveyance and delivery by Sellers of the Acquired Assets to Purchaser shall be effected by the execution anddelivery by Sellers of (i) the Bill of Sale, (ii) the Assignment and Assumption Agreement and (iii) such other Ancillary Agreements (including additional billsof sale, endorsements, assignments and other instruments of transfer and conveyance) as requested by Purchaser in form and substance reasonablysatisfactory to Purchaser;(b) Sellers shall deliver an officer’s certificate, duly executed by an officer of Sellers, certifying the matters set forth in Section 9.2(a) andSection 9.2(b), in form and substance reasonably satisfactory to Purchaser; 49(c) Each Seller shall deliver a non-foreign affidavit dated as of the Closing Date in form and substance required under Treasury Regulationsissued pursuant to Section 1445 of the Code so that Purchaser is exempt from withholding any portion of the Purchase Price;(d) Sellers shall deliver a certified copy of the Sale Order; and(e) duly executed special warranty deeds (or local equivalent) in customary form and substance reasonably satisfactory to Sellers and Purchaserconveying to Purchaser good and marketable fee title to the Owned Real Property free and clear of all Encumbrances other than Permitted Liens.10.3 Purchaser’s Deliveries. At the Closing,(a) Purchaser shall pay the Purchase Price;(b) Purchaser shall deliver an officer’s certificate, duly executed by an officer of Purchaser, certifying the matters set forth in Section 9.1(a) andSection 9.1(b), in form and substance reasonably satisfactory to Sellers;(c) Purchaser shall deliver a release whereby Purchaser and its Affiliates will release Sellers, its Affiliates and all present and former directors,officers, employees, agents and advisors (including legal counsel and financial advisors) of Sellers against any and all Claims, Liabilities, or other obligationsarising prior to the Closing Date, in form and substance reasonably satisfactory to Sellers; and(d) Purchaser shall execute and deliver to Sellers the Assignment and Assumption Agreement.ARTICLE 11TERMINATION11.1 Conditions of Termination. This Agreement may be terminated only in accordance with this Section 11.1. This Agreement may be terminated atany time before the Closing as follows:(a) by mutual written consent of SS and Purchaser;(b) automatically and without any action or notice by either SS to Purchaser, or Purchaser to SS, immediately upon:(i) the issuance of a final and nonappealable order, decree or ruling by a Governmental Authority to restrain, enjoin or otherwise prohibit thetransfer of the Acquired Assets contemplated hereby;(ii) the acceptance by Sellers of an Alternate Transaction if, and only if, Purchaser is not designated as the backup bidder at the completionof the Auction; or 50(iii) the consummation of an Alternate Transaction.(c) by Purchaser:(i) if the Bankruptcy Court has not entered (a) an interim order with respect to the DIP Credit Agreement within three (3) business days ofthe Petition Date and (b) a final order with respect to the DIP Credit Agreement within twenty-five (25) days of the Petition Date, in each case, (x) whichdate Purchaser may waive or extend in its sole discretion and (y) in form and substance acceptable to Purchaser in its sole discretion;(ii) if the Bidding Procedures Order shall not have been entered by February 8, 2013 (or such later date as Purchaser may have designatedin writing to SS);(iii) if the Auction has not commenced by March 25, 2013 (or such later date as Purchaser may have designated in writing to SS);(iv) if the Bankruptcy Court has not entered the Sale Order by March 27, 2013 (or such later date as Purchaser may have designated inwriting to SS);(v) if there has been a material violation or breach by any Seller of any representation, warranty or covenant contained in this Agreementwhich (x) has rendered the satisfaction of any condition to the obligations of Purchaser impossible or is not curable or, if curable, has not been curedwithin ten (10) business days following receipt by Sellers of written notice of such breach from Purchaser, and (y) has not been waived by Purchaser;provided that Purchaser shall not have the right to terminate this Agreement under this Section 11.1(c)(v) if Purchaser is then in material breach of thisAgreement;(vi) if the Closing shall not have occurred by the fifteenth (15) day after the entry of the Sale Order and such failure to close is not causedby or the result of Purchaser’s breach of this Agreement;(vii) if, prior to the Closing Date, Sellers’ Bankruptcy Cases shall be converted into a case under Chapter 7 of the Bankruptcy Code ordismissed, or if a trustee is appointed in the Bankruptcy Cases;(viii) if any Event of Default (as defined in the DIP Credit Agreement) shall have occurred, subject to any applicable cure period, orPurchaser’s obligations under the DIP Credit Agreement are terminated;(ix) if any consent or approval listed on Schedule 9.2(j) has not been obtained (or the receipt thereof has not been waived by Purchaser);(x) if there shall be excluded from the Acquired Assets any Assigned Contract that is not assignable or transferable pursuant to theBankruptcy Code or otherwise without the consent of any Person other than Sellers, to the extent that such consent shall not have been given prior to theClosing and the exclusion of such Assigned Contract would reasonably be expected to have a Material Adverse Effect; or 51th(xi) within five (5) Business Days after delivery thereof, if Purchaser is not satisfied, in its sole discretion, with any disclosure in theSchedules after delivery of the Schedules by Sellers in accordance with Section 6.1(d)(i).(xii) if Sellers disclose, or Purchaser otherwise discovers, the existence of a Material Adverse Effect.(d) by SS, if there has been a material violation or breach by Purchaser of any agreement or any representation or warranty contained in thisAgreement which (A) has rendered the satisfaction of any condition to the obligations of Sellers impossible or is not curable or, if curable, has not been curedwithin ten (10) business days following receipt by Purchaser of written notice of such breach from Sellers, and (B) has not been waived by Sellers; providedthat SS shall not have the right to terminate this Agreement under this Section 11.1(d) if Sellers are then in material breach of this Agreement.11.2 Effect of Termination. In the event of termination pursuant to Section 11.1, this Agreement shall become null and void and have no effect andneither party shall have any Liability to the other (other than those provisions of Article 11 and Article 12 that expressly survive termination or obligations tobe performed on or after the Closing), except that Purchaser or Sellers shall be liable to the other party for any damages suffered by such party on account ofany prior material or willful breach hereof by Purchaser or Sellers, as applicable.11.3 Breakup Fees; Expense Reimbursement.(a) If this Agreement is terminated pursuant to Section 11.1(b)(ii) or Section 11.1(b)(iii), then Purchaser shall be deemed to have earned theBreakup Fee. Additionally, if this Agreement is terminated pursuant to Section 11.1(c)(v) due to a material violation or breach of any representation, warrantyor covenant contained in this Agreement that is within the control of Sellers and within nine (9) months after such termination, Sellers consummate anAlternate Transaction, then Purchaser shall be deemed to have earned the Breakup Fee. The Breakup Fee shall be paid in cash, without further order of theBankruptcy Court, immediately following the consummation of the Alternate Transaction.(b) If this Agreement is terminated pursuant to any provision of Section 11.1 other than Section 11.1(d), then Purchaser shall be deemed to haveearned the Expense Reimbursement. The Expense Reimbursement shall be paid in cash, without further order of the Bankruptcy Court, promptly followingsuch termination.(c) The parties acknowledge that the agreements contained in this Section 11.3 are an integral part of the transactions contemplated by thisAgreement and that without these agreements neither Sellers nor Purchaser would enter into this Agreement. 52(d) Payments pursuant to this Section 11.3 shall be an administrative expense priority obligation under Section 364(c)(1) of the Bankruptcy Codewith priority over all expenses of the kind specified in Sections 503(b) and 507 of the Bankruptcy Code, subject to any super-priority claims of Sellers’ post-petition lenders, and in all circumstances subject to the rights of the lenders under the ABL Credit Agreements, the Pre-Petition Credit Agreement and the DIPCredit Agreement.ARTICLE 12MISCELLANEOUS12.1 Survival. Except for the provisions of Article 12, no representations, warranties, covenants and agreements of Sellers and Purchaser made in thisAgreement shall survive the Closing Date except where, and only to the extent that, the terms of any such covenant or agreement expressly provide forobligations extending after the Closing. Sellers hereby acknowledge that the obligation to pay the Breakup Fee and the Expense Reimbursement (each, to theextent due hereunder) shall survive the termination of this Agreement, and shall have administrative status against Sellers and their respective estates.12.2 Further Assurances. At the request and the sole expense of the requesting party, Purchaser or Sellers, as applicable, shall execute and deliver, orcause to be executed and delivered, such documents as Purchaser or Sellers, as applicable, or their respective counsel may reasonably request to effectuate thepurposes of this Agreement and the Ancillary Agreements. Each party shall use reasonable best efforts to take, or cause to be taken, all other actions and to do,or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactionscontemplated hereby.12.3 Successors and Assigns.(a) In accordance with Section 3.3, Purchaser shall have the right prior to Closing to assign its rights to receive all or any part of the AcquiredAssets and its obligations to assume all or any part of the Assumed Liabilities, in each case, to one or more Designees, provided that no such assignment shallrelieve Purchaser of any of its obligations hereunder.(b) Sellers shall not assign this Agreement or any of their rights or obligations hereunder and any such assignment shall be void and of no effect.This Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the parties hereto, including any trusteeappointed in any of the Bankruptcy Cases or subsequent Chapter 7 cases and Sellers, if the Bankruptcy Cases are dismissed.12.4 Governing Law; Jurisdiction. This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of theState of New York (without giving effect to the principles of conflicts of Law thereof), except to the extent that the Laws of such state are superseded by theBankruptcy Code or other applicable federal Law. For so long as Sellers are subject to the jurisdiction of the Bankruptcy Court, the parties irrevocably elect,as the sole judicial forum for the adjudication of any matters arising under or in connection with the Agreement, and consent to the exclusive jurisdiction of,the Bankruptcy Court. After Sellers are no longer subject to the jurisdiction of the Bankruptcy Court, the parties irrevocably elect, as the sole judicial forumfor the adjudication of any matters arising under or in connection with this Agreement, and consent to the jurisdiction of, any state or federal court havingcompetent jurisdiction in New York. 5312.5 Expenses. Except as otherwise provided in this Agreement, each of the parties shall pay their own expenses in connection with this Agreement andthe transactions contemplated hereby, including any legal and accounting fees and commissions or finder’s fees, whether or not the transactions contemplatedhereby are consummated. Purchaser shall pay the cost of all surveys, title insurance policies and title reports ordered by Purchaser.12.6 Severability. In the event that any part of this Agreement is declared by any Governmental Authority to be null, void or unenforceable, a suitableand equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid orunenforceable provision, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in fullforce and effect only if, after excluding the portion deemed to be unenforceable and the application of any provision so substituted, the remaining terms shallprovide for the consummation of the transactions contemplated hereby in substantially the same manner as originally set forth at the later of (a) the ExecutionDate and (b) the date this Agreement was last amended.12.7 Notices.(a) All notices, requests, demands, consents and other communications under this Agreement shall be in writing and shall be deemed to have beenduly given (i) on the date of service, if served personally on the party to whom notice is to be given; (ii) on the day after delivery to Federal Express or similarovernight courier or the Express Mail service maintained by the United States Postal Service addressed to the party to whom notice is to be given, if served viaFederal Express or similar overnight courier or Express Mail service; (iii) on the date sent by facsimile, with confirmation of transmission, if sent duringnormal business hours of the recipient, if not, then on the next Business Day; or (iv) on the third day after mailing, if mailed to the party to whom notice is tobe given, by first class mail, registered or certified, postage prepaid and properly addressed, to the party as follows: If to Sellers: School Specialty, Inc.|W6316 Design DriveGreenville, WI 54942Attn: Michael P. Lavelle, CEOFax: (920) 882-5863With a copy to (which shall not constitute notice): Paul, Weiss, Rifkind, Wharton & GarrisonLLP1285 Avenue of the AmericasNew York, NY 10019-6064Attn: Jeffrey Saferstein and Tarun StewartFax: (212) 492-0347 54If to Purchaser: c/o Bayside Finance, LLC500 Boylston Street13th FloorBoston, MA 02116Attn: Jackson CraigFax: (617) 262-1505With a copy to (which shall not constitute notice): Akin Gump Strauss Hauer & Feld LLPOne Bryant ParkNew York, NY 10036Attn: Michael S. Stamer and Stephen B. KuhnFax: (212) 872-1002(b) Any party may change its address or facsimile number for the purpose of this Section 12.7 by giving the other parties written notice of its newaddress in the manner set forth above.12.8 Amendments; Waivers. This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties or conditionshereof may be waived, only by a written instrument executed by Purchaser and Sellers, or in the case of a waiver, by the party waiving compliance. Anywaiver by any party of any condition, or of the breach of any provision, term, covenant, representation or warranty contained in this Agreement, in any one ormore instances, shall not be deemed to be or construed as a furthering or continuing waiver of any such condition, or of the breach of any other provision,term, covenant, representation or warranty of this Agreement.12.9 Entire Agreement. This Agreement and the Ancillary Agreements, including all schedules and exhibits hereto and thereto, contain the entireunderstanding between the parties with respect to the transactions contemplated hereby and supersede and replace all prior and contemporaneous agreementsand understandings, oral or written, with regard to such transactions.12.10 Sellers Disclosures. After notice to and consultation with Purchaser, Sellers shall be entitled to disclose, if required by applicable Law or by orderof the Bankruptcy Court, this Agreement and all information provided by Purchaser in connection herewith to the Bankruptcy Court, the United StatesTrustee, parties in interest in the Bankruptcy Cases and other Persons bidding on assets of Sellers. Other than statements made in the Bankruptcy Court (orin pleadings filed therein), Sellers shall not issue (prior to, on or after the Closing) any press release or make any public statement or public communicationwith respect to this Agreement or the transactions contemplated hereby without the prior written consent of Purchaser, which consent shall not be unreasonablywithheld, delayed or conditioned. The foregoing shall not prevent Sellers from publishing the existence or terms of this Agreement (or the Agreement itself) asnecessary in the Sale Motion or otherwise in connection with the Bankruptcy Cases. 5512.11 Headings. The article and section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation ofthis Agreement.12.12 Electronic Delivery; Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, andany amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any suchcounterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail (any such delivery, an“Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legaleffect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute the originalform of this Agreement and deliver such form to all other parties. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact thatany signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract,and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.12.13 Waiver of Jury Trial.(a) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION,PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE)ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE,INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION,AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. EACH PARTY HERETOACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT, AND THAT EACH WILLCONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ANDREPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH LEGAL COUNSEL OF ITS OWN CHOOSING, OR HAS HAD ANOPPORTUNITY TO DO SO, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS, HAVING HAD THEOPPORTUNITY TO CONSULT WITH LEGAL COUNSEL.(b) THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THISWAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THISAGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THECOURT WITHOUT A JURY.12.14 Third Party Beneficiaries. No provision of this Agreement (including Section 6.5) is intended to confer upon any Person other than the partieshereto any rights or remedies hereunder. 5612.15 Specific Performance. Sellers and Purchaser agree that irreparable damage would occur in the event that any of the provisions of this Agreementwere not performed in accordance with their specific terms or were otherwise breached. Accordingly, Sellers and Purchaser shall be entitled to an injunction orinjunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy towhich they are entitled at Law or in equity.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 57IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed by their respective officers thereunto dulyauthorized as of the date first above written. PURCHASER:BAYSIDE SCHOOL SPECIALTY, LLCBy: /s/ Richard Siegel Name: Richard Siegel Its: Authorized Signatory[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]SELLERS:SCHOOL SPECIALTY, INC.By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title:CLASSROOMDIRECT.COM, LLCBy: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title:DELTA EDUCATION, LLCBy: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title:SPORTIME, LLCBy: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title:[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]CHILDCRAFT EDUCATION CORP.By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title:SELLERS:BIRD-IN-HAND WOODWORKS, INC.By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title:CALIFONE INTERNATIONAL, INC.By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title:PREMIER AGENDAS, INC.By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title:FREY SCIENTIFIC, INC.By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title:[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]SAX ARTS & CRAFTS, INC.By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title:[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]Exhibit 10.27EXECUTION VERSIONAMENDED AND RESTATEDASSET PURCHASE AGREEMENTDATED AS OF FEBRUARY 14, 2013AMONGBAYSIDE SCHOOL SPECIALTY, LLC,SCHOOL SPECIALTY, INC.,ANDTHE OTHER SELLERS NAMED HEREINTABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 1.1 Certain Terms Defined 1 1.2 Interpretation 12 ARTICLE 2 PURCHASE AND SALE OF THE ACQUIRED ASSETS 13 2.1 Purchase and Sale of Assets 13 2.2 Excluded Assets 15 2.3 Assumption of Liabilities 16 2.4 Excluded Liabilities 16 2.5 Real Property Lease and Contract Designation; Cure Costs 19 ARTICLE 3 CONSIDERATION 21 3.1 Purchase Price 21 3.2 Allocation of Purchase Price 22 3.3 Assignment to Subsidiaries of Purchaser 22 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLERS 23 4.1 Organization 23 4.2 Subsidiaries and Investments 23 4.3 Authorization of Agreement 23 4.4 Conflicts; Consents of Third Parties 23 4.5 Title to Acquired Assets 24 4.6 Contracts 24 4.7 Real Property 26 4.8 Intellectual Property 27 4.9 Taxes 28 4.10 Collective Bargaining Agreements, Employment Agreements, etc. 30 4.11 Employee Benefit Plans 31 4.12 Environmental Matters 32 4.13 Insurance 32 4.14 Financial Statements 33 4.15 No Brokers or Finders 33 4.16 Affiliate Transactions 34 4.17 Litigation; Proceedings 34 4.18 Compliance with Laws 34 4.19 Accounts Receivable 34 4.20 Inventory 35 4.21 Warranties Are Exclusive 35 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER 35 5.1 Organization 35 5.2 Authorization and Validity 35 i5.3 No Conflict or Violation 35 5.4 Consents and Approvals 36 5.5 No Brokers or Finders 36 5.6 Financial Wherewithal 36 5.7 Litigation; Proceedings 36 5.8 As Is Transaction 36 ARTICLE 6 COVENANTS AND OTHER AGREEMENTS 37 6.1 Pre-Closing Covenants of Sellers 37 6.2 Pre-Closing Covenants of Purchaser 40 6.3 Antitrust Notification 40 6.4 Transfer of Permits 40 6.5 Employment Covenants and Other Undertakings 41 6.6 Exclusivity 43 6.7 Casualty 44 6.8 Name Change 44 6.9 Release of Claims 44 6.10 Transition Services 44 6.11 Alternate Transactions 44 6.12 Post-Closing Access 44 6.13 Purchaser Financing Cooperation 45 ARTICLE 7 TAXES 45 7.1 Tax Matters 45 7.2 Waiver of Bulk Sales Laws 46 ARTICLE 8 BANKRUPTCY COURT MATTERS 47 8.1 Sale Motion 47 8.2 Sale Order 47 8.3 Procedure 47 8.4 Purchaser Protections 47 ARTICLE 9 CONDITIONS PRECEDENT TO PERFORMANCE BY THE PARTIES 48 9.1 Conditions Precedent to Performance by Sellers 48 9.2 Conditions Precedent to the Performance by Purchaser 49 ARTICLE 10 CLOSING AND DELIVERIES 50 10.1 Closing 50 10.2 Sellers’ Deliveries 50 10.3 Purchaser’s Deliveries 51 ARTICLE 11 TERMINATION 51 11.1 Conditions of Termination 51 11.2 Effect of Termination 53 11.3 Expense Reimbursement 53 iiARTICLE 12 MISCELLANEOUS 53 12.1 Survival 53 12.2 Further Assurances 54 12.3 Successors and Assigns 54 12.4 Governing Law; Jurisdiction 54 12.5 Expenses 54 12.6 Severability 54 12.7 Notices 55 12.8 Amendments; Waivers 56 12.9 Entire Agreement 56 12.10 Sellers Disclosures 56 12.11 Headings 56 12.12 Electronic Delivery; Counterparts 56 12.13 Waiver of Jury Trial 57 12.14 Third Party Beneficiaries 57 12.15 Specific Performance 57 EXHIBITS Exhibit A Form of Assignment and Assumption AgreementExhibit B Form of Sale OrderExhibit C Form of Bidding Procedures OrderExhibit D Form of Bill of SaleSCHEDULES Schedule 1.1(a) Excluded ContractsSchedule 2.2(g) Other Excluded AssetsSchedule 2.4(a)(xxii) Other Excluded LiabilitiesSchedule 2.5(a) Contract & Cure ScheduleSchedule 4.2 SubsidiariesSchedule 4.4(a) ConflictsSchedule 4.4(b) Consents of Third PartiesSchedule 4.5 Title to Acquired AssetsSchedule 4.6 ContractsSchedule 4.7(a) Real PropertySchedule 4.7(b) Threatened Condemnation of Real PropertySchedule 4.7(d) Real Property Security DepositsSchedule 4.8(a) Intellectual PropertySchedule 4.8(b) License AgreementsSchedule 4.8(e) InfringementSchedule 4.9(c) Tax ReturnsSchedule 4.9(g) Included Income and Excluded Deductions iiiSchedule 4.10(a) Collective Bargaining Agreements and Employment AgreementsSchedule 4.10(b) NLRB MattersSchedule 4.10(c) Employment-Related ViolationsSchedule 4.10(d) EmployeesSchedule 4.11(a) Employee Benefit PlansSchedule 4.11(b) Multiemployer PlansSchedule 4.11(g) COBRASchedule 4.11(h) Benefits for Former EmployeesSchedule 4.12 Environmental MattersSchedule 4.13 InsuranceSchedule 4.15 Brokers or FindersSchedule 4.16 Affiliate TransactionsSchedule 4.17 Litigation; ProceedingsSchedule 9.2(j) Consents ivAMENDED AND RESTATED ASSET PURCHASE AGREEMENTTHIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 14, 2013 (the “Execution Date”),is made by and among (i) Bayside School Specialty, LLC, a Delaware limited liability company (“Purchaser”), and (ii) School Specialty, Inc., a Wisconsincorporation (“SS”) and each of its Subsidiaries listed on the signature pages of this Agreement (together with SS, each a “Seller” and collectively, “Sellers”).RECITALSWHEREAS, on January 28, 2013, Purchaser and Sellers entered into an asset purchase agreement (the “Original Asset Purchase Agreement”);WHEREAS, this Agreement amends, restates, and supersedes, in its entirety, the Original Asset Purchase Agreement;WHEREAS, on January 28, 2013 (the “Petition Date”), Sellers filed voluntary petitions for reorganization relief (the “Bankruptcy Cases”) with theUnited States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) pursuant to Chapter 11 of Title 11 of the United States Code, 11U.S.C. §§ 101 et seq. (the “Bankruptcy Code”);WHEREAS, Sellers desire to sell, transfer and assign to Purchaser, and Purchaser desires to acquire and assume from Sellers, pursuant to Sections105, 363 and 365 of the Bankruptcy Code, the Acquired Assets and the Assumed Liabilities as more specifically provided herein;WHEREAS, the board of directors, board of managers or applicable governing body of each Seller has determined that it is advisable and in the bestinterests of their respective estates and the beneficiaries of such estates to consummate the transactions provided for herein pursuant to the Bidding ProceduresOrder and the Sale Order and has approved this Agreement; andWHEREAS, the transactions contemplated by this Agreement are subject to the approval of the Bankruptcy Court and will be consummated onlypursuant to the Sale Order to be entered in the Bankruptcy Cases.NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements herein contained, andother good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Sellers andPurchaser hereby agree as follows:ARTICLE 1DEFINITIONS1.1 Certain Terms Defined. As used in this Agreement, the following terms have the following meanings:“ABL Credit Agreements” means (a) the Debtor-In-Possession Credit Facility, dated as of January 31, 2013, by and among the borrowers andguarantors named therein, Wells Fargo Capital Finance, LLC, as agent, and the lenders party thereto from time to time, as amended from time to time (the“ABL DIP Credit Agreement”) and (b) the Existing Loan Agreement (as defined in the ABL DIP Credit Agreement).“ABL Credit Parties” means all Agents and all lenders party to the ABL Credit Agreements.“Acquired Assets” are those assets described in Section 2.1.“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlledby, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means thepossession, directly or indirectly, of the power to direct the management and policies of such Person, whether through ownership of voting securities, bycontract or otherwise.“Agreement” has the meaning set forth in the Preamble.“Allocation Statement” has the meaning set forth in Section 3.2.“Alternate Transaction” means a transaction or series of related transactions pursuant to which Sellers (a) accept a bid, other than that of Purchaser, asthe highest or best offer in the Auction or (b) sell, transfer, lease or otherwise dispose of, directly or indirectly, including through an asset sale, stock sale,merger, reorganization, or bankruptcy plan of reorganization or liquidation, or other similar transaction (by Sellers or otherwise), including a Court-approvedstand-alone plan of reorganization or refinancing, all or substantially all of the Acquired Assets (or agrees to do any of the foregoing) to a party or parties otherthan Purchaser.“Ancillary Agreement” means any agreement, document or instrument (other than this Agreement) that any Seller or Purchaser, as applicable, enters intoor delivers in connection with the consummation of the transactions contemplated hereby.“Assigned Contract” means any Purchased Contract, other than the Excluded Contracts.“Assignment and Assumption Agreement” means the Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit Aevidencing the assignment to and assumption by Purchaser of all rights and obligations under the Assigned Contracts.“Assumed Liabilities” has the meaning set forth in Section 2.3.“Assumed Plans” has the meaning set forth in Section 6.5(g).“Assumption Order” means an order of the Bankruptcy Court authorizing the assumption or the assumption and assignment of a Contract pursuant toSection 365 of the Bankruptcy Code.“Avoidance Action” means any claim, right or cause of action of Sellers arising under sections 544 through 553 of the Bankruptcy Code. 2“Auction” means the auction for the sale of Sellers’ assets conducted by Sellers if, and only if, any Qualified Bid is received pursuant to the BiddingProcedures Order.“Bankruptcy Cases” has the meaning set forth in the Recitals.“Bankruptcy Code” has the meaning set forth in the Recitals.“Bankruptcy Court” has the meaning set forth in the Recitals.“Bidding Procedures Order” means an order, in all material respects in the form of Exhibit C, issued by the Bankruptcy Court that, among otherthings, establishes procedures for an auction process to solicit competing bids and authorizes payment of the Expense Reimbursement in accordance with theterms and subject to the conditions in such order.“Bill of Sale” means the Bill of Sale in all material respects in the form of Exhibit D conveying to Purchaser title to all of the Acquired Assets.“Budget” means the Approved Budget as defined in the DIP Credit Agreement and as provided to the administrative agent pursuant to the DIP CreditAgreement and attached thereto as an exhibit.“Business” means Sellers’ business of providing instructional solutions that address a broad spectrum of educational needs, including basic schoolsupplies, supplemental learning products, classroom equipment and furniture, and standards-based curriculum solutions.“Business Day” means any day other than Saturday, Sunday and any day that is a legal holiday or a day on which banking institutions in New Yorkare authorized by Law or other governmental action to close.“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.),and any regulations promulgated thereunder.“Claim” has the meaning ascribed by Bankruptcy Code § 101(5), including all rights, claims, causes of action, defenses, debts, demands, damages,offset rights, setoff rights, recoupment rights, obligations, and liabilities of any kind or nature under contract, at Law or in equity, known or unknown,contingent or matured, liquidated or unliquidated, and all rights and remedies with respect thereto.“Closing” has the meaning set forth in Section 10.1.“Closing Date” has the meaning set forth in Section 10.1.“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. 3“Contract” means any agreement, contract, lease, sublease, purchase order, arrangement, license, commitment or other binding arrangement orunderstanding, whether written or oral, and any amendments, modifications or supplements thereto, including, for the avoidance of doubt, any Real PropertyLease and any customer agreement or contract.“Contract & Cure Schedule” has the meaning set forth in Section 2.5(a).“Contract Notice” has the meaning set forth in Section 2.5(c).“Copyrights” means any non-United States or United States copyright registrations and applications for registration thereof, and any nonregisteredcopyrights, including copyrights in compilations, collective works and all content and information contained on any website and “mask works” (as definedunder 17 U.S.C. § 901) and any registrations and applications for “mask works.”“Credit Bid Amount” has the meaning set forth in Section 3.1(a).“Cure Cost” means any amounts required by Section 365(b)(1) of the Bankruptcy Code under any applicable Designated Contract.“Designated Contracts” means all Contracts set forth on the Contract & Cure Schedule.“Designation Deadline” means 5:00 p.m., New York time, on the date that is 120 days after the Petition Date (or if such date is not a Business Day, thelast Business Day immediately prior thereto), or such later date to which Purchaser and Sellers shall mutually agree and as the Bankruptcy Court mayauthorize.“Designee” has the meaning set forth in Section 3.3.“DIP Credit Agreement” means that certain Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of January 31, 2013 amongSchool Specialty, Inc., Classroomdirect.Com, LLC, Delta Education, LLC, Sportime, LLC, Childcraft Education Corp., Bird-In-Hand Woodworks, Inc.,Califone International, Inc., and Premier Agendas, Inc., as Borrowers, Select Agendas, Corp., Frey Scientific, Inc., and Sax Arts & Crafts, Inc., asGuarantors, the Lenders, as defined therein, and Bayside Finance, LLC, as Administrative Agent and as Collateral Agent.“DIP Obligations” means all Indebtedness as of the Closing outstanding under the DIP Credit Agreement.“DIP Orders” means the interim and final orders of the Bankruptcy Court approving Sellers’ entry into the DIP Credit Agreement.“Documents” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts,ledgers, journals, title policies, customer lists, regulatory filings, operating data and plans, technical documentation (including design specifications,functional requirements, operating instructions, logic manuals and flow 4charts), user documentation (including installation guides, user manuals, training materials, release notes and working papers), marketing documentation(including sales brochures, flyers, pamphlets, Internet Web pages and any Internet Web page content), cost and pricing information, business plans, qualitycontrol records and procedures, blueprints, accounting and tax files, customer files and documents (including credit information), personnel files foremployees, supplier lists, records, literature and correspondence, including materials relating to inventories, services, marketing, advertising, promotionalmaterials, documents evidencing or constituting Intellectual Property, and other similar materials to the extent related to, used in, or held for use in, theBusiness or the Acquired Assets, in each case whether or not in electronic form, whether or not physically located on any of the Leased Real Property or theOwned Real Property, but excluding (a) personnel files for Employees who are not hired by Purchaser as of the Closing Date (except records necessary forPurchaser to provide COBRA coverage if required by Law) and (b) any materials exclusively related to any Excluded Assets.“Electronic Delivery” has the meaning set forth in Section 12.12.“Employee” means any employee of Sellers as of the Closing Date.“Employee Benefit Plans” has the meaning set forth in Section 4.11(a).“Encumbrances” means, to the extent not considered a Lien, any security interest, lien, collateral assignment, right of setoff, debt, pledge, levy, charge,encumbrance, option, right of first refusal, restriction (whether on transfer, disposition or otherwise), other similar agreement terms tending to limit any rightor privilege of any Seller under any Contract, conditional sale contract, title retention contract, mortgage, lease, deed of trust, hypothecation, indenture,security agreement, easement, license, servitude, proxy, voting trust, transfer restriction under any shareholder or similar agreement, or any other agreement,arrangement, contract, commitment or binding obligation of any kind whatsoever, whether written or oral, or imposed by any Law, equity or otherwise.“Environmental Laws” has the meaning set forth in Section 4.12.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.“ERISA Affiliates” has the meaning set forth in Section 4.11(a).“Excluded Assets” has the meaning set forth in Section 2.2.“Excluded Contracts” means (a) the Contracts set forth on Schedule 1.1(a) as updated pursuant to Section 2.5 and (b) Contracts relating to theExcluded Assets and the Excluded Liabilities.“Excluded Environmental Liabilities” means any Liability or other investigatory, corrective or remedial obligation, whenever arising or occurring,arising under Environmental Laws with respect to Sellers, the Business, the Acquired Assets, the Facilities or the Leased Properties (including any arisingfrom the on-site or off-site Release, threatened Release, treatment, storage, transportation, processing, disposal, or arrangement for disposal of Hazardous 5Materials) whether or not constituting a breach of any representation or warranty herein and whether or not set forth on any schedule attached hereto, but onlyto the extent related to pre-Closing conditions.“Excluded Liabilities” has the meaning set forth in Section 2.4.“Execution Date” has the meaning set forth in the Preamble.“Expense Reimbursement” means the reasonable out-of-pocket costs, fees and expenses (including legal, financial advisory, accounting and other similarcosts, fees and expenses) incurred by Purchaser or its Affiliates (other than Sellers) in connection with the negotiation, documentation and implementation ofthis Agreement and the transactions contemplated hereby and all proceedings incident thereto; provided, that under no circumstances shall the amount of theExpense Reimbursement exceed $1,000,000 in the aggregate.“Facilities” means all facilities owned or leased by the Sellers at which the Business is conducted including all Leased Real Property and Owned RealProperty.“FF&E” means all equipment, machinery, fixtures, furniture and other tangible property owned by Sellers (unless sold to any third party in theordinary course of business and not in violation of this Agreement), located at any of the Facilities, stored in any offsite location or used, held for use or usefulin the operation of the Business or the Acquired Assets (including all such property that is damaged), including all work in process, raw materials, inventory,stores and supplies, tools, finished products, spare parts, packaging and shipping containers, and other materials.“Furnished Reports” has the meaning set forth in Section 4.14(a).“GAAP” has the meaning set forth in Section 4.14(b).“Governmental Authority” means any U.S. or foreign, federal, state or local, court, tribunal, governmental department, agency, board or commission,regulatory, taxing or supervisory authority, or other administrative, governmental or quasi-governmental body, subdivision or instrumentality.“Hazardous Materials” shall mean (a) any petroleum products or byproducts, radioactive materials, friable asbestos or polychlorinated biphenyls or(b) any waste, material, or substance defined as a “hazardous substance,” “hazardous material,” or “hazardous waste” or “pollutant” or otherwise subject toregulation, investigation, control or remediation under any applicable Environmental Law.“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.“Improvements” means, with respect to any Real Property, all buildings, fixtures, structures, systems, facilities, easements, rights-of-way, privileges,improvements, licenses, hereditaments, appurtenances and all other rights and benefits belonging, or in any way related, to such Real Property. 6“Indebtedness” with respect to any Person means any obligation of such Person for borrowed money, and in any event shall include (a) any obligation ofsuch Person incurred for all or any part of the purchase price of property or other assets or for the cost of property or other assets constructed or ofimprovements thereto, other than accounts payable included in current liabilities and incurred in respect of property purchased in the ordinary course ofbusiness, (b) the face amount of all letters of credit issued for the account of such Person, (c) obligations of such Person secured by Liens or Encumbrances,(d) capitalized lease obligations of such Person, (e) all guarantees and similar obligations of such Person, (f) all accrued interest, fees and charges in respect ofany indebtedness of such Person and (g) all prepayment premiums and penalties, and any other fees, expenses, indemnities and other amounts payable as aresult of the prepayment or discharge of any indebtedness of such Person.“Intellectual Property” means all rights of Sellers in and to: (a) Trademarks; (b) Patents; (c) Copyrights; (d) Software; (e) rights of publicity andprivacy relating to the use of the names, likenesses, voices, signatures and biographical information of real persons; (f) inventions (whether or not patentable),discoveries, improvements, know-how, formulae, methodologies, business methods, processes, technology, drawings, specifications and data, andapplications, registrations or grants in any jurisdiction pertaining to the foregoing, including re-issues, continuations, divisions, continuations-in-part,reexaminations, renewals and extensions; (g) Internet websites, web pages, domain names and applications and registrations pertaining thereto and allintellectual property used in connection with or contained in websites; (h) trade secrets, inventions and confidential business information (including ideas,research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings,specifications, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, assembly, test, installation,technical, operating and service and maintenance manuals and data, hardware reference manuals and engineering, programming, service and maintenancenotes and logs), (j) any and all other intellectual property and proprietary rights; (k) all rights under agreements relating to the foregoing; (l) all books andrecords pertaining to the foregoing; (m) all claims or causes of action arising out of or related to past, present or future infringement or misappropriation of theforegoing and (n) goodwill related to all of the foregoing.“Interest” means “interest” as that term is used in Bankruptcy Code Section 363(f).“Inventory” means all raw materials, work-in-process, inventory, supplies, finished goods and goods in transit, packaging materials and otherconsumables of Sellers, including inventory (i) in the possession of the Company or (ii) that is to be delivered by the vendor of such inventory to Sellerspursuant to an order made by or on behalf of Sellers prior to the Closing, but in each case excluding inventory, supplies, finished goods and goods in transitof the Company that are (x) damaged or otherwise designated as “return to vendor” or (y) designated to be sold as part of a bulk sale.“IP Licenses” has the meaning set forth in Section 4.6(a)(xiii).“IRS” means the U.S. Internal Revenue Service. 7“Law” means any law, statute, ordinance, regulation, rule, code or rule of common law or otherwise of, or any order, judgment, injunction or decreeissued, promulgated, enforced or entered by, any Governmental Authority.“Leased Real Property” means all Real Property leased, subleased or licensed by Sellers, as lessee, sublessee or licensee, all of which are identified onSchedule 4.7(a).“Liability” means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whetheraccrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due and regardless of when asserted), including any liability forTaxes.“License Agreements” has the meaning set forth in Section 4.8(b).“Lien” has the meaning given to that term in the Bankruptcy Code.“Material Adverse Effect” means a state of facts, event, change or effect with respect to the Business, the Acquired Assets or the Assumed Liabilities thatresults in or would reasonably be expected to result in a material adverse effect on the results of operations or condition (financial or otherwise) of the Sellers,the Acquired Assets and the Business, taken as a whole, but excludes any state of facts, event, change or effect relating to (a) changes or conditions affectingthe industries in which Sellers operate generally; (b) changes in economic, regulatory or political conditions generally; (c) changes in financial, banking orsecurities markets; (d) changes in applicable Law or GAAP or interpretations thereof; (e) any act of war, terrorism or armed conflict; (f) the publicannouncement, pendency or completion of the transactions contemplated by this Agreement and (g) the filing of the Bankruptcy Cases and the effect thereof;provided, in each of clauses (a) through (e), that any such change does not have a disproportionate effect on the Acquired Assets and the Business taken as awhole.“Material Contracts” has the meaning set forth in Section 4.6(b).“Non-Assignable Contracts” has the meaning set forth in Section 2.5(f).“Orders” means the Sale Order and the Bidding Procedures Order.“Original Asset Purchase Agreement” has the meaning set forth in the Recitals.“Owned Intellectual Property” has the meaning set forth in Section 4.8(d).“Owned Real Property” has the meaning set forth in Section 4.7(a).“Patents” means all patents, patent applications and non-United States counterparts thereof, and industrial designs (including any continuations,divisionals, continuations-in-part, renewals, reissues, and applications for any of the foregoing).“Permits” means all certificates of occupancy or other certificates, permits, authorizations, filings, approvals and licenses possessed by Sellers, orthrough which Sellers have rights, that are used, useable or useful in the operation of the Business or the use or enjoyment or benefit of the Acquired Assets. 8“Permitted Lien” means: (a) Liens and Encumbrances for Taxes not yet due and payable or which are being contested in good faith by appropriateproceedings and for which adequate reserves with respect thereto are maintained on the books of Sellers; (b) statutory liens of carriers, warehousemen,mechanics, repairmen, workmen, suppliers or materialmen imposed by Law and arising in the ordinary course of business that are not delinquent and that donot, individually or in the aggregate, materially affect the ownership, lease, value or use of the affected asset or of the Acquired Assets as a whole; (c) pledgesor deposits in connection with workers’ compensation, unemployment insurance and other social-security Laws; (d) with respect to Real Property, any Lien orEncumbrance which a reputable title insurance company would be willing to omit as an exception, or affirmatively insure, in its title insurance policy for theapplicable parcel of Real Property; (e) with respect to Real Property, any condition that may be shown by a current and accurate survey, or that would beapparent as part of a physical inspection, of the applicable parcel of Real Property, in each case which does not materially adversely interfere with the presentuse of the parcel of Real Property it affects; (f) Liens and Encumbrances that will be released prior to or as of Closing; (g) with respect to leased or licensedproperty (including the Leased Real Property), the terms and conditions of the lease or license applicable thereto to the extent constituting a Purchased Contract;(h) all defects, exceptions, restrictions, easements, rights-of-way and other similar encumbrances of record other than monetary encumbrances, judgments andmonetary liens that in each case (1) would not in any case, individually or in the aggregate, reasonably be expected to materially and adversely impair theownership or lease of nor materially and adversely detract from the value or use of the property subject thereto or (2) would not be reasonably expected tomaterially interfere with the ordinary conduct of the business of Sellers at the property subject thereto; (i) zoning, entitlement, building and other land useregulations and codes imposed by any Governmental Authority having jurisdiction over the Real Property, which are not violated by the current use,occupancy or operation of the Real Property; (j) any right, title or interest of a lessor, sublessor or licensor under any of the Real Property Leases; and (k) inthe case of the Leased Real Property, any Lien or Encumbrance to which the fee simple interest (or any superior leasehold interest) is subject.“Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, soleproprietorship, unincorporated organization, Governmental Authority or other entity.“Petition Date” has the meaning set forth in the Recitals.“Potential Transaction” has the meaning set forth in Section 6.6.“Pre-Petition Credit Agreement” means that certain Credit Agreement dated as of May 22, 2012 by and among the Sellers, the lenders party thereto, theguarantors defined therein and Bayside Finance, LLC, as Administrative Agent, Collateral Agent and lender, as amended or modified through the ExecutionDate. 9“Pre-Petition Loan Documents” means the “Loan Documents” as defined in the Pre-Petition Credit Agreement, and all other documents referred to thereinor delivered in connection therewith.“Proceeding” has the meaning set forth in Section 2.4(a)(ix).“Purchase Price” has the meaning set forth in Section 3.1(a).“Purchased Contracts” has the meaning set forth in Section 2.1(e).“Purchaser” has the meaning set forth in the Preamble and includes each Designee in accordance with Section 3.3.“Purchaser Employees” means the Employees of Sellers who accept an offer of employment with Purchaser based on the initial terms and conditions setby Purchaser.“Qualified Bid” means competing bids pre-qualified for the Auction in accordance with the Bidding Procedures Order.“Real Property” means all of the Owned Real Property and the Leased Real Property, together with all buildings and Improvements thereon and allappurtenances and rights thereto.“Real Property Leases” means all of Sellers’ right, title and interest in all leases, subleases, licenses, concessions and other agreements (written or oral)and all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which Sellers hold a leasehold or subleaseholdestate in, or are granted a license or other right to use, the Leased Real Property.“Related Person” means, with respect to any Person at any time of determination, all directors, officers, members, managers, stockholders, employees,controlling persons, Affiliates, agents, professionals, attorneys, accountants, lenders, investment bankers or representatives of any such Person.“Release” shall have the meaning set forth in CERCLA.“Sale Hearing” means the hearing to consider the entry of the Sale Order.“Sale Motion” has the meaning set forth in Section 8.1.“Sale Order” means an order, in all material respects in the form of Exhibit B, entered by the Bankruptcy Court, which Sale Order shall be acceptableto Purchaser.“SEC Documents” has the meaning set forth in Section 4.14(a).“Schedules” has the meaning set forth in Section 6.1(c).“Seller” and “Sellers” have the meaning set forth in the Preamble. 10“Sellers’ Knowledge” means the actual (and not constructive) knowledge of Michael Lavelle, David Vander Ploeg and Gerald Hughes, in each case, afterdue inquiry.“Software” means any computer program, operating system, application, system, firmware or software of any nature, point-of-entry system,peripherals, and data whether operational, active, under development or design, nonoperational or inactive, including all object code, source code, commentcode, algorithms, processes, formulae, interfaces, navigational devices, menu structures or arrangements, icons, operational instructions, scripts,commands, syntax, screen designs, reports, designs, concepts, visual expressions, technical manuals, tests scripts, user manuals and other documentationtherefor, whether in machine-readable form, virtual machine-readable form, programming language, modeling language or any other language or symbols, andwhether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature, and all databases necessary orappropriate in connection with the operation or use of any such computer program, operating system, application, system, firmware or software.“SS” has the meaning set forth in the Preamble.“Straddle Period Property Tax” has the meaning set forth in Section 7.1(d).“Subsidiary” means, with respect to any Person: (a) any corporation of which more than 50% of the total voting power of all classes of the equityinterests entitled (without regard to the occurrence of any contingency) to vote in the election of directors is owned by such Person directly or through one ormore other Subsidiaries of such Person and (b) any Person other than a corporation of which at least a majority of the equity interests (however designated)entitled (without regard to the occurrence of any contingency) to vote in the election of the governing body, partners, managers or others that will control themanagement of such entity is owned by such Person directly or through one or more other Subsidiaries of such Person.“Surety Bonds” has the meaning set forth in Section 6.4(b).“Tax” or “Taxes” means all taxes, however denominated, including any interest, penalties or additions to tax that may become payable in respect thereof,imposed by any Governmental Authority, whether payable by reason of contract, assumption, transferee liability, operation of Law or Treasury RegulationSection 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law), which taxes shall include all net or grossincome, gross receipts, net proceeds, sales, use, ad valorem, value added, franchise, bank shares, withholding, payroll, medicare, employment, excise,property, abandoned property, escheat, deed, stamp, alternative or add-on minimum, environmental, profits, windfall profits, transaction, license, lease,service, service use, occupation, severance, energy, sales, use, transfer, real property transfer, recording, documentary, stamp, registration, stock transfertaxes and fees, unemployment, social security, workers’ compensation, capital, premium, and other taxes, assessments, customs, duties, fees, levies, orother governmental charges of any nature whatever, whether disputed or not, and other assessments or obligations of the same or a similar nature, whetherarising before, on or after the Closing Date. 11“Tax Authority” means any Governmental Authority with responsibility for, and competent to impose, collect or administer, any form of Tax.“Tax Return” means any report, return, information return, filing declaration, statement, or claim for refund, including any schedules, exhibits orattachments thereto, and any amendments to any of the foregoing required to be filed, distributed or maintained in connection with the calculation,determination, assessment or collection of any Taxes (including estimated Taxes).“Trademarks” means any trademarks, service marks, trade names, corporate names, Internet domain names, designs, trade dress, productconfigurations, logos, slogans, and general intangibles of like nature, together with all translations, adaptations, derivations and combinations thereof, allgoodwill, registrations and applications in any jurisdiction pertaining to the foregoing.“Transfer Taxes” means all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxesincurred as a result of the transactions contemplated by this Agreement.“Treasury Regulation” means any of the regulations promulgated by the Department of the Treasury under the Code.“WARN Act” means the Worker Adjustment and Retraining Notification Act, as amended, or any similar applicable state or local Law.1.2 Interpretation. When a reference is made in this Agreement to a section or article, such reference shall be to a section or article of this Agreementunless otherwise clearly indicated to the contrary.(a) Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words“without limitation.”(b) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to thisAgreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles,sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.(c) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term. Where aword or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.(d) A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.(e) A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or reenactmentthereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. 12(f) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to thisAgreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period inquestion shall end on the next succeeding Business Day.(g) Any reference in this Agreement to $ shall mean U.S. dollars.(h) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question ofintent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arisefavoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.ARTICLE 2PURCHASE AND SALE OF THE ACQUIRED ASSETS2.1 Purchase and Sale of Assets. Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forthin this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver toPurchaser, all of Sellers’ right, title and interest in, to and under the Acquired Assets, free and clear of all Liens, Claims, Interests or Encumbrances (otherthan Permitted Liens). “Acquired Assets” shall mean all of the, direct or indirect, right, title and interest of Sellers in and to the tangible and intangible assets,properties, rights, claims and Contracts (but excluding Excluded Assets) as of the Closing, including:(a) all cash (including undeposited checks and uncleared checks), cash equivalents and short-term investments, including any cash collateralthat is collateralizing any Surety Bonds;(b) all accounts receivable, rebates, refunds (whether related to Taxes or otherwise) and other receivables of Sellers however evidenced;(c) all Inventory of Sellers;(d) all deposits (including, with respect to the Acquired Assets, customer deposits and security deposits (whether maintained in escrow orotherwise) for rent, electricity, telephone or otherwise), credits and prepaid charges and expenses of Sellers that relate to the Acquired Assets;(e) all Contracts of Sellers that are assumed by and assigned to Purchaser pursuant to an Assumption Order on or prior to the DesignationDeadline (the “Purchased Contracts”), together with all rights thereunder from and after the Closing Date, and any causes of action relating to past or presentbreaches of the Purchased Contracts; 13(f) all of Sellers’ interests in and to all Improvements located on the Leased Real Property subject to each Real Property Lease, any otherappurtenances thereto, and all of Sellers’ rights in respect thereof;(g) all Owned Real Property together with all Improvements thereto and thereon;(h) all FF&E;(i) all Intellectual Property;(j) all telephone and facsimile numbers and all email addresses;(k) all Documents;(l) all Permits;(m) all rights, recoveries, refunds and rights of set-off against third parties;(n) the capital stock or other equity interests of any Subsidiaries of Sellers that are not guarantors of the obligations under the Pre-Petition CreditAgreement and the LLC interests in Carson-Dellosa Publishing LLC held by SS;(o) all rights under or arising out of all insurance policies relating to the Business or the Acquired Assets, unless non-assignable as a matter ofLaw;(p) other than with respect to the Excluded Contracts, all rights of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitationagreements with Purchaser Employees or agents of Sellers or with third parties (other than with Purchaser or any of its Affiliates under this Agreement or anyAncillary Agreements), including non-disclosure or confidentiality, non-compete, or non-solicitation agreements entered into in connection with the Auction;(q) all rights, claims or causes of action of Sellers or otherwise relating to the Business and the Acquired Assets, including all Avoidance Actions.(r) all rights of Sellers under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors tothe extent relating to products sold, or services provided, to Sellers or to the extent affecting any Acquired Assets other than any warranties, representations andguarantees pertaining to any Excluded Assets;(s) all interests of Sellers in, and all assets relating to, the Assumed Plans (if any);(t) subject to Section 2.5(f), any asset that requires the consent of a third party to be transferred, assumed or assigned notwithstanding theprovisions of Section 365 of the Bankruptcy Code, as to which such consent has not been obtained as of the Closing Date; upon receipt of such consent on orafter the Closing Date and entry of an appropriate Assumption Order as provided in Section 2.5(f); and 14(u) all goodwill and other intangible assets associated with the Business and the Acquired Assets.2.2 Excluded Assets. Notwithstanding anything to the contrary in this Agreement, nothing herein shall be deemed to sell, transfer, assign or convey theExcluded Assets to Purchaser, and Sellers shall retain all right, title and interest to, in and under, and all obligations with respect to, the Excluded Assets. Forall purposes of and under this Agreement, and as the same may be amended pursuant to Section 2.5, the term “Excluded Assets” shall mean:(a) any asset of Sellers that otherwise would constitute an Acquired Asset but for the fact that it is conveyed, leased or otherwise disposed of, inthe ordinary course of Sellers’ business prior to the Closing Date not in violation of this Agreement;(b) the certificates of incorporation and articles of incorporation or, as applicable, formation, qualifications to conduct business as a foreigncorporation or, as applicable, limited liability company, taxpayer and other identification numbers, seals, stock transfer books, blank stock certificates,corporate books and records of internal corporate or limited liability company proceedings, tax and accounting records, work papers and other records relatingto the organization or maintenance of corporate or limited liability company existence of Sellers and any other records that Sellers are required by Law to retain;provided, however, that copies of the foregoing items shall be provided by Sellers to Purchaser following the Closing Date upon Purchaser’s request atPurchaser’s sole expense;(c) the rights of Sellers under this Agreement and the Ancillary Agreements and all consideration payable or deliverable to Sellers under thisAgreement, but excluding cash flows under any Assigned Contract;(d) all rights and interests in connection with, and assets of, any Employee Benefit Plan other than the Assumed Plans;(e) the capital stock or other equity interests of any Seller;(f) all rights under or arising out of insurance policies that are non-assignable as a matter of Law;(g) the assets listed on Schedule 2.2(g);(h) all Excluded Contracts;(i) all rights (including rights under insurance policies), claims or causes of action with respect to or arising in connection with Excluded Assets;and 15(j) all deposits (including, with respect to the Excluded Assets, customer deposits and security deposits (whether maintained in escrow orotherwise) for rent, electricity, telephone or otherwise) and prepaid charges and expenses of Sellers that relate exclusively to the Excluded Assets to the extentsuch deposits, prepaid charges or expenses are rightfully and legally offset against corresponding accounts payable of Sellers arising prior to the Petition Date.2.3 Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the time of the Closing, toassume, pay, perform and discharge the following Liabilities (the “Assumed Liabilities”):(a) all of Sellers’ Liabilities under the Assigned Contracts; provided, however, that Purchaser’s obligations with respect to monetary defaultsunder any Assigned Contract upon the assumption thereof by Purchaser shall be limited to Cure Costs, subject to the terms of Section 2.5;(b) to the extent not already paid or included in the DIP Obligations, all ordinary course Liabilities with respect to the Acquired Assets (includingordinary course trade payables) arising after the Petition Date to the extent (i) relating to the conduct of the Business after the Petition Date through the ClosingDate and (ii) set forth in the Budget; provided, however, under no circumstances shall Purchaser assume or be liable for any such Liabilities in excess of anamount to be determined by Purchaser in its sole discretion; and provided, further however, that such Liabilities shall specifically exclude any fees andexpenses of any attorneys, financial advisors, consultants or other representatives of the Sellers or anyone else for any legal, accounting, investment banking,brokerage or similar fees or expenses incurred by any Seller or any predecessor of any Seller or anyone else in connection with, resulting from or attributable to(A) the Bankruptcy Cases or the transactions contemplated by this Agreement or (B) in pursuing or supporting claims, objections, avoidance actions, or anyother litigation against Purchaser;(c) all Liabilities relating to the Assumed Plans, if any;(d) all Liabilities for Transfer Taxes as provided in Section 7.1; and(e) with the prior written consent of each ABL Credit Party, all Liabilities arising under the ABL Credit Agreements, if such Liabilities are notpaid in full in cash as of Closing in the amount required under the ABL Credit Agreements.2.4 Excluded Liabilities.(a) Notwithstanding anything to the contrary in this Agreement or otherwise, Purchaser shall not assume or for any reason be deemed to haveassumed or be liable for any Claims, Liens, Encumbrances, Interests or Liabilities of Sellers of any nature whatsoever, whether presently in existence orarising hereafter (other than the Assumed Liabilities), including, but not limited to, the following (collectively, the “Excluded Liabilities”):(i) all Claims or Liabilities of Sellers that relate to any of the Excluded Assets (including under any Excluded Contracts);(ii) the Excluded Environmental Liabilities (regardless of whether such Liabilities are technically Liabilities of any Seller); 16(iii) any Liability relating to (A) events or conditions occurring or existing in connection with, or arising out of, the Business as operatedprior to the Closing, or (B) the ownership, possession, use, operation or sale or other disposition prior to the Closing of any Acquired Assets (or anyother assets, properties, rights or interests associated, at any time prior to the Closing, with the Business);(iv) any Liability relating to the Acquired Assets based on events or conditions occurring or existing prior to the Closing Date and connectedwith, arising out of or relating to: (A) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any Personor (B) compliance with any applicable Law relating to any of the foregoing; in each case except for any such Liability that may not be discharged by theSale Order;(v) all Claims or Liabilities of Sellers or for which Sellers or any Affiliate of any Seller could be liable relating to Taxes that are notexpressly assumed by Purchaser under Schedule 2.3(d);(vi) all Claims or Liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller orany predecessor of any Seller in connection with, resulting from or attributable to the Bankruptcy Cases or the transactions contemplated by thisAgreement or otherwise;(vii) all Indebtedness of any Seller;(viii) all Liabilities of Sellers related to the right to or issuance of any capital stock or other equity interest of any Seller, including any stockoptions or warrants;(ix) all Liabilities of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the ownership, lease orlicense of any properties or assets or any properties or assets previously used by Sellers or any predecessor of any Seller at any time, or other actions,omissions or events occurring prior to the Closing and which (A) constitute, may constitute or are alleged to constitute a tort, breach of contract orviolation of any rule, regulation, treaty or other similar authority or (B) relate to any and all Claims, disputes, demands, actions, Liabilities, damages,suits in equity or at Law, administrative, regulatory or quasi-judicial proceedings, accounts, costs, expenses, setoffs, contributions, attorneys’ fees orcauses of action of whatever kind or character (“Proceeding”) against Sellers, whether past, present, future, known or unknown, liquidated orunliquidated, accrued or unaccrued, pending or threatened;(x) any Liability arising out of any Proceeding commenced against Sellers or any predecessor of any Seller after the Closing and arising outof, or relating to, any occurrence or event happening prior to the Closing; 17(xi) all Claims or Liabilities with respect to the Employees or former employees (or their representatives) of Sellers or any predecessor of anySeller based on any action or inaction occurring prior to and including on the Closing Date, including payroll, vacation, sick leave, workers’compensation, unemployment benefits, pension benefits, employee stock option or profit sharing plans, health care plans or benefits (includingCOBRA), or any other employee plans or benefits or other compensation of any kind to any employee, and obligations of any kind including anyLiability pursuant to the WARN Act;(xii) any Liability arising under any Employee Benefit Plan or any other employee benefit plan, policy, program, agreement or arrangement(other than an Assumed Plan) at any time maintained, sponsored or contributed to by Sellers or any ERISA Affiliate, or with respect to which Sellers orany ERISA Affiliate has any Liability including with respect to any underfunded pension Liability; provided, that for the avoidance of doubt, allLiabilities arising under the Assumed Plans shall be assumed by Purchaser pursuant to Section 2.3(c).(xiii) any Liability arising out of or relating to services or products of Sellers to the extent performed, marketed, sold or distributed prior tothe Closing;(xiv) any Liability under any Excluded Contract;(xv) any Liability under any employment, collective bargaining agreement, severance, retention or termination agreement with any employee,consultant or contractor (or their representatives) of Sellers, except if an Assumed Liability;(xvi) any Liability arising out of or relating to any grievance by current or former employees of Sellers, whether or not the affectedemployees are hired by Purchaser;(xvii) any Liability to any shareholder or other equity holder of any Seller, which Liability relates to such Person’s capacity as ashareholder or other equity holder of a Seller;(xviii) any Liability arising out of or resulting from non-compliance or alleged non-compliance with any Law, ordinance, regulation or treatyby Sellers;(xix) any Liability for infringement or misappropriation of any Intellectual Property arising out of or relating to any conduct of any Seller oroperation of the Business on or before the Closing;(xx) any Liability of Sellers under this Agreement or any Ancillary Agreements;(xxi) any Liability of Sellers related to all Indebtedness as of the Closing under the Pre-Petition Loan Documents;(xxii) the Liabilities specifically identified and described on Schedule 2.4(a)(xxii); and 18(xxiii) any other Liabilities of Sellers not expressly assumed by Purchaser pursuant to Section 2.3.(b) The parties acknowledge and agree that disclosure of any Liability on any Schedule to this Agreement shall not create an Assumed Liability orother Liability of Purchaser, except where such disclosed Liability has been expressly assumed by Purchaser as an Assumed Liability in accordance with theprovisions of Section 2.3.2.5 Real Property Lease and Contract Designation; Cure Costs.(a) Contract and Cure Schedule. Within ten (10) days following the date hereof, SS shall deliver to Purchaser a schedule that contains a list ofeach Contract along with the Sellers’ good faith estimate of the amount of Cure Costs applicable to each such Contract (as such schedule may be amended,supplemented or otherwise modified from time to time in accordance with the terms of this Agreement, the “Contract & Cure Schedule”); provided, that if noCure Cost is estimated to be applicable with respect to any particular Contract, the amount of such Cure Cost has been designated for such Contract as“$0.00”. From the date the Contract & Cure Schedule is provided through (and including) the Designation Deadline, promptly following any changes to theinformation set forth on such Schedule (including any new Contracts included in the Acquired Assets to which a Seller becomes a party and any change in theCure Cost of any such Contract), the Sellers shall provide Purchaser with a schedule that updates and corrects the Contract & Cure Schedule. Purchasermay, at any time and from time to time through (and including) the Designation Deadline as described below, include or exclude any Designated Contract fromthe Contract & Cure Schedule and require the Sellers to give notice to the counterparties to any such Designated Contracts of the Sellers’ proposed assumptionand assignment thereof to Purchaser or Purchaser’s Designee and the amount of Cure Costs, as approved by Purchaser, associated with such DesignatedContract. If any Designated Contract is added to (or excluded from) the Contract & Cure Schedule as permitted by this Section 2.5(a), then Purchaser and theSellers shall make appropriate additions, deletions or other changes to any applicable Schedule to reflect such addition or exclusion.(b) Designation. During the period from the date the Contract and Cure Schedule is provided through the Designation Deadline and pursuant to theterms of this Section 2.5, Purchaser may designate each Designated Contract as an Assigned Contract or an Excluded Contract. Sellers hereby appointPurchaser as their agent-in-fact from and after the Closing Date for the sole purpose of allowing Purchaser to continue to operate under the Designated Contractsuntil such time as Purchaser either designates such Designated Contract as an Assigned Contract or an Excluded Contract.(c) Contract Notice. At any time prior to the Designation Deadline, Purchaser shall have the right, which right may be exercised at any time andfrom time to time in Purchaser’s sole and absolute discretion, to provide written notice to Sellers (each such notice, a “Contract Notice”) of Purchaser’s electionto deem the Designated Contracts identified in the subject Contract Notice(s) an Assigned Contract and require Sellers to use reasonable best efforts, subject toentry of an Assumption Order by the Bankruptcy Court, to assume and assign such Designated Contracts to Purchaser or Purchaser’s Designee. In any suchContract Notices, 19Purchaser also may designate any Designated Contract as an Excluded Contract. Within fifteen (15) days following the date Purchaser delivers a ContractNotice to Sellers electing to deem a Designated Contract as an Assigned Contract, Sellers shall, at no additional cost or expense to Purchaser, take all requisiteactions (including actions required under § 363 and/or 365 of the Bankruptcy Code, as applicable) to assume and assign such Designated Contracts toPurchaser or its Designee. Without limiting the generality of the foregoing, upon receipt of a Contract Notice electing to deem a Designated Contract as anAssigned Contract, Sellers shall use reasonable best efforts to obtain the entry of an Assumption Order by the Bankruptcy Court approving the assumptionand assignment of such Designated Contracts to Purchaser or its Designee and fixing the Cure Costs relating to each of such Designated Contracts, provided,however, that if the Cure Costs to be fixed by the Bankruptcy Court for any Designated Contract in a proposed Assumption Order either are greater than theamount set forth in the Contract & Cure Schedule and are not consented to by Purchaser no later than the hearing before the Bankruptcy Court to consider theassumption and assignment of such Designated Contract, then Purchaser shall be permitted at such hearing to forthwith revoke its designation of any suchDesignated Contract as an Assigned Contract and thereupon such Designated Contract shall be deemed to be an Excluded Contract for all purposes of thisAgreement. Promptly following the entry of an Assumption Order by the Bankruptcy Court, Purchaser shall and shall cause its Designees to assume fromSellers the Assigned Contracts pursuant to Section 365 of the Bankruptcy Code and an Assignment and Assumption Agreement.(d) Bankruptcy Court Matters. Sellers shall give written notice to Purchaser prior to the submission of any motion in their Bankruptcy Cases toassume or reject any Designated Contracts together with a copy of the proposed Assumption Order, and, without the prior written consent of Purchaser, Sellersshall not assume or reject any Designated Contracts. Sellers shall promptly reject any Designated Contract that (i) Purchaser has designated as an ExcludedContract pursuant to a Contract Notice, (ii) has been deemed to be an Excluded Contract pursuant to Section 2.5(b) above or (iii) any Designated Contract thatPurchaser has not designated as an Assigned Contract by the Designation Deadline (all such Designated Contracts being deemed to be Excluded Contracts forpurposes of this Agreement). Any Designated Contracts that are rejected subject to Bankruptcy Court approval or are the subject of a rejection motion at theDesignation Deadline, after complying with the provisions of this Section 2.5 shall constitute Excluded Contracts. Purchaser shall not have any obligation orliability with respect to Excluded Contracts from and after the earliest of: (x) delivery of such a Contract Notice, (y) after such Designated Contract has beendeemed to be an Excluded Contract pursuant to Section 2.5(b) above or (z) after the Designation Deadline, as applicable.(e) Cure Costs; Adequate Assurance. To the extent that any Designated Contract requires the payment of Cure Costs in order to be assigned toPurchaser and assumed pursuant to Section 363 and 365 of the Bankruptcy Code, the Cure Costs related to such Designated Contract shall be paid by theSellers to the extent of available cash on the Sellers’ balance sheet. In the event that the aggregate amount of Cure Costs payable for all Assigned Contractsexceeds the amount of available cash on the Sellers’ balance sheet, Purchaser or its Designees shall satisfy such excess Cure Costs. Purchaser shall not berequired to make any payment of Cure Costs for, or otherwise have any Liabilities with respect to, any Contract that is not an Assigned Contract. Purchaserwill provide adequate assurance of future performance on 20its behalf and on behalf of its Designees as required under the Bankruptcy Code, including Section 365(f)(2)(B) thereof. Purchaser and the Sellers agree thatthey will promptly take all actions reasonably required to assist in obtaining a Bankruptcy Court finding that there has been an adequate demonstration ofadequate assurance of future performance under each Assigned Contract, such as furnishing affidavits, non-confidential financial information or otherdocuments or information for filing with the Bankruptcy Court and making Purchaser’s and the Sellers’ employees and representatives available to testifybefore the Bankruptcy Court, as necessary.(f) Non-Assignable Contracts. To the extent that any Assigned Contract is not capable of being assigned under Section 365 of the BankruptcyCode (or, if inapplicable, pursuant to other applicable Laws or the terms of such Contract) to Purchaser or a Designee without the consent of the other partythereto or any Person (including a Government Entity), and such consent has not been obtained (collectively, the “Non-Assignable Contracts”), this Agreementwill not constitute an assignment thereof, or an attempted assignment, unless any such consent is obtained. Any payment to be made in order to obtain anyconsent required by the terms of any Non-Assignable Contract shall be the responsibility of Sellers to the extent of available cash on Sellers’ balance sheet. Inthe event that the aggregate amount of consent fees payable for all Non-Assignable Contracts exceeds the amount of available cash on the Sellers’ balance sheet,Purchaser or its Designees shall satisfy such excess consent fees. If, after giving effect to the provisions of Sections 363 and 365 of the Bankruptcy Code,such consent is required but not obtained, the Sellers shall cooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser thebenefits and obligations of or under any such Non-Assignable Contract, including enforcement for the benefit of Purchaser of any and all rights of the Sellersagainst a third party thereto arising out of the breach or cancellation thereof by such third party. Any assignment to Purchaser of any Assigned Contract thatshall, after giving effect to the provisions of Sections 363 and 365 of the Bankruptcy Code, require the consent of any third party for such assignment asaforesaid shall be made subject to such consent being obtained. Any contract that would be an Assigned Contract but is not assigned in accordance with theterms of this Section 2.5(f) shall not be considered an “Assigned Contract” for purposes hereof unless and until such contract is assigned to Purchaserfollowing the Closing Date upon receipt of the requisite consents to assignment and Bankruptcy Court approval.ARTICLE 3CONSIDERATION3.1 Purchase Price.(a) The purchase price (the “Purchase Price”) for the purchase, sale, assignment and conveyance of Sellers’ right, title and interest in, to andunder the Acquired Assets to Purchaser or its Designees shall consist of (i) an amount equal to $95,000,000, which amount shall be payable in the form of acredit bid of an amount of the obligations then outstanding under the DIP Credit Agreement and the Pre-Petition Credit Agreement (such amount as may beincreased pursuant to Section 3.1(b), the “Credit Bid Amount”); (ii) unless such obligations have been assumed by Purchaser pursuant to Section 2.3(e), anamount in cash allocated solely for the benefit of the ABL Credit Parties in order to cause the “payment in full” 21of the Obligations under each of the ABL Credit Agreements (within the meaning of such phrase under the ABL Credit Agreements), including the Letter ofCredit Collateralization (as defined in the ABL DIP Credit Agreement) and Payment in Full of ABL Priority Debt (as such term is used the Existing Split LienIntercreditor Agreement (as defined in the ABL DIP Credit Agreement) and the Split Lien Intercreditor Agreement (as defined in the ABL DIP Credit Agreement);and (iii) the assumption by Purchaser of the Assumed Liabilities.(b) For the avoidance of doubt, at any time, and from time to time, during the Auction, Purchaser may increase the Purchase Price, including byincreasing the Credit Bid Amount to the full amount then outstanding and owing under the DIP Credit Agreement and the Pre-Petition Credit Agreement and orpaying additional cash consideration.3.2 Allocation of Purchase Price. If the transaction contemplated by this Agreement is an “Applicable Asset Acquisition” as defined in Section 1060(c) ofthe Code, then by the Designation Deadline, Purchaser shall prepare and deliver to Sellers a statement allocating the sum of the Purchase Price, the AssumedLiabilities and other relevant items among the Acquired Assets in accordance with Section 1060 of the Code (such statement, the “Allocation Statement”), andthe Allocation Statement shall be finalized upon reasonable consultation with Sellers. Except as otherwise required by applicable Law, the parties shall followthe Allocation Statement for purposes of filing IRS Form 8594 (and any supplements to such form) and all other Tax Returns, and shall not voluntarily takeany position inconsistent therewith. If the IRS or any other taxation authority proposes a different allocation, Sellers or Purchaser, as the case may be, shallpromptly notify the other party of such proposed allocation. Sellers or Purchaser, as the case may be, shall provide the other party with such information andshall take such actions (including executing documents and powers of attorney in connection with such proceedings) as may be reasonably requested by suchother party to carry out the purposes of this section. Except as otherwise required by applicable Law or pursuant to a “determination” under Section 1313(a) ofthe Code (or any comparable provision of United States state, local, or non-United States law), (i) the transactions contemplated by Article 2 of this Agreementshall be reported for all Tax purposes in a manner consistent with the terms of this Section 3.2; and (ii) neither party (nor any of their Affiliates) will take anyposition inconsistent with this Section 3.2 in any Tax Return, in any refund claim, in any litigation or otherwise. Notwithstanding the allocation of thePurchase Price set forth in the Allocation Statement, nothing in the foregoing shall be determinative of values ascribed to the Acquired Assets or the allocation ofthe value of the Acquired Assets in any plan of reorganization or liquidation that may be proposed.3.3 Assignment to Subsidiaries of Purchaser. Prior to the Closing, Purchaser shall have the right to assign its rights to receive all or any part of theAcquired Assets and its obligations to assume all or any part of the Assumed Liabilities, in each case, to one or more Affiliates or Subsidiaries of Purchaser(each, a “Designee”) by providing written notice to SS and each such Designee shall be deemed to be a Purchaser for all purposes hereunder and under theAncillary Agreements, except that no such assignment shall relieve Purchaser of any of its obligations hereunder. 22ARTICLE 4REPRESENTATIONS AND WARRANTIES OF SELLERSSellers hereby represent and warrant to Purchaser as follows:4.1 Organization. Each Seller is duly organized, validly existing and in good standing under the Laws of its state of incorporation or formation and hasall necessary power and authority to own, lease and operate its properties and to conduct its business in the manner in which its business is currently beingconducted. Except as a result of the commencement of the Bankruptcy Cases, each Seller is qualified to do business and is in good standing in alljurisdictions where it owns its properties and assets and conducts the Business.4.2 Subsidiaries and Investments. Except as set forth in Schedule 4.2, Sellers do not, directly or indirectly, own, of record or beneficially, anyoutstanding voting securities, membership interests or other equity interest in any Person.4.3 Authorization of Agreement. Subject to entry of the Sale Order and authorization as is required by the Bankruptcy Court:(a) Each Seller has, or at the time of execution will have, all necessary power and authority to execute and deliver this Agreement and eachAncillary Agreement to which such Seller is or will become a party and to perform its obligations hereunder and thereunder;(b) The execution, delivery and performance of this Agreement and each Ancillary Agreement to which a Seller is or will become a party and theconsummation of the transactions contemplated hereby and thereby have been, or at the time of execution will be, duly authorized by all necessary action onthe part of such Seller and no other proceedings (shareholder, member or otherwise) on the part of Sellers are necessary to authorize such execution, deliveryand performance; and(c) This Agreement and each Ancillary Agreement to which a Seller is or will become a party have been, or when executed will be, duly andvalidly executed and delivered by such Seller and (assuming the due authorization, execution and delivery by the other parties hereto or thereto) this Agreementand each Ancillary Agreement to which a Seller is or will become a party constitutes, or will constitute, when executed and delivered, such Seller’s valid andbinding obligation, enforceable against such Seller in accordance with its respective terms except as may be limited by bankruptcy, insolvency, reorganization,moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights, or by general equity principles, includingprinciples of commercial reasonableness, good faith and fair dealing.4.4 Conflicts; Consents of Third Parties.(a) Except as set forth on Schedule 4.4(a), subject to entry of the Bankruptcy Order, the execution, delivery and performance by each Seller of thisAgreement and each Ancillary Agreement, the consummation of the transactions contemplated hereby and thereby, and compliance by each Seller with any ofthe provisions hereof or thereof do not, or will not at 23the time of execution, result in the creation of any Lien or Encumbrance upon the Acquired Assets and do not, or will not at the time of execution, conflict with,or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of payment, termination, modification,acceleration or cancellation under any provisions of:(i) such Seller’s certificates of incorporation, bylaws or comparable organizational documents of such Seller;(ii) subject to entry of the Sale Order, any material Assigned Contract or Permit to which such Seller is a party or by which any of theAcquired Assets are bound;(iii) subject to entry of the Sale Order, any order, writ, injunction, judgment or decree of any Governmental Authority applicable to suchSeller or any of the Acquired Assets; or(iv) subject to entry of the Sale Order, any applicable Law.(b) Subject to entry of the Sale Order, and except (i) for such authorizations, orders, declarations, filings and notices as may be required underthe HSR Act and (ii) as set forth on Schedule 4.4(b), no consent, waiver, approval, order, Permit or authorization of, or declaration or filing with, ornotification to, any Person or Governmental Authority is required on the part of any Seller in connection with the execution, delivery and performance of thisAgreement or any Ancillary Agreement to which it is or will become a party, the compliance by such Seller with any of the provisions hereof or thereof, theconsummation of the transactions contemplated hereby or thereby, or the assignment or conveyance of the Acquired Assets.4.5 Title to Acquired Assets. Except as set forth on Schedule 4.5, Sellers have good, and marketable title to, or a valid and marketable leasehold interestin, the Acquired Assets, and, subject to entry of the Sale Order, Purchaser will be vested, to the maximum extent permitted by Sections 363 and 365 of theBankruptcy Code, with good and marketable title to, and a valid and marketable leasehold interest in, the Acquired Assets free and clear of all Liens, Claims,Interests and Encumbrances, other than Permitted Liens.4.6 Contracts.(a) Schedule 4.6 sets forth a complete list, as of the date hereof, of all Contracts to which any Seller is a party or by which it is bound and thatare used in or related to the Business or the Acquired Assets, meeting any of the descriptions set forth below:(i) all reseller or distribution agreements with respect to which any Seller recognized cumulative revenue during the fiscal year endedApril 28, 2012 in excess of $100,000;(ii) any Contract with any current customer of any Seller with respect to which such Seller recognized cumulative revenue during the twelve-month period ended December 31, 2012 in excess of $100,000; 24(iii) any Contract with any supplier of goods and/or services, including any personal property leases, with respect to which any Seller madecumulative expenditures during the twelve-month period ended December 31, 2012 greater than $100,000;(iv) any material Contract with any sole source suppliers, or any other material contract that licenses or otherwise authorizes any third partyto design, manufacture, reproduce, develop or modify the products, services or technology of the Sellers;(v) any material Contracts that contain provisions granting any exclusive rights, rights of first refusal, rights of first negotiation or similarrights to any Person;(vi) any Contract limiting in any material respect the right of any Seller to engage in any line of business, compete with any Person in anyline of business or the manner or locations in which any of them may engage;(vii) any Contract with any officer of any Seller, any Contract with any employee of any Seller, any Contract that promises any paymentor benefit to any officer of any Seller or any Contract that promises any payment or benefit to any employee of any Seller;(viii) any Contract with any Affiliate of any Seller;(ix) any evidence of Indebtedness in excess of $100,000;(x) any joint venture, partnership, cooperative arrangement or any other agreement involving a sharing of profits or development costs;(xi) any material Contract or arrangement pursuant to which any Seller sells or licenses any product outside of the United States;(xii) any Contract with respect to the discharge, storage or removal of effluent, waste or pollutants;(xiii) except for licenses for third party commercially available Software that (A) is word processing, financial or other business software,or (B) has an individual acquisition cost or annual licensing fee of $100,000 or less, any Contract pursuant to which (x) any Seller has been granted orotherwise receives any right to use third party Intellectual Property rights used by any Seller in the Business or (y) any Seller has granted a third partyrights to use any Intellectual Property owned by any Seller; in each case of (x) and (y), with annual or one-time license fees in excess of $100,000 (“IPLicenses”);(xiv) any material power of attorney, proxy or similar instrument; 25(xv) any Contract for the purchase, sale or license of any material assets of any Seller other than in the ordinary course of business or anyContract granting an option or preferential rights to purchase, sell or license any material assets of any Seller other than in the ordinary course ofbusiness;(xvi) to the extent not otherwise set forth on Schedule 4.6, any Contract under which a Seller has continuing material indemnificationobligations to any Person;(xvii) any Contract relating to the acquisition by any Seller of a business or the equity interests of any other Person (whether or notcompleted) entered into within the last two (2) years;(xviii) any other Contract (other than those excluded by an express exception from the descriptions set forth in the subsections above) whichprovides for payment or performance by either party thereto having an aggregate value of $100,000 or more (unless terminable without payment orpenalty on ninety (90) days (or less) notice);(xix) any Real Property Leases; and(xx) any agreement to enter into any of the foregoing.(b) The foregoing are collectively referred to as the “Material Contracts.” Purchaser shall receive or be provided access within seven (7) days afterthe Execution Date to true, correct and complete copies of such written Contracts and any and all amendments, modifications, supplements, exhibits andrestatements thereto and thereof in effect as of the date of this Agreement.4.7 Real Property.(a) Schedule 4.7(a) sets forth a list of each parcel of Real Property currently owned (“Owned Real Property”), leased, licensed or subleased bySellers. Sellers shall deliver or make available to Purchaser within seven (7) days after the Execution Date true, correct and complete copies of the Real PropertyLeases in effect as of the Execution Date (including all amendments thereto, assignments and subleases in respect thereof) relating to the Leased Real Property.One or more Sellers owns and has good and marketable title to all of the Owned Real Property and has valid leasehold or subleasehold (or a valid license)interests in all of the Leased Real Property, in each case, free and clear of any and all Encumbrances (except for Permitted Liens and Encumbrances listed onSchedule 4.5). Except as would not have a Material Adverse Effect, each Real Property Lease to which any Seller is a party is valid and enforceable inaccordance with its terms. Except as set forth on Schedule 4.7(a), (i) no Seller has received written notice that it is in default under any such Real PropertyLease other than as has been cured or would be cured pursuant to this Agreement and the entry of the Sale Order, (ii) to Sellers’ Knowledge, no circumstancesexist which, with notice, the passage of time or both, would reasonably be expected to constitute a default by any Seller under any such Real Property Leaseother than defaults that may be alleged to have occurred by a landlord under a Real Property Lease as a result of the initiation of the Bankruptcy Cases and(iii) to Sellers’ Knowledge, no other party to any such Real Property Lease is in default thereunder. 26(b) Except as set forth on Schedule 4.7(b), no Seller has received written notice of any pending condemnation proceeding with respect to any parcelof Real Property nor, to such Sellers’ Knowledge, is there any threatened condemnation that would preclude or impair the use of any Real Property byPurchaser for the purposes for which it is currently used.(c) Other than as set forth in any of the Real Property Leases and other than the right of Purchaser pursuant to this Agreement, there are no otheroptions or rights of first offer or rights of first refusal or similar rights or options to purchase, lease or otherwise acquire any interest in any of the Owned RealProperty or any of the leases or subleases relating to the Leased Real Property have been granted by any Seller to any Person (other than Purchaser) that areenforceable.(d) Except as set forth on Schedule 4.7(d), no Seller has made or given any security deposit to or for the benefit of any landlord or sublandlord inrespect of any Leased Real Property and none is required.4.8 Intellectual Property.(a) Schedule 4.8(a) sets forth a complete and accurate list of all (i) United States and non-United States Patents and Patent applications owned bySellers; (ii) United States and non-United States Trademark registrations and Internet domain registrations, Trademark applications and material unregisteredTrademarks owned by Sellers; and (iii) United States and non-United States Copyright and mask work registrations, Copyright applications and materialunregistered Copyrights owned by Sellers.(b) Schedule 4.8(b) sets forth a complete and accurate list of all (i) IP Licenses and (ii) Contracts to which Sellers are a party or otherwise boundrestricting Sellers’ rights to use any Intellectual Property, including license agreements, development agreements, distribution agreements, settlementagreements, consent to use agreements, and covenants not to sue (collectively, the “License Agreements”). Sellers have not licensed or sublicensed its rights inany Intellectual Property other than pursuant to the License Agreements.(c) Sellers own or possess rights to use all Intellectual Property material to the conduct of the Business. All registrations with and applications toGovernmental Authorities set forth on Schedule 4.8(a) are in full force and effect, have not, except in accordance with the ordinary course practices of Sellers,lapsed, expired or been abandoned, are not the subject of any opposition or other action challenging the ownership, validity or scope thereof filed with theUnited States Patent and Trademark Office or any other applicable Intellectual Property registry, court of law, or tribunal.(d) Except as identified in the Contracts set forth in Schedule 4.8(b), to Sellers’ Knowledge, no present or former employee, officer or director ofSellers, or agent, outside contractor or consultant of Sellers, holds any right, title or interest, directly or indirectly, 27in whole or in part, in or to any Intellectual Property and necessary for the conduct of the Business. Other than with respect to copyrightable works Sellershereby represent to be “works made for hire” within the meaning of Section 101 of the Copyright Act of 1976 owned by Sellers or as identified in theContracts set forth in Schedule 4.8(b), Sellers have obtained from all individuals who participated in any respect in the invention or authorship of anyIntellectual Property created by or for Sellers and necessary for the conduct of the Business (the “Owned Intellectual Property”), as consultants, as employeesof consultants or otherwise, effective waivers of any and all ownership rights of such individuals in the Owned Intellectual Property and/or writtenassignments to Sellers of all rights with respect thereto.(e) As of the date hereof, Sellers have not received any written notice and to Sellers’ Knowledge no verbal notice, that it is, or they are, currently indefault (or with the giving of notice or lapse of time or both, would be in default) under any IP Licenses. Sellers have not received any written notice of anyclaim of invalidity of any Intellectual Property set forth on Schedule 4.8(a). Except as set forth on Schedule 4.8(e), to Sellers’ Knowledge, no materialIntellectual Property rights of Sellers are being infringed by any other Person. Except as set forth on Schedule 4.8(e) or claims that have been resolved, Sellershave not received any written notice of any claim of infringement or conflict with any Intellectual Property right of others within the six (6) years prior to thedate hereof.(f) To Sellers’ Knowledge, no Software material to Sellers’ Business contains source code that requires as a condition of use, modification ordistribution of such source code that such source code or other Intellectual Property incorporated into, derived from or distributed with such source code (i) bedisclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works, as that term is defined by U.S. copyright law; or(iii) be redistributed at no charge.4.9 Taxes.(a) All federal, state, foreign, county, local and other Tax Returns required to be filed by or on behalf of Sellers have been timely filed, orextensions of the time to file have been obtained, and when filed were true and correct in all material respects, and the taxes due and owing thereon were paid oradequately accrued, except to the extent contested in good faith by proper proceedings. True and complete copies of all Tax Returns filed by Sellers for each ofits three (3) most recent fiscal years shall be delivered or made available to Purchaser within seven (7) days after the Execution Date. Sellers have duly withheldand paid all material Taxes required to have been withheld and paid relating to any employee, independent contractor, creditor, stockholder, or other thirdparty, and all material Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed and distributed.(b) Since October 27, 2012, Sellers have not incurred any material Taxes other than Taxes incurred in the ordinary course of business consistentin type and amount with past practices. 28(c) The federal and state income Tax Returns of Sellers have been audited by the IRS and appropriate state Tax Authorities for the periods, asapplicable, and to the extent set forth in Schedule 4.9(c), and to Sellers’ Knowledge, Sellers have not received from the Internal Revenue Service or from theTax Authorities of any state, county, local or other jurisdiction any notice of underpayment of Taxes or other deficiency which has not been paid nor anyobjection to any return or report filed by any Seller. There is no material dispute or claim concerning any Tax liability of any Seller either (i) claimed or raisedby any Tax Authority in writing or (ii) as to which any Seller has knowledge based upon personal contact with any agent of such Tax Authority.(d) There are no outstanding agreements or waivers extending the statutory period of limitations applicable to any Tax Return or report of anySeller or the period of time within which any Tax Return of any Seller must be filed.(e) No Seller has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicableperiod specified in 897(c)(1)(A)(ii) of the Code. No Seller is a party to or bound by any tax allocation or sharing agreement. No Seller (A) has been a memberof an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was one of Sellers) or (B) has anyliability for the Taxes of any Person (other than any other Seller) under Treas. Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), as atransferee or successor, by contract.(f) During the last two (2) years, no Seller has (i) applied for any tax ruling with respect to non-income Taxes, (ii) entered into a closing agreementwith any Tax Authority with respect to non-income Taxes, or (iii) been a party to any Tax allocation or Tax sharing agreement (other than with any otherSeller).(g) Except as described on Schedule 4.9(g), no Seller will be required to include any item of income in, or exclude any item of deduction from,taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:(i) Change in method of accounting for a taxable period ending on or prior to the Closing Date;(ii) “Closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreignincome Tax Law) executed on or prior to the Closing Date;(iii) Intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or anycorresponding or similar provision of state, local or foreign income Tax law);(iv) Installment sale or open transaction disposition made on or prior to the Closing Date; or(v) Prepaid amount received on or prior to the Closing Date. 29(h) No Seller has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported orintended to be governed in whole or in part by Section 355 of the Code in the two years prior to the date of this Agreement.(i) No Seller has engaged in a “listed transaction”, within the meaning of Treasury Regulation §1.6011-4.4.10 Collective Bargaining Agreements, Employment Agreements, etc.(a) Schedule 4.10(a) lists (i) all union, collective bargaining or other employee association agreements (indicating duration and expiration date foreach), and all other written agreements providing for any material salary, bonus, benefits, perquisites, severance, management fees or other compensationrelating to service to be paid to any director, officer or employee of Sellers and (ii) fees paid to independent contractors of Sellers during the twelve-monthperiod ended December 31, 2012.(b) No Seller (i) and to Sellers’ Knowledge, no other party thereto, has breached or otherwise failed to comply in any material respect with anyprovision of any agreement set forth on Schedule 4.10(a), (ii) has employees organized as a bargaining unit or the like by any labor organization except asdisclosed on Schedule 4.10(a), (iii) is, nor has it been, within the last two (2) years, subject to any unfair labor practice complaints before the National LaborRelations Board (except as set forth on Schedule 4.10(b)), (iv) is, nor has it been, within the last two (2) years subject to any activities or proceedings of anylabor union (or representatives thereof) to organize any unorganized employees, and (v) is, nor has it been, within the last two (2) years subject to any strikes,organized slowdowns, work stoppages or lockouts and, to the best of Sellers’ Knowledge, no matter or occurrence referred to in subclauses (ii) through (v) isplanned, pending or threatened, as applicable.(c) Except as set forth on Schedule 4.10(c), no Seller is in violation, in any material respect, and no Seller has received within the last two(2) years written notice of any claim with respect to a material violation or alleged material violation, of any federal or state civil rights law, the Fair LaborStandards Act, as amended, the Age Discrimination in Employment Act, as amended, the National Labor Relations Act, as amended, the Occupational Safetyand Health Act, as amended, the Americans with Disabilities Act, as amended, ERISA (with respect to any Employee Benefit Plan), or the VocationalRehabilitation Act of 1973, as amended, any applicable state or local laws analogous to the federal laws listed above or any other employee protective law ofany jurisdiction and, to the best of Sellers’ Knowledge, no claim referred to in this Section 4.10(c) is planned, pending or threatened.(d) For each current Employee, Schedule 4.10(d) sets forth each such Employee’s name, title, date of hire, annualized compensation, bonus,commission, FLSA classification and union representation, if applicable. 304.11 Employee Benefit Plans.(a) Schedule 4.11(a) lists all: (i) employee pension or welfare benefit plans (as defined in Section 3(2) and 3(1) of ERISA, respectively), (A) whichare maintained or administered by any Seller; (B) to which any Seller contributes, or is legally obligated to contribute; or (C) under which any Seller has anyliability including due to any Seller’s relationship with any entity that along with such Seller is treated as a “single employer” under Section 414 of the Code (“ERISA Affiliates”) and (ii) all other material plans or arrangements maintained by Sellers for the benefit of current or former employees, their beneficiaries ordependents (collectively, the “Employee Benefit Plans”).(b) Except as set forth on Schedule 4.11(b), no Seller currently contributes to any “multiemployer plan” within the meaning of Section 4201 ofERISA, and no Seller has incurred any withdrawal liability within the meaning of Section 4201 of ERISA with respect to any multiemployer plan which hasnot been satisfied.(c) With respect to each Employee Benefit Plan, Sellers shall make available to Purchaser within seven (7) days after the Execution Date a trueand correct copy of (i) the most recent annual report (Form 5500), if any, filed with the IRS or the United States Department of Labor, (ii) the plandocument(s) and all amendments thereto, if any, and all summary plan descriptions, summaries of material modifications, and copies or samples of anymaterial administrative documents for such Employee Benefit Plan, and (iii) each trust agreement, group annuity Contract and insurance policy, if any,relating to such Employee Benefit Plan. Each Employee Benefit Plan (A) has been administered in all material respects in accordance with its terms and(B) complies in all material respects in form with, and has been operated and administered in all material respects in accordance with, any and all applicablelaws, including ERISA and the Code. Each Employee Benefit Plan and each trust (in each case including any amendments to such plans) that is intended toqualify under Section 401(a) and 501(a) of the Code is covered by a favorable determination or opinion letter from the IRS that remains in effect on the datehereof, and remains current with respect to any actual or legally required plan amendment for which the applicable remedial amendment period under IRSRevenue Procedure 2007-44 has expired.(d) All contributions and premiums required by Law under any Employee Benefit Plan or by the terms of any Employee Benefit Plan or anyagreement relating thereto have been timely made.(e) With respect to the Employee Benefit Plans, individually and in the aggregate, to Sellers’ Knowledge, no event has occurred that could subjectany Seller or any of its ERISA Affiliates to any material liability under ERISA, the Code or any other applicable Law, including any non-exempt “prohibitedtransaction” (as defined in Section 406 of ERISA and Section 4975(c) of the Code).(f) There are no material Proceedings against any Employee Benefit Plan, the assets of any such plan or against Sellers, the plan administrator, orfiduciary of any Employee Benefit Plan with respect to the operation of any such plan (other than routine benefit claims), 31and, to Sellers’ Knowledge, there are no facts or circumstances which could form the basis for any such Proceedings. To Sellers’ Knowledge, no Seller is indefault with respect to any order, writ, judgment or decree of any court or governmental department, bureau, agency or instrumentality, with respect to anyEmployee Benefit Plan insofar as it relates to any current or former employee.(g) Sellers have at all times complied with the requirements of COBRA and Schedule 4.11(g) lists all of the individuals covered under any healthcare plan of Sellers pursuant to COBRA and the date for each such individual when COBRA coverage began.(h) Except as set forth on Schedule 4.11(h), Sellers have no obligations under any Employee Benefit Plan and/or any collective bargainingagreement to provide health or life insurance benefits to former employees (or their beneficiaries or dependents) for periods after termination of employment,except as specifically required by COBRA or any other applicable state or federal Law.4.12 Environmental Matters. Except as set forth in Schedule 4.12 and except as would not reasonably be expected to result in a Material Adverse Effect,(a) the Acquired Assets are in compliance with all applicable Laws relating to pollution or the protection of the environment or human health and safety as itrelates to Hazardous Materials (“Environmental Laws”); (b) Sellers have obtained and are in compliance with all material Permits that are required pursuant toEnvironmental Laws for the occupation of their facilities and the operation of the Business, and such Permits are in full force and effect; (c) no Seller hasreceived written or oral notice of any Proceeding relating to or arising under Environmental Laws with respect to the Acquired Assets or the Business, nor toSellers’ Knowledge are any of the same being threatened against any Seller; (d) no Seller has received any written or oral notice or report regarding any actualor alleged violation of Environmental Law or any Liabilities, including any investigatory, remedial or corrective Liabilities, relating to any of them or theirfacilities arising under Environmental Laws; (e) no Seller has received any written or oral notice of, or entered into, any obligation, order, settlement,judgment, injunction, or decree involving outstanding requirements, including any investigatory, remedial or corrective Liabilities relating to or arising underEnvironmental Laws; (f) none of the following exists at any property or facility owned or leased by any Seller: (i) under or above-ground storage tanks,(ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surfaceimpoundments, or disposal areas; (g) no Seller has Released any Hazardous Material, into the environment at, onto, or from any property owned or leased byany Seller (and no such property is contaminated by any such substance) which has resulted in or would reasonably be expected to result in Liability forresponse costs, corrective action costs, personal injury, property damage or natural resources damages, or Claims relating to any Environmental Law; and(h) the transactions contemplated hereby will not result in any Liabilities for site investigation or cleanup, or require the consent of any Person, pursuant toany Environmental Laws, including any so-called “transaction-triggered” or “responsible property transfer” requirements.4.13 Insurance. Sellers maintain the insurance policies set forth on Schedule 4.13, which Schedule sets forth all insurance policies covering the property,assets, employees and operations of the Business (including policies providing property, casualty, liability and workers’ compensation coverage). Suchpolicies are in full force and effect. Sellers have paid all premiums on such policies due and payable prior to the Execution Date. 324.14 Financial Statements.(a) Sellers have filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplementsthereto) required to be filed by them with the SEC since January 1, 2011 (all such forms, reports, statements, certificates and other documents filed, sinceJanuary 1, 2011 and prior to the date hereof, collectively, the “SEC Documents”), and Sellers have furnished all reports and other documents (including allexhibits, amendments and supplements thereto) required to be furnished by them with the SEC since January 1, 2011 (all such reports and other documentsfurnished, since January 1, 2011 and prior to the date hereof, collectively, the “Furnished Reports”). As of the date hereof, there are no outstanding orunresolved comments in comment letters received from the SEC staff with respect to the SEC Documents or Furnished Reports. No executive officer of Sellershas failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act with respect to any SEC Documents. None ofthe Sellers nor any of their executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy,completeness or manner of filing of the certifications required by the Sarbanes-Oxley Act and made by its principal executive officer and principal financialofficer.(b) Each of the audited consolidated financial statements included in or incorporated by reference into the SEC Documents (including any relatednotes and schedules) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basisthroughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position ofSS and its Subsidiaries at the respective dates thereof and the results of operations, changes in equity and cash flows. Each of the unaudited condensedconsolidated financial statements included in or incorporated by reference into the SEC Documents (including any related notes) have been prepared inaccordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or may be permitted bythe SEC under the Exchange Act) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of therespective dates thereof and the results of their operations, changes in equity and cash flows for the periods indicated (subject to notes and normal period-endadjustments that will not be material in amount or effect).4.15 No Brokers or Finders. No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by, or acting on behalf of,any of Sellers in connection with the negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement, other than asset forth on Schedule 4.15, the fees and expenses of which Sellers shall bear, is or will be entitled to any brokerage or finder’s or similar fees or othercommissions as a result of this Agreement or such transaction. 334.16 Affiliate Transactions. Except as disclosed in Schedule 4.16, no Affiliate of any Seller (other than any other Seller) (a) is a competitor, creditor,debtor, customer, distributor, supplier or vendor of any Seller, (b) is a party to any Material Contract with any Seller, (c) has any Proceeding against anySeller, (d) has a loan outstanding from any Seller or (e) owns any assets that are used in the Business.4.17 Litigation; Proceedings. Except as set forth on Schedule 4.17, there is no claim, action, suit, Proceeding, complaint, charge, hearing, grievance orarbitration pending or, to Sellers’ Knowledge, threatened against or related to the Business, whether at Law or in equity, whether civil or criminal in nature orby or before any arbitrator or Governmental Authority, nor are there any investigations relating to the Business, pending or, to Sellers’ Knowledge, threatenedby or before any arbitrator or any Governmental Authority, which could reasonably be expected to results in a Material Adverse Effect, and none of theAcquired Assets is subject to any judgment, injunction, order, consent, or decree of any Governmental Authority or any settlement agreement with any Person,which could reasonably be expected to results in a Material Adverse Effect.4.18 Compliance with Laws. Each Seller (i) is and at all times since January 1, 2011 has been in compliance with, is in compliance with and hasoperated the Business in compliance, in all material respects, with all applicable Laws and (ii) holds all material Permits, concessions, grants, licenses,easements, variances, exemptions, consents, orders, franchises, authorizations and approvals of all Governmental Authorities necessary for the lawfulconduct of the Business (except where the absence of which would not reasonably be expected to have a Material Adverse Effect) and is in compliance with allof the foregoing in all material respects. Since January 1, 2011, no Seller has received any written notice or other written communication from anyGovernmental Authority or other Person (i) asserting any violation of, or failure to comply with, any requirement of any Permit or (ii) notifying a Seller of thenon-renewal, revocation or withdrawal of any Permit in each of case (i) or (ii), which would reasonably be expected to result in a Material Adverse Effect.4.19 Accounts Receivable. The accounts receivable reflected on the most recent audited financial statements in the SEC Documents and the accountsreceivable arising after the date thereof (a) have arisen from bona fide transactions entered into by Sellers involving the sale of goods or the rendering of servicesin the ordinary course of business consistent with past practice; and (b) constitute only valid, undisputed claims of Sellers not subject to claims of set-off orother defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. Additionally, thematerial accounts receivable reflected on the most recent audited financial statements in the SEC Document, subject to a reserve for bad debts shown in themost recent audited financial statements included in the SEC Documents, and the material accounts receivable arising after the date thereof, subject to a reservefor bad debts on the accounting records of the Business, are due within 90 days after billing. The reserve for bad debts shown on the most recent auditedfinancial statements included in the SEC Documents or, with respect to accounts receivable arising after the date of such financial statements included in theSEC Documents, on the accounting records of the Business have been determined in accordance with GAAP, consistently applied, subject to normal year-endadjustments and the absence of disclosures normally made in footnotes. 344.20 Inventory. All Inventory of Sellers, whether or not reflected on the most recent audited financial statements included in the SEC Documents,consists of items of a quality useable or saleable in the ordinary course of business, for the purposes for which they are intended, subject to normal andcustomary allowances for damage and obsolescence and assuming sufficient market demand. Sellers do not hold any Inventory on consignment.4.21 Warranties Are Exclusive. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLERS MAKE NO REPRESENTATION ORWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS OR ANY OF THEIR ASSETS (INCLUDINGTHE ACQUIRED ASSETS), LIABILITIES (INCLUDING THE ASSUMED LIABILITIES) OR OPERATIONS, INCLUDING, WITH RESPECT TOMERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY SUCH OTHERREPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.ARTICLE 5REPRESENTATIONS AND WARRANTIES OF PURCHASERPurchaser represents and warrants to Sellers as follows:5.1 Organization. Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the State ofDelaware and has all requisite limited liability company power and authority to own its properties and assets and to conduct its business as now conducted.5.2 Authorization and Validity. Purchaser has, or at the time of execution will have, all necessary limited liability company power and authority toexecute and deliver this Agreement and any Ancillary Agreement to which Purchaser is or will become a party and to perform its obligations hereunder andthereunder. The execution and delivery of this Agreement and any Ancillary Agreement to which Purchaser is or will become a party and the performance ofPurchaser’s obligations hereunder and thereunder have been, or at the time of execution will be, duly authorized by all necessary action by Purchaser. ThisAgreement and each Ancillary Agreement to which Purchaser is or will become a party have been, or at the time of execution will be, duly executed byPurchaser and constitute, or will constitute, when executed and delivered, Purchaser’s valid and binding obligations, enforceable against it in accordance withtheir respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of generalapplicability relating to or affecting creditors’ rights, or by general equity principles, including principles of commercial reasonableness, good faith and fairdealing.5.3 No Conflict or Violation. The execution, delivery and performance by Purchaser of this Agreement and any Ancillary Agreement to which Purchaseris or will become a party do not or will not at the time of execution (a) violate or conflict with any provision of the organizational documents of Purchaser,(b) violate any provision of applicable Law, or any order, writ, injunction, judgment or decree of any Governmental Authority applicable to Purchaser, or (c)violate or result in a breach of or constitute (with due notice or lapse of time, or both) an event of default or default under any Contract to which Purchaser isparty or by which Purchaser is bound or to which any of Purchaser’s properties or assets are subject. 355.4 Consents and Approvals. No consent, waiver, authorization or approval of any Person and no declaration to or filing or registration with anyGovernmental Authority is required in connection with the execution and delivery by Purchaser of this Agreement and each Ancillary Agreement to whichPurchaser is or will become a party or the performance by Purchaser of its obligations hereunder or thereunder, except for applicable requirements under theHSR Act.5.5 No Brokers or Finders. No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by, or acting on behalf of,Purchaser in connection with the negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement is or will beentitled to any brokerage or finder’s or similar fees or other commissions as a result of this Agreement or such transaction.5.6 Financial Wherewithal. Purchaser has, or at the time of Closing will have access to, all assets necessary to pay the Purchase Price pursuant toSection 3.1.5.7 Litigation; Proceedings. As of the date hereof, there is no claim, action, suit, Proceeding, complaint, charge, hearing, grievance or arbitrationpending or, to the Purchaser’s knowledge, threatened against the Purchaser, whether at Law or in equity, whether civil or criminal in nature or by or before anyarbitrator or Governmental Authority, nor are there any investigations relating to the Purchaser pending or, to the Purchaser’s knowledge, threatened by orbefore any arbitrator or any Governmental Authority, which could reasonably be expected to result in a material adverse effect on the Purchaser’s ability toconsummate the transactions contemplated hereby or would reasonably be expected to prevent, restrict or delay the consummation of the transactionscontemplated in this Agreement or the Ancillary Agreements.5.8 As Is Transaction. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDEDIN ARTICLE 4 OF THIS AGREEMENT, THE SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS ORIMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE ACQUIRED ASSETS OR THE BUSINESS. WITHOUT IN ANY WAYLIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES THAT THE SELLERS HAVE NOT GIVEN, WILL NOT BE DEEMED TO HAVEGIVEN AND HEREBY DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULARPURPOSE AS TO ANY PORTION OF THE ASSETS. ACCORDINGLY, PURCHASER SHALL ACCEPT THE ACQUIRED ASSETS AT THECLOSING “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.” 36ARTICLE 6COVENANTS AND OTHER AGREEMENTS6.1 Pre-Closing Covenants of Sellers. Sellers covenant to Purchaser that, during the period from and including the Execution Date through andincluding the Closing Date or the earlier termination of this Agreement:(a) Cooperation. Sellers shall use reasonable best efforts to obtain, and assist Purchaser in obtaining, at no cost to Purchaser (other than CureAmounts payable at or after the Closing), such consents, waivers or approvals of any third party or Governmental Authority required for the consummationof the transactions contemplated hereby, including the sale and assignment of the Acquired Assets. Sellers shall take, or cause to be taken, all commerciallyreasonable actions and do, or cause to be done, all things necessary or appropriate, consistent with applicable Law, to consummate and make effective as soonas possible the transactions contemplated hereby.(b) Access to Records and Properties. Sellers shall (i) provide Purchaser and its Related Persons reasonable access, upon reasonable notice andduring normal business hours, to the Facilities, offices and personnel of Sellers and to the books and records of Sellers, related to the Business or theAcquired Assets as reasonably requested by Purchaser if reasonably necessary to comply with the terms of this Agreement or the Ancillary Agreements or anyapplicable Law; (ii) furnish Purchaser with such financial and operating data and other information with respect to the condition (financial or otherwise),businesses, assets, properties or operations of Sellers related to the Business as Purchaser shall reasonably request; and (iii) permit Purchaser to make suchreasonable inspections and copies thereof as Purchaser may require; provided, however, that (A) any such access shall be conducted in a manner not tounreasonably interfere with the businesses or operations of Sellers or the duties of any Employee, (B) such access or information shall not, based on advice ofcounsel to the Sellers, result in the waiver of any attorney-client privilege and (C) neither Purchaser nor any of its Related Persons shall conduct or cause anyinvasive sampling or testing with respect to the Owned Real Property or the Leased Real Property without the prior written consent of Sellers (in their solediscretion).(c) Notification of Certain Matters. The Sellers shall give written notice to the Purchaser promptly after becoming aware of (i) the occurrence ofany event, which would be likely to cause any condition set forth in Section 9.2 to be unsatisfied in any material respect at any time from the date hereof to theClosing Date or (ii) any notice or other communication from (A) any Person alleging that the consent of such Person is or may be required in connection withany of the transactions contemplated by this Agreement or (B) any Governmental Authority in connection with any of the transactions contemplated by thisAgreement; provided, however, that the delivery of any notice pursuant to this Section 6.1(c) shall not limit or otherwise affect the remedies availablehereunder to the Purchaser. 37(d) Disclosure Schedules and Supplements.(i) Sellers shall provide the disclosure schedules (the “Schedules”) to this Agreement within seven (7) days after the Execution Date.Purchaser shall provide any Schedules for which it is responsible to Sellers within five (5) days after receipt of the Schedules from Sellers.(ii) Sellers shall notify Purchaser of, and shall supplement or amend the Schedules to this Agreement with respect to any matter that makesit necessary to correct any information in the Schedules to this Agreement or in any material representation, warranty or covenant of Sellers that has beenrendered materially inaccurate thereby; provided, however, that the Sellers may not supplement or amend any Schedule which adds or deletes, directlyor indirectly, any asset as an “Acquired Asset” or adds or deletes, directly or indirectly, any Liability as an “Assumed Liability.” Each such notificationand supplementation, to the extent known, shall be made promptly after discovery thereof and no later than three (3) days before the date set for theClosing. The Schedules shall be deemed amended by all such supplements and amendments for all purposes (except for purposes of determiningwhether the conditions set forth in Section 9.2(a) of this Agreement have been satisfied), unless within ten (10) days from the receipt of such supplementor amendment Purchaser provides notice in good faith that the facts described in such supplement or amendment would reasonably be expected to have aMaterial Adverse Effect on the Acquired Assets or the Business.(e) Conduct of Business Prior to Closing. From the Execution Date through the Closing Date or the earlier termination of this Agreement, except asexpressly contemplated by this Agreement or with Purchaser’s prior written consent, and except for any limitations directly imposed on Sellers as a result of,and related to, their status as debtors-in-possession in the Bankruptcy Cases, and except to the extent expressly required or permitted under the DIP CreditAgreement, the Bankruptcy Code, other applicable Law or any ruling or order of the Bankruptcy Court:(i) Sellers shall not take any action that would reasonably be expected to result in an Event of Default (as defined therein) under the DIPCredit Agreement;(ii) Sellers shall not directly or indirectly sell or otherwise transfer, or offer, agree or commit (in writing or otherwise) to sell or otherwisetransfer, any of the Acquired Assets other than (A) the sale of inventory in the ordinary course of business, (B) the use of cash collateral in accordancewith the DIP Credit Agreement or the DIP Orders or (C) pursuant to any Alternate Transaction entered into in accordance with the Bidding ProceduresOrder and subsequently approved by the Bankruptcy Court;(iii) Sellers shall not permit, offer, agree or commit (in writing or otherwise) to permit, any of the Acquired Assets to become subject,directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, Liens granted in connection with the DIP CreditAgreement and Liens set forth on Schedule 4.5;(iv) Sellers shall notify Purchaser promptly in writing of any Material Adverse Effect; 38(v) Sellers shall not (1) increase the annual level of compensation payable or to become payable by Sellers to any of their directors orEmployees, other than increases in the ordinary course of business to an Employee with a base salary of less than $100,000 per year, (2) grant, orestablish or modify any targets, goals, pools or similar provisions in respect of, any bonus, benefit or other direct or indirect compensation to or for anydirector or Employee, or increase the coverage or benefits available under any (or create any new) Employee Benefit Plan, or (3) enter into anyemployment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which any Seller isa party or involving a director or Employee of Sellers, except, in each case, as required by Law, or as required by any plans, programs or agreementsexisting on the Execution Date and disclosed on Schedule 4.10(a) or Schedule 4.11(a);(vi) Sellers shall comply in all material respects with all Laws applicable to Sellers or having jurisdiction over the Business or anyAcquired Asset;(vii) Sellers shall not (1) enter into any Contract (other than in the ordinary course of business) that would constitute a Material Contract, ifin effect on the Execution Date or (2) assume, amend, modify or terminate any Material Contract to which any Seller is a party or by which any Seller isbound and that is used in or related to the Business or the Acquired Assets (including any Assigned Contract), or fail to exercise any renewal right withrespect to any Material Contract (including any Real Property Lease) that by its terms would otherwise expire;(viii) Sellers shall not cancel or compromise any material debt or claim or waive or release any right of Sellers that constitutes an AcquiredAsset;(ix) Sellers shall not enter into any commitment for capital expenditures, except pursuant to the Budget;(x) Sellers shall not assign, sublet, pledge, encumber, terminate (other than those Real Property Leases that will terminate by their terms),amend or modify in any manner any Real Property Lease or Owned Real Property;(xi) Subject to the impact of the Bankruptcy Cases on the Business, Sellers shall use reasonable best efforts to (1) conduct the Business insubstantially the same manner as conducted as of the Execution Date only in the ordinary course, (2) preserve the existing business organization andmanagement of the Business intact, (3) keep available the services of the Employees, to the extent reasonably feasible, and (4) maintain the existingrelations with customers, distributors, suppliers, creditors, business partners, employees and others having business dealings with the Business, to theextent reasonably feasible;(xii) Sellers shall use best efforts to pay all accounts payable and collect all Accounts Receivable only in the ordinary course of business; 39(xiii) Sellers shall at all times maintain all of the tangible Acquired Assets, used, held for use or useful in the conduct of the Business andkeep the same in good repair, working order and condition (taking into consideration ordinary wear and tear) and from time to time make, or cause to bemade, all necessary or appropriate repairs, replacements and improvements thereto consistent with past practice;(xiv) Sellers file all material Tax Returns and pay or deposit all material Taxes on a timely basis and in accordance with past practice;(xv) No Seller shall make or change any election, change an annual accounting period, adopt or change any accounting method, file anyamended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to any Seller, surrender any right to claim a refund ofTaxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to any Seller, or take any othersimilar action relating to the filing of any Tax Return or the payment of any Tax; and(xvi) Sellers shall not take, or agree, commit or offer (in writing or otherwise) to take, any actions in violation of the foregoing.6.2 Pre-Closing Covenants of Purchaser. Purchaser covenants to Sellers that, during the period from the Execution Date through and including theClosing or the earlier termination of this Agreement, Purchaser shall take, or cause to be taken, all commercially reasonable actions and to do, or cause to bedone, all things necessary or appropriate, consistent with applicable Law, to consummate and make effective as soon as possible the transactionscontemplated hereby; provided that the foregoing shall not require Purchaser to participate as a bidder in the Auction.6.3 Antitrust Notification. If required, Sellers and Purchaser shall use their reasonable best efforts to promptly obtain any clearance required under theHSR Act for the consummation of this Agreement and the transactions contemplated hereby and shall keep each other apprised of the status of anycommunications with, and any inquiries or requests for additional information from, the United States Federal Trade Commission and the United StatesDepartment of Justice and shall comply promptly with any such inquiry or request. If required, the parties hereto commit to instruct their respective counsel tocooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, theexpiration of the applicable HSR Act waiting period at the earliest practicable date. Said reasonable best efforts and cooperation include counsel’s undertaking(i) to keep each other appropriately informed of communications from and to personnel of the reviewing antitrust authority, and (ii) to confer with each otherregarding appropriate contacts with and response to personnel of said antitrust authority.6.4 Transfer of Permits; Surety Bonds. 40(a) Permits. Except for those Permits that are not transferable by Law, Sellers shall use reasonable best efforts to cause the issuance or transfer ofall Permits included in the Acquired Assets to Purchaser on or before the Closing Date. Sellers shall give and make all notices and reports Sellers are requiredto make to the appropriate Governmental Authorities and other Persons with respect to the Permits that may be necessary for the sale of the Acquired Assets toPurchaser at the Closing.(b) Surety Bond Obligations. Both prior to and after the Closing Date, Sellers shall use reasonable best efforts to (i) cooperate with Purchaser tocause the transfer, if practicable, by the issuers of the surety bonds, performance bonds and other instruments listed on Schedule 4.4(b) and any such suretybonds, performance bonds and other similar instruments entered into by Sellers between the Execution Date and the Closing Date (the “Surety Bonds”) for thebenefit of Purchaser to support the beneficiaries of such Surety Bonds as customers or proposed customers of Purchaser after the Closing Date together withany existing letters of credit, security deposits and cash collateral securing or provided by the Sellers as credit support for the Surety Bonds, or (ii) cooperatewith Purchaser to provide the beneficiaries of each Surety Bond with replacement or substitute surety bonds and to facilitate the transfer of any existing lettersof credit, security deposits and cash collateral for the existing Surety Bonds to the issuer of such replacement or substitute surety bonds for the benefit ofPurchaser.6.5 Employment Covenants and Other Undertakings.(a) Employment. Purchaser shall offer to employ, on such terms and conditions of employment as determined by Purchaser in its sole discretion,substantially all of the Employees of Sellers. Only Employees of Sellers who are offered and then accept such offer of employment with Purchaser will becomea Purchaser Employee after the Closing. Notwithstanding the foregoing, nothing in this Agreement will, after the Closing Date, impose on Purchaser anyobligation to retain any Purchaser Employee in its employment. Except as described in the remaining sentences of this Section 6.5, the employment of eachsuch Purchaser Employee with Purchaser will commence immediately after the Closing. In the case of any individual who is offered employment by Purchaserand accepts such offer, but who is absent from active employment and receiving short-term disability or workers’ compensation benefits, the employment ofany such individual with Purchaser would commence upon his or her return to active work, and such individual would become an Purchaser Employee as ofsuch date. Purchaser Employees will be given full credit for years of service with any Seller for purposes of any employee benefit plan, program, policy orarrangement of Purchaser to the same extent and purpose as such service was taken into account by such Seller immediately prior to the Closing Date andcredit Purchaser Employees for any earned or accrued paid time off.(b) Other Obligations. Except as otherwise required by Law, specified in this Agreement, or otherwise agreed in writing by Purchaser or itsAffiliates, neither Purchaser nor its Affiliates shall be obligated to provide any severance, separation pay, or other payments or benefits, including any keyemployee retention payments, to any Employee on account of any termination of such Employee’s employment on or before the Closing Date, and suchbenefits (if any) shall remain obligations of Sellers. 41(c) Forms W-2 and W-4. Sellers and Purchaser shall adopt the “standard procedure” for preparing and filing IRS Forms W-2 (Wage and TaxStatements) and Forms W-4 (Employee’s Withholding Allowance Certificate) regarding the Purchaser Employees. Under this procedure established by RevenueProcedure 2004-53, Sellers (so long as they remain in existence) shall keep on file all IRS Forms W-4 provided by the Purchaser Employees for the periodrequired by applicable Law concerning record retention and Purchasers will obtain new IRS Forms W-4 with respect to each Purchaser Employee.(d) No Right to Continued Employment. Nothing contained in this Agreement shall confer upon any Purchaser Employee any right with respect tocontinuance of employment by Purchaser, nor shall anything herein interfere with the right of Purchaser to terminate the employment of any PurchaserEmployees at any time, with or without notice, or restrict Purchaser, in the exercise of its business judgment in modifying any of the terms or conditions ofemployment of the Purchaser Employees after the Closing.(e) Employee Communications. Prior to making any written or oral communications to the Employees pertaining to their employment,termination, compensation, benefit or other terms and conditions of employment that are affected by the transactions contemplated by this Agreement, Sellersshall consult with Purchaser and provide Purchaser with a copy of the intended communication.(f) Employee Benefit Plans. As of the Closing, all of the Purchaser Employees will cease participation in any of the Employee Benefit Plans thatsuch Purchaser Employees participated in immediately prior to the Closing that are not Assumed Plans. In accordance with Treasury RegulationSection 54.4980B-9 Q&A-7, as of the Closing Date, Purchaser will assume all liability for providing and administering all required notices and benefitsunder Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA (usually referred to as “COBRA”) to all current and former employees of Sellers(including Purchaser Employees). Prior to the Closing Date, Sellers shall provide to Purchaser detailed information reasonably requested by Purchaser(including all pertinent information concerning individuals who have elected or continue to have a right to elect COBRA continuation coverage and/or anyCOBRA subsidy pursuant to the American Recovery and Reinvestment Act of 2009) sufficient to enable Purchaser to carry out its obligations under thisSection 6.5(f). Sellers will have no COBRA Liability to such current and former employees after the Closing Date, except with respect to any violations ofLaw that occurred prior to the Closing Date.(g) Assumed Plans. Purchaser shall notify Sellers in writing no later than two (2) Business Days prior to the Closing as to which EmployeeBenefit Plans Purchaser shall adopt and assume, if any (the “Assumed Plans”). With respect to each Assumed Plan, Purchaser or, any entity designated byPurchaser, will be substituted for the applicable Seller as the plan sponsor under any such Assumed Plan and Purchaser shall have all rights of such Sellerthereunder, including full authority to maintain, amend or terminate any such Assumed Plan at any time, in Purchaser’s sole discretion. Sellers agree tocooperate with Purchaser in adopting and effectuating any plan amendments to the Assumed Plans reasonably requested by Purchaser, so long as suchamendments are effective as of, or after, the Closing Date and are consistent with applicable Law and other agreements under which Sellers are obligated. Theparties agree to cooperate in all respects and take any actions necessary to implement the assumption by Purchaser of the Assumed Plans. Before, or as soon asadministratively practicable after, the 42Closing, Sellers will provide Purchaser with (i) all records concerning participation, vesting, accrual of benefits, payment of benefits, and election forms ofbenefits under each Assumed Plan, and (ii) any other information reasonably requested by Purchaser as necessary or appropriate for the administration ofeach Assumed Plan, each subject to the provision of consent by any Purchaser Employee to the extent and in the manner required by Law. Purchaser willmake all required filings or reports with or to the IRS, or any other governmental agency, and the participants and their beneficiaries with respect to eachAssumed Plan on a timely basis for all plan years ending before, on or after the Closing Date or as may be required with respect to such Assumed Plan,provided the initial deadline for such filing or report is after the Closing Date. All parties recognize that a reasonable transition period may be necessary afterthe Closing Date and prior to Purchaser’s implementation of its assumption of the Assumed Plans before full compliance with this Section 6.5 is achieved,during which some or all of the Purchaser Employees and other participants and beneficiaries of the Assumed Plans may not be able to (i) make (andPurchaser may not be able to process) elective deferral contributions, loan repayments, investment changes, distribution requests, benefit payment requests orreimbursement requests or (ii) exercise or enjoy other rights or features of the Assumed Plans, and that during such transition period Purchaser shall not beconsidered to be in violation of this Section 6.5. Notwithstanding the foregoing, Purchaser shall not assume or succeed to any of Sellers’ past, current orfuture Liabilities (including any withdrawal liability, termination liability or mass withdrawal liability) with respect to any multiemployer plan to which anySeller or any ERISA Affiliate contributes or has ever contributed.(h) Compliance with WARN Act. With respect to the Employees, Sellers will have full responsibility under the WARN Act caused by any actionof Sellers. Sellers shall be responsible for all WARN Act Liabilities relating to the periods prior to and on the Closing Date, including any such Liabilities thatresult from Employees’ separation of employment from Sellers and/or Employees not becoming Purchaser Employees pursuant to this Section 6.5.(i) Successor Employer Status. Sellers shall provide Purchaser with all necessary records and documentation required by Purchaser as a“successor employer” within the meaning of Sections 3121 and 3306 of the Code.6.6 Exclusivity. For the period beginning on the Execution Date until the date of the Bankruptcy Court’s approval and entry of the Bidding ProceduresOrder, Sellers and their respective Affiliates and Related Persons shall not, directly or indirectly, (i) solicit, initiate discussions with or engage in negotiationswith any Person (whether such negotiations are initiated by Sellers or otherwise), other than Purchaser and its Affiliates, relating to the acquisition of any of theAcquired Assets (other than sales of inventory and dispositions of assets, in each case in the ordinary course of business), whether by way of purchase ofequity or assets or otherwise (a “Potential Transaction”); or (ii) enter into an agreement, letter of intent or similar document (whether or not binding) with anyPerson, other than Purchaser or its Affiliates, providing for or relating to any Potential Transaction. If Sellers or their respective Affiliates or Related Personsreceive an inquiry, offer or proposal relating to any of the above (unsolicited or otherwise), Sellers shall immediately notify Purchaser in writing. Upon theexecution and delivery of this Agreement, Sellers and their respective Affiliates and Related Persons shall immediately cease all discussions, negotiations andcommunications with all other Persons regarding any Potential Transaction until entry of the Bid Procedures Order. 436.7 Casualty. Notwithstanding any provision in this Agreement to the contrary, if, before the Closing, all or any portion of the Acquired Assets is(a) condemned or taken by eminent domain, or (b) a material portion is damaged or destroyed by fire or other casualty, Sellers shall notify Purchaser promptlyin writing of such fact, and (i) in the case of condemnation or taking, Sellers shall assign or pay, as the case may be, any proceeds thereof to Purchaser at theClosing, and (ii) in the case of fire or other casualty, Sellers shall, at the option of Purchaser, either use any insurance proceeds to restore such damage orassign such insurance proceeds therefrom to the Purchaser at Closing. Notwithstanding the foregoing, the provisions of this Section 6.7 shall not in any waymodify the Purchaser’s other rights under this Agreement, including any applicable right to terminate the Agreement if any condemnation, taking, damage orother destruction resulted in a Material Adverse Effect.6.8 Name Change. Within ten (10) days after the Closing Date, Sellers and their Subsidiaries shall take such corporate and other actions necessary tochange their corporate and company names to ones that are not similar to, or confusing with, their current names, including any necessary filings required byapplicable Law.6.9 Release of Claims. At the Closing, Sellers shall provide a release of all rights, claims or causes of action of Sellers arising under Chapter 5 of theBankruptcy Code.6.10 Transition Services. The Parties shall cooperate with each other, and shall use their reasonable best efforts to cause their respective Related Personsto cooperate with each other, to provide an orderly transition of the Business from Sellers to Purchaser and to minimize the disruption to the Business resultingfrom the transactions contemplated hereby as requested by any Party, including facilitating the transition of the business relationship with Regents of theUniversity of California acting on behalf of its Lawrence Hall of Science in respect of the FOSS contracts and other key partner/client relationships.6.11 Alternate Transactions. Subject to Section 11.3, nothing in this Agreement shall restrict Sellers’ right to pursue one or more Alternate Transactions,including marketing Sellers’ assets or providing due diligence materials, solely to the extent permitted by the Bidding Procedures Order.6.12 Post-Closing Access. On and after the Closing Date, upon reasonable advance notice, Purchaser will afford promptly to Sellers (and theirsuccessors and assigns) and their counsel, advisors and other agents reasonable access during normal business hours to Purchaser’s properties, books,records, employees, auditors and counsel to the extent necessary for financial reporting and accounting matters, employee benefits matters, the preparation andfiling of any Tax returns, reports or forms, the defense of any Tax audit, Claim or assessment, the reconciliation of Claims in the Bankruptcy Cases, topermit Sellers to determine any matter relating to its rights and obligations hereunder, or in connection with addressing any other issues arising in connectionwith or relating to the Bankruptcy Cases; provided, however, that any such access by Sellers shall not unreasonably interfere with the conduct of thebusiness of Purchaser; 44provided, further, that, subject to applicable Law, Purchaser may destroy materials relating to the Purchased assets and Business after the two yearanniversary of Closing provided that it gives written notice to Sellers, to the extent that Sellers are still in existence, with respect to its intent to do so and givesSellers the opportunity to make copies of the same prior to destruction thereof.6.13 Purchaser Financing Cooperation. From the Execution Date through and including the Closing or the earlier termination of this Agreement, Sellersshall use their reasonable best efforts to, and shall cause their officers, employees and other representatives to use their respective reasonable best efforts toassist Purchaser in obtaining any financing necessary to fund the Business after the Closing, including by taking the following actions: (i) make seniormanagement, representatives and advisors of Sellers reasonably available for meetings and due diligence sessions with prospective financing sources,(ii) cooperate with prospective lenders, placement agents, initial purchasers and their respective advisors in performing their due diligence, and (iii) assistPurchaser in procuring credit agreements, hedging arrangements, notes, mortgages, pledge and security documents, landlord waivers, estoppels, consents,and approvals and other definitive financing documents or other requested certificates or documents (including solvency certificates to the extent required), itbeing understood that in no event shall Sellers be obligated or required to execute any such document. Nothing in this Section 6.13 shall require suchcooperation from Sellers to the extent it would unreasonably interfere with the ongoing operations of Sellers.ARTICLE 7TAXES7.1 Tax Matters.(a) Purchaser and the Sellers agree that the Purchase Price is exclusive of any Transfer Taxes. Purchaser shall promptly pay directly to theappropriate Tax Authority all applicable Transfer Taxes that may be imposed upon or payable or collectible or incurred in connection with this Agreement orthe transactions contemplated herein, or that may be imposed upon or payable or collectible or incurred in connection with the transactions contemplated bythis Agreement.(b) In the event that Sellers elect to file a plan of reorganization or liquidation in conjunction with the transactions contemplated by this Agreement,Purchaser and Sellers covenant and agree that they will use their reasonable best efforts to obtain an order from the Bankruptcy Court pursuant to section1146 of the Bankruptcy Code exempting, to the maximum extent possible, the Transfer of the Acquired Assets from Sellers to Purchaser from any and allTransfer Taxes. To the extent the transactions contemplated by this Agreement or any portion of the transactions contemplated by this Agreement are not exemptfrom Transfer Taxes under section 1146 of the Bankruptcy Code, Purchaser shall be responsible for and shall pay all Transfer Taxes in accordance withSection 7.1. Purchaser and Sellers shall cooperate in providing each other with any appropriate certification and other similar documentation relating toexemption from Transfer Taxes (including any appropriate resale exemption certifications), as provided under applicable Law. 45(c) Purchaser and Sellers agree to furnish, or cause their Affiliates to furnish, to each other, upon request, as promptly as practicable, suchinformation and assistance relating to the Acquired Assets or the Business (including access to books and records) as is reasonably necessary for the filing ofall Tax Returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of anyclaim, suit or proceeding relating to any Tax Return. Purchaser and Sellers shall cooperate, and cause their Affiliates to cooperate, with each other in theconduct of any audit or other proceeding related to Taxes and each shall execute and deliver such powers of attorney and other documents as are reasonablynecessary to carry out the intent of this Section 7.1(c). Purchaser and Sellers shall provide, or cause their Affiliates to provide, timely notice to each other inwriting of any pending or threatened tax audits, assessments or litigation with respect to the Acquired Assets or the Business for any taxable period for whichthe other party may have liability under this Agreement. Purchaser and Sellers shall furnish, or cause their respective Affiliates to furnish, to each other copiesof all correspondence received from any taxing authority in connection with any tax audit or information request with respect to any taxable period for whichthe other party or its Affiliates may have liability under this Agreement.(d) Real and personal property Taxes and assessments, and all rents, utilities and other charges, on the Acquired Assets for any taxable periodcommencing on or prior to the Closing Date and ending after the Closing Date (the “Straddle Period Property Tax”) shall be prorated on a per diem basisbetween Purchaser and Sellers as of the Closing Date; provided, however, that Sellers shall not be responsible for, or benefit from, any increased or decreasedassessments on real or personal property resulting from the transactions contemplated hereby. All such prorations of Straddle Period Property Taxes shall beallocated so that items relating to time periods ending on or prior to the Closing Date shall be allocated to Sellers and items relating to time periods beginningafter the Closing Date shall be allocated to Purchaser. The amount of all such prorations shall be settled and paid on the Closing Date. If any of the rates for theStraddle Period Property Taxes for any taxable period commencing on or prior to the Closing Date and ending after the Closing Date are not established by theClosing Date, the prorations shall be made on the basis of such rates in effect for the preceding taxable period. The apportioned obligations under thisSection 7.1(d) shall be shall be timely paid and all applicable filings made in the same manner as set forth for the apportioned Transfer Taxes inSection 7.1(a) and 7.1(b).7.2 Waiver of Bulk Sales Laws. To the greatest extent permitted by applicable Law, Purchaser and Sellers hereby waive compliance by Purchaser andSellers with the terms of any bulk sales or similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement.Purchaser shall indemnify Sellers from and hold Sellers harmless from and against any Liabilities, damages, costs and expenses (including reasonableattorneys’ fees) resulting from or arising out of (i) the parties’ failure to comply with any such bulk sales Laws in respect of the transactions contemplated bythis Agreement or (ii) any action brought or levy made as a result thereof. The Sale Order shall exempt Sellers and Purchaser from compliance with any suchLaws. 46ARTICLE 8BANKRUPTCY COURT MATTERS8.1 Sale Motion. Sellers shall file with the Bankruptcy Court on the Petition Date, a motion or motions (the “Sale Motion”) seeking the BankruptcyCourt’s approval of the Bidding Procedures Order (which shall include a provision permitting payment of the Expense Reimbursement in accordance with thisAgreement) and the Sale Order. Sellers shall affix or submit to the Court a true, correct and complete copy of this Agreement to the Sale Motion filed with theBankruptcy Court. The Sale Motion shall request, among other things, (i) the scheduling of the date for the Auction to be commenced no later than March 25,2013, and the date for the Sale Hearing to be not more than two (2) Business Days after the Auction, (ii) the entry of the Bidding Procedures Order attached asExhibit C and (iii) the entry of the Sale Order attached as Exhibit B.8.2 Sale Order. Sellers shall use reasonable best efforts to obtain entry of the Sale Order approving the transactions contemplated by this Agreement andsuch Sale Order shall be in form and substance satisfactory to Purchaser in its sole discretion granting, among other things, that (i) such sale shall be, to thefullest extent permitted by the Bankruptcy Code, pursuant to Sections 105, 363(b) and 363(f) of the Bankruptcy Code, free and clear of all Claims, Liensand Liabilities, other than Permitted Liens and Assumed Liabilities; (ii) all Contracts required to be assumed by Sellers and assigned to Purchaser are soassumed and assigned free and clear of all Claims, Liens and Liabilities, other than Permitted Liens and Assumed Liabilities, to the fullest extent permitted bySection 365 of the Bankruptcy Code; (iii) Purchaser is deemed to have purchased the Acquired Assets in good faith pursuant to Section 363(m) of theBankruptcy Code; and (iv) Sellers are authorized and directed to execute, upon request by Purchaser, one or more assignments in form, substance, andnumber reasonably acceptable to Purchaser, evidencing the conveyance of the Acquired Assets to Purchaser and/or its Designees.8.3 Procedure. Subject to its obligations as a debtor-in-possession, Sellers shall promptly make any filings, take all actions and use reasonable bestefforts to obtain any and all relief from the Bankruptcy Court that is necessary or appropriate to consummate the transactions contemplated by this Agreementand the Ancillary Agreements. Sellers shall provide Purchaser with drafts of any and all pleadings and proposed orders to be filed or submitted in connectionwith this Agreement for Purchaser’s prior review and comment and shall cooperate with Purchaser to make reasonable changes. Sellers agree to diligentlyprosecute the entry of the Bidding Procedures Order and the Sale Order. In the event the entry of the Bidding Procedures Order or the Sale Order shall beappealed, Sellers shall use their reasonable best efforts to defend such appeal. Notwithstanding the foregoing, any resulting changes to this Agreement or anyAncillary Agreement or any resulting changes to the Orders shall be subject to Purchaser’s approval in its sole discretion.8.4 Purchaser Protections. Sellers shall pay to Purchaser the Expense Reimbursement pursuant to the terms and conditions set forth in Section 11.3. 47ARTICLE 9CONDITIONS PRECEDENT TO PERFORMANCE BY THE PARTIES9.1 Conditions Precedent to Performance by Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement is subjectto the fulfillment, at or before the Closing, of the following conditions, any one or more of which (other than the conditions contained in Section 9.1(c) andSection 9.1(d)) may be waived by Sellers, in their sole discretion:(a) Representations and Warranties of Purchaser. The representations and warranties of Purchaser made in this Agreement that are qualified by amateriality standard, in each case, shall be true and correct in all respects on and as of the Closing Date (except for any such representation or warranty ofPurchaser made as of a specific date, which shall be true and correct in all respects as of such specific date), and the representations and warranties ofPurchaser made in this Agreement that are not qualified by a materiality standard, in each case, shall be true and correct in all material respects on and as ofthe Closing Date (except for any such representation or warranty of Purchaser made as of a specific date, which shall be true and correct in all materialrespects as of such specific date).(b) Performance of the Obligations of Purchaser. Purchaser shall have performed in all material respects all obligations required under thisAgreement or any Ancillary Agreement to which it is party that are to be performed by it at or before the Closing (except with respect to (i) the obligation to paythe Purchase Price in accordance with the terms of this Agreement (which shall be paid at the Closing) and (ii) any obligations qualified by a materialitystandard, which obligations shall be performed in all respects as required under this Agreement).(c) Bankruptcy Court Approval. The Sale Order shall have been entered by the Bankruptcy Court, shall not have been modified, amended,rescinded or vacated in any respect and shall not be subject to a stay.(d) No Violation of Orders. No preliminary or permanent injunction or other order of any Governmental Authority or Law that prevents theconsummation of the transactions contemplated hereby shall be in effect.(e) Bidding Procedures Order. The Bidding Procedures Order shall have been entered by the Bankruptcy Court, shall not have been modified,amended, rescinded or vacated in any respect and shall not be subject to a stay.(f) Assumption and Assignment of Contracts. Subject to Section 2.5, the Assigned Contracts designated hereunder as Assigned Contracts shallbe so assumed and assigned to Purchaser by order of the Bankruptcy Court.(g) HSR. To the extent applicable, all waiting periods under the HSR Act applicable to this Agreement shall have expired or been terminated.(h) Deliveries. Purchaser shall have made the deliveries referenced in Section 10.3. 489.2 Conditions Precedent to the Performance by Purchaser. The obligations of Purchaser to consummate the transactions contemplated by thisAgreement are subject to the fulfillment, at or before the Closing, of the following conditions, any one or more of which (other than the conditions contained inSection 9.2(c), Section 9.2(d) and Section 9.2(e), except as expressly provided therein) may be waived by Purchaser, in its sole discretion:(a) Representations and Warranties of Sellers. The representations and warranties of Sellers made in this Agreement that are qualified by amateriality standard, in each case, shall be true and correct in all respects on and as of the Closing Date (except for any such representation or warranty ofPurchaser made as of a specific date, which shall be true and correct in all respects as of such specific date), and the representations and warranties of Sellersmade in this Agreement that are not qualified by a materiality standard, in each case, shall be true and correct in all material respects on and as of the ClosingDate (except for any such representation or warranty of Purchaser made as of a specific date, which shall be true and correct in all material respects as of suchspecific date).(b) Performance of the Obligations of Sellers. Sellers shall have performed in all material respects all obligations required under this Agreement orany Ancillary Agreement to which each of them is party that are to be performed by them at or before the Closing (except with respect to any obligationsqualified by a materiality standard, which obligations shall be performed in all respects as required under this Agreement).(c) DIP Orders. The DIP Orders shall be in full force and effect, shall not be the subject of a pending appeal and shall not have been stayed,vacated, modified or supplemented without the prior written consent of Purchaser.(d) Bankruptcy Court Approval. The Sale Order shall have been entered in form and substance reasonably acceptable to Purchaser by theBankruptcy Court, shall not have been modified, amended, rescinded or vacated in any respect and shall not be subject to a stay.(e) No Violation of Orders. No preliminary or permanent injunction or other order of any Governmental Authority or Law that prevents theconsummation of the transactions contemplated hereby shall be in effect.(f) Bidding Procedures Order. The Bidding Procedures Order shall have been entered by the Bankruptcy Court, shall not have been modified,amended, rescinded or vacated in any respect and shall not be subject to a stay.(g) Material Adverse Effect. There shall not have occurred a Material Adverse Effect.(h) Assumption and Assignment of Contracts. Subject to Section 2.5, the Assigned Contracts designated hereunder as Assigned Contracts shallbe so assumed and assigned to Purchaser by order of the Bankruptcy Court reasonably satisfactory to Purchaser.(i) HSR. To the extent applicable, all waiting periods under the HSR Act applicable to this Agreement shall have expired or been terminated. 49(j) Consents and Approvals. All consents and approvals listed on Schedule 9.2(j) or waivers thereof shall have been obtained.(k) Deliveries. Sellers shall have made the deliveries referenced in Section 10.2.ARTICLE 10CLOSING AND DELIVERIES10.1 Closing. The consummation and effectuation of the transactions contemplated hereby pursuant to the terms and conditions of this Agreement (the“Closing”) shall be held two (2) Business Days after the date that all conditions to the parties’ obligations to consummate the transactions contemplated hereinhave been satisfied (the “Closing Date”) (except for closing conditions that by their terms can only be satisfied on the Closing Date) or, if applicable, waivedby the appropriate party or parties, at 10:00 a.m., local time, at the offices of Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, NewYork 10036, or on such other date or at such other place and time as may be mutually agreed to in writing by the parties. All proceedings to be taken and alldocuments to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shallbe deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.10.2 Sellers’ Deliveries. At the Closing:(a) the sale, transfer, assignment, conveyance and delivery by Sellers of the Acquired Assets to Purchaser shall be effected by the execution anddelivery by Sellers of (i) the Bill of Sale, (ii) the Assignment and Assumption Agreement and (iii) such other Ancillary Agreements (including additional billsof sale, endorsements, assignments and other instruments of transfer and conveyance) as requested by Purchaser in form and substance reasonablysatisfactory to Purchaser;(b) Sellers shall deliver an officer’s certificate, duly executed by an officer of Sellers, certifying the matters set forth in Section 9.2(a) andSection 9.2(b), in form and substance reasonably satisfactory to Purchaser;(c) Each Seller shall deliver a non-foreign affidavit dated as of the Closing Date in form and substance required under Treasury Regulationsissued pursuant to Section 1445 of the Code so that Purchaser is exempt from withholding any portion of the Purchase Price;(d) Sellers shall deliver a certified copy of the Sale Order; and(e) duly executed special warranty deeds (or local equivalent) in customary form and substance reasonably satisfactory to Sellers and Purchaserconveying to Purchaser good and marketable fee title to the Owned Real Property free and clear of all Encumbrances other than Permitted Liens. 5010.3 Purchaser’s Deliveries. At the Closing,(a) Purchaser shall pay the Purchase Price;(b) Purchaser shall deliver an officer’s certificate, duly executed by an officer of Purchaser, certifying the matters set forth in Section 9.1(a) andSection 9.1(b), in form and substance reasonably satisfactory to Sellers;(c) Purchaser shall deliver a release whereby Purchaser and its Affiliates will release Sellers, its Affiliates and all present and former directors,officers, employees, agents and advisors (including legal counsel and financial advisors) of Sellers against any and all Claims, Liabilities, or other obligationsarising prior to the Closing Date, in form and substance reasonably satisfactory to Sellers; and(d) Purchaser shall execute and deliver to Sellers the Assignment and Assumption Agreement.ARTICLE 11TERMINATION11.1 Conditions of Termination. This Agreement may be terminated only in accordance with this Section 11.1. This Agreement may be terminated atany time before the Closing as follows:(a) by mutual written consent of SS and Purchaser;(b) automatically and without any action or notice by either SS to Purchaser, or Purchaser to SS, immediately upon:(i) the issuance of a final and nonappealable order, decree or ruling by a Governmental Authority to restrain, enjoin or otherwise prohibit thetransfer of the Acquired Assets contemplated hereby;(ii) the acceptance by Sellers of an Alternate Transaction if, and only if, Purchaser is not designated as the backup bidder at the completionof the Auction; or(iii) the consummation of an Alternate Transaction.(c) by Purchaser:(i) if the Bankruptcy Court has not entered (a) an interim order with respect to the DIP Credit Agreement within three (3) business days ofthe Petition Date and (b) a final order with respect to the DIP Credit Agreement within twenty-five (25) days of the Petition Date, in each case, (x) whichdate Purchaser may waive or extend in its sole discretion and (y) in form and substance acceptable to Purchaser in its sole discretion; 51(ii) if the Bidding Procedures Order shall not have been entered by February 15, 2013 (or such later date as Purchaser may have designatedin writing to SS);(iii) if the Auction has not commenced by March 25, 2013 (or such later date as Purchaser may have designated in writing to SS);(iv) if the Bankruptcy Court has not entered the Sale Order by March 27, 2013 (or such later date as Purchaser may have designated inwriting to SS);(v) if there has been a material violation or breach by any Seller of any representation, warranty or covenant contained in this Agreementwhich (x) has rendered the satisfaction of any condition to the obligations of Purchaser impossible or is not curable or, if curable, has not been curedwithin ten (10) business days following receipt by Sellers of written notice of such breach from Purchaser, and (y) has not been waived by Purchaser;provided that Purchaser shall not have the right to terminate this Agreement under this Section 11.1(c)(v) if Purchaser is then in material breach of thisAgreement;(vi) if the Closing shall not have occurred by the fifteenth (15) day after the entry of the Sale Order and such failure to close is not causedby or the result of Purchaser’s breach of this Agreement;(vii) if, prior to the Closing Date, Sellers’ Bankruptcy Cases shall be converted into a case under Chapter 7 of the Bankruptcy Code ordismissed, or if a trustee is appointed in the Bankruptcy Cases;(viii) if any Event of Default (as defined in the DIP Credit Agreement) shall have occurred, subject to any applicable cure period, orPurchaser’s obligations under the DIP Credit Agreement are terminated;(ix) if any consent or approval listed on Schedule 9.2(j) has not been obtained (or the receipt thereof has not been waived by Purchaser);(x) if there shall be excluded from the Acquired Assets any Assigned Contract that is not assignable or transferable pursuant to theBankruptcy Code or otherwise without the consent of any Person other than Sellers, to the extent that such consent shall not have been given prior to theClosing and the exclusion of such Assigned Contract would reasonably be expected to have a Material Adverse Effect; or(xi) within five (5) Business Days after delivery thereof, if Purchaser is not satisfied, in its sole discretion, with any disclosure in theSchedules after delivery of the Schedules by Sellers in accordance with Section 6.1(d)(i).(xii) if Sellers disclose, or Purchaser otherwise discovers, the existence of a Material Adverse Effect. 52th(d) by SS, if there has been a material violation or breach by Purchaser of any agreement or any representation or warranty contained in thisAgreement which (A) has rendered the satisfaction of any condition to the obligations of Sellers impossible or is not curable or, if curable, has not been curedwithin ten (10) business days following receipt by Purchaser of written notice of such breach from Sellers, and (B) has not been waived by Sellers; providedthat SS shall not have the right to terminate this Agreement under this Section 11.1(d) if Sellers are then in material breach of this Agreement.11.2 Effect of Termination. In the event of termination pursuant to Section 11.1, this Agreement shall become null and void and have no effect andneither party shall have any Liability to the other (other than those provisions of Article 11 and Article 12 that expressly survive termination or obligations tobe performed on or after the Closing), except that Purchaser or Sellers shall be liable to the other party for any damages suffered by such party on account ofany prior material or willful breach hereof by Purchaser or Sellers, as applicable.11.3 Expense Reimbursement.(a) If this Agreement is terminated pursuant to any provision of Section 11.1 other than Section 11.1(d), then Purchaser shall be deemed to haveearned the Expense Reimbursement. The Expense Reimbursement shall be paid in cash, without further order of the Bankruptcy Court, promptly followingsuch termination.(b) The parties acknowledge that the agreements contained in this Section 11.3 are an integral part of the transactions contemplated by thisAgreement and that without these agreements neither Sellers nor Purchaser would enter into this Agreement.(c) Payments pursuant to this Section 11.3 shall be an administrative expense priority obligation under Section 364(c)(1) of the Bankruptcy Codewith priority over all expenses of the kind specified in Sections 503(b) and 507 of the Bankruptcy Code, subject to any super-priority claims of Sellers’ post-petition lenders, and in all circumstances subject to the rights of the lenders under the ABL Credit Agreements, the Pre-Petition Credit Agreement and the DIPCredit Agreement.ARTICLE 12MISCELLANEOUS12.1 Survival. Except for the provisions of Article 12, no representations, warranties, covenants and agreements of Sellers and Purchaser made in thisAgreement shall survive the Closing Date except where, and only to the extent that, the terms of any such covenant or agreement expressly provide forobligations extending after the Closing. Sellers hereby acknowledge that the obligation to pay the Expense Reimbursement (to the extent due hereunder) shallsurvive the termination of this Agreement, and shall have administrative status against Sellers and their respective estates. 5312.2 Further Assurances. At the request and the sole expense of the requesting party, Purchaser or Sellers, as applicable, shall execute and deliver, orcause to be executed and delivered, such documents as Purchaser or Sellers, as applicable, or their respective counsel may reasonably request to effectuate thepurposes of this Agreement and the Ancillary Agreements. Each party shall use reasonable best efforts to take, or cause to be taken, all other actions and to do,or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactionscontemplated hereby.12.3 Successors and Assigns.(a) In accordance with Section 3.3, Purchaser shall have the right prior to Closing to assign its rights to receive all or any part of the AcquiredAssets and its obligations to assume all or any part of the Assumed Liabilities, in each case, to one or more Designees, provided that no such assignment shallrelieve Purchaser of any of its obligations hereunder.(b) Sellers shall not assign this Agreement or any of their rights or obligations hereunder and any such assignment shall be void and of no effect.This Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the parties hereto, including any trusteeappointed in any of the Bankruptcy Cases or subsequent Chapter 7 cases and Sellers, if the Bankruptcy Cases are dismissed.12.4 Governing Law; Jurisdiction. This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of theState of New York (without giving effect to the principles of conflicts of Law thereof), except to the extent that the Laws of such state are superseded by theBankruptcy Code or other applicable federal Law. For so long as Sellers are subject to the jurisdiction of the Bankruptcy Court, the parties irrevocably elect,as the sole judicial forum for the adjudication of any matters arising under or in connection with the Agreement, and consent to the exclusive jurisdiction of,the Bankruptcy Court. After Sellers are no longer subject to the jurisdiction of the Bankruptcy Court, the parties irrevocably elect, as the sole judicial forumfor the adjudication of any matters arising under or in connection with this Agreement, and consent to the jurisdiction of, any state or federal court havingcompetent jurisdiction in New York.12.5 Expenses. Except as otherwise provided in this Agreement, each of the parties shall pay their own expenses in connection with this Agreement andthe transactions contemplated hereby, including any legal and accounting fees and commissions or finder’s fees, whether or not the transactions contemplatedhereby are consummated. Purchaser shall pay the cost of all surveys, title insurance policies and title reports ordered by Purchaser.12.6 Severability. In the event that any part of this Agreement is declared by any Governmental Authority to be null, void or unenforceable, a suitableand equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid orunenforceable provision, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in fullforce and effect only if, after excluding the portion deemed to be unenforceable and the application of any provision so substituted, the remaining terms shallprovide for the consummation of the transactions contemplated hereby in substantially the same manner as originally set forth at the later of (a) the ExecutionDate and (b) the date this Agreement was last amended. 5412.7 Notices.(a) All notices, requests, demands, consents and other communications under this Agreement shall be in writing and shall be deemed to have beenduly given (i) on the date of service, if served personally on the party to whom notice is to be given; (ii) on the day after delivery to Federal Express or similarovernight courier or the Express Mail service maintained by the United States Postal Service addressed to the party to whom notice is to be given, if served viaFederal Express or similar overnight courier or Express Mail service; (iii) on the date sent by facsimile, with confirmation of transmission, if sent duringnormal business hours of the recipient, if not, then on the next Business Day; or (iv) on the third day after mailing, if mailed to the party to whom notice is tobe given, by first class mail, registered or certified, postage prepaid and properly addressed, to the party as follows: If to Sellers: School Specialty, Inc. W6316 Design Drive Greenville, WI 54942 Attn: Michael P. Lavelle, CEO Fax: (920) 882-5863With a copy to (which shall not constitute notice): Paul, Weiss, Rifkind, Wharton & GarrisonLLP 1285 Avenue of the Americas New York, NY 10019-6064 Attn: Jeffrey Saferstein and Tarun Stewart Fax: (212) 492-0347If to Purchaser: c/o Bayside Finance, LLC 500 Boylston Street 13th Floor Boston, MA 02116 Attn: Jackson Craig Fax: (617) 262-1505With a copy to (which shall not constitute notice): Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 Attn: Michael S. Stamer and Stephen B. Kuhn Fax: (212) 872-1002 55(b) Any party may change its address or facsimile number for the purpose of this Section 12.7 by giving the other parties written notice of its newaddress in the manner set forth above.12.8 Amendments; Waivers. This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties or conditionshereof may be waived, only by a written instrument executed by Purchaser and Sellers, or in the case of a waiver, by the party waiving compliance. Anywaiver by any party of any condition, or of the breach of any provision, term, covenant, representation or warranty contained in this Agreement, in any one ormore instances, shall not be deemed to be or construed as a furthering or continuing waiver of any such condition, or of the breach of any other provision,term, covenant, representation or warranty of this Agreement.12.9 Entire Agreement. This Agreement and the Ancillary Agreements, including all schedules and exhibits hereto and thereto, contain the entireunderstanding between the parties with respect to the transactions contemplated hereby and supersede and replace all prior and contemporaneous agreementsand understandings, oral or written, with regard to such transactions.12.10 Sellers Disclosures. After notice to and consultation with Purchaser, Sellers shall be entitled to disclose, if required by applicable Law or by orderof the Bankruptcy Court, this Agreement and all information provided by Purchaser in connection herewith to the Bankruptcy Court, the United StatesTrustee, parties in interest in the Bankruptcy Cases and other Persons bidding on assets of Sellers. Other than statements made in the Bankruptcy Court (orin pleadings filed therein), Sellers shall not issue (prior to, on or after the Closing) any press release or make any public statement or public communicationwith respect to this Agreement or the transactions contemplated hereby without the prior written consent of Purchaser, which consent shall not be unreasonablywithheld, delayed or conditioned. The foregoing shall not prevent Sellers from publishing the existence or terms of this Agreement (or the Agreement itself) asnecessary in the Sale Motion or otherwise in connection with the Bankruptcy Cases.12.11 Headings. The article and section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation ofthis Agreement.12.12 Electronic Delivery; Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, andany amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any suchcounterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail (any such delivery, an“Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legaleffect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute the originalform of this Agreement and deliver such form to all other parties. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact thatany signature or agreement or instrument was transmitted or communicated through theuse of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defenserelates to lack of authenticity. 5612.13 Waiver of Jury Trial.(a) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION,PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE)ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE,INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION,AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. EACH PARTY HERETOACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT, AND THAT EACH WILLCONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ANDREPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH LEGAL COUNSEL OF ITS OWN CHOOSING, OR HAS HAD ANOPPORTUNITY TO DO SO, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS, HAVING HAD THEOPPORTUNITY TO CONSULT WITH LEGAL COUNSEL.(b) THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THISWAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THISAGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THECOURT WITHOUT A JURY.12.14 Third Party Beneficiaries. No provision of this Agreement (including Section 6.5) is intended to confer upon any Person other than the partieshereto any rights or remedies hereunder.12.15 Specific Performance. Sellers and Purchaser agree that irreparable damage would occur in the event that any of the provisions of this Agreementwere not performed in accordance with their specific terms or were otherwise breached. Accordingly, Sellers and Purchaser shall be entitled to an injunction orinjunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy towhich they are entitled at Law or in equity.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 57IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed by their respective officers thereunto dulyauthorized as of the date first above written. PURCHASER:BAYSIDE SCHOOL SPECIALTY, LLCBy: /s/ Richard Siegel Name: Richard Siegel Its: Authorized Signatory[SIGNATURE PAGE TO AMENDED AND RESTATED ASSET PURCHASE AGREEMENT]SELLERS:SCHOOL SPECIALTY, INC.By: /s/ David N. Vander Ploeg Name: David N. Vander Ploeg Title: CFO and TreasurerCLASSROOMDIRECT.COM, LLCBy: /s/ David N. Vander Ploeg Name: David N. Vander Ploeg Title: Vice President and TreasurerDELTA EDUCATION, LLCBy: /s/ David N. Vander Ploeg Name: David N. Vander Ploeg Title: Vice President and TreasurerSPORTIME, LLCBy: /s/ David N. Vander Ploeg Name: David N. Vander Ploeg Title: Vice President and TreasurerCHILDCRAFT EDUCATION CORP.By: /s/ David N. Vander Ploeg Name: David N. Vander Ploeg Title: Vice President and Treasurer[SIGNATURE PAGE TO AMENDED AND RESTATED ASSET PURCHASE AGREEMENT]SELLERS:BIRD-IN-HAND WOODWORKS, INC.By: /s/ David N. Vander Ploeg Name: David N. Vander Ploeg Title: Vice President and TreasurerCALIFONE INTERNATIONAL, INC.By: /s/ David N. Vander Ploeg Name: David N. Vander Ploeg Title: Vice President and TreasurerPREMIER AGENDAS, INC.By: /s/ David N. Vander Ploeg Name: David N. Vander Ploeg Title: Vice President and TreasurerFREY SCIENTIFIC, INC.By: /s/ David N. Vander Ploeg Name: David N. Vander Ploeg Title: Vice President and TreasurerSAX ARTS & CRAFTS, INC.By: /s/ David N. Vander Ploeg Name: David N. Vander Ploeg Title: Vice President and Treasurer[SIGNATURE PAGE TO AMENDED AND RESTATED ASSET PURCHASE AGREEMENT]Exhibit 10.28 DEBTOR-IN-POSSESSION CREDIT AGREEMENT by and among WELLS FARGO CAPITAL FINANCE, LLCas Administrative Agent,WELLS FARGO CAPITAL FINANCE, LLC and GENERAL ELECTRIC CAPITAL CORPORATION,as Co-Collateral Agents,WELLS FARGO CAPITAL FINANCE, LLC and GE CAPITAL MARKETS, INC.as Co-Lead Arrangers and Joint Book Runners,GENERAL ELECTRIC CAPITAL CORPORATIONas Syndication Agent,THE LENDERS THAT ARE PARTIES HERETOas the Lenders,SCHOOL SPECIALTY, INC.CLASSROOMDIRECT.COM, LLCSPORTIME, LLCDELTA EDUCATION, LLCPREMIER AGENDAS, INC.CHILDCRAFT EDUCATION CORP.BIRD-IN-HAND WOODWORKS, INC.andCALIFONE INTERNATIONAL, INC.as BorrowersDated as of January 31, 2013 TABLE OF CONTENTS Page 1. DEFINITIONS AND CONSTRUCTION 2 1.1. Definitions 2 1.2. Accounting Terms 2 1.3. Code 2 1.4. Construction 2 1.5. Time References 3 1.6. Schedules and Exhibits 4 2. LOANS AND TERMS OF PAYMENT 4 2.1. Revolving Loans 4 2.2. Intentionally Omitted 5 2.3. Borrowing Procedures and Settlements 5 2.4. Payments; Reductions of Commitments; Prepayments 13 2.5. Promise to Pay 18 2.6. Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations 19 2.7. Crediting Payments 20 2.8. Designated Account 21 2.9. Maintenance of Loan Account; Statements of Obligations 21 2.10. Fees 21 2.11. Letters of Credit 22 2.12. LIBOR Option 29 2.13. Capital Requirements 32 2.14. Joint and Several Liability of Borrowers 33 3. CONDITIONS; TERM OF AGREEMENT 35 3.1. Conditions Precedent to the Initial Extension of Credit 35 3.2. Conditions Precedent to all Extensions of Credit 36 3.3. Maturity 36 3.4. Effect of Maturity 36 3.5. Early Termination by Borrowers 37 -i-TABLE OF CONTENTS Page 4. REPRESENTATIONS AND WARRANTIES 37 4.1. Due Organization and Qualification; Subsidiaries 37 4.2. Due Authorization; No Conflict 38 4.3. Governmental Consents 38 4.4. Binding Obligations; Perfected Liens 39 4.5. Title to Assets; No Encumbrances 39 4.6. Litigation 39 4.7. Compliance with Laws 39 4.8. No Material Adverse Effect 40 4.9. No Fraudulent Conveyance 40 4.10. Employee Benefits 40 4.11. Environmental Condition 40 4.12. Complete Disclosure 40 4.13. Patriot Act 41 4.14. Indebtedness 41 4.15. Payment of Taxes 41 4.16. Margin Stock 42 4.17. Governmental Regulation 42 4.18. OFAC 42 4.19. Employee and Labor Matters 42 4.20. Intentionally Omitted 43 4.21. Leases 43 4.22. Eligible Accounts 43 4.23. Eligible Inventory 43 4.24. Location of Inventory 43 4.25. Inventory Records 43 4.26. Other Documents 43 4.27. Matters Relating to Liens and Property Rights 43 4.28. Budget 44 4.29. Financing Order 44 -ii-TABLE OF CONTENTS Page 5. AFFIRMATIVE COVENANTS 44 5.1. Financial Statements, Reports, Certificates 44 5.2. Reporting 44 5.3. Existence 45 5.4. Maintenance of Properties 45 5.5. Taxes 45 5.6. Insurance 45 5.7. Inspection 46 5.8. Compliance with Laws 46 5.9. Environmental 46 5.10. Disclosure Updates 47 5.11. Intentionally omitted 47 5.12. Further Assurances 47 5.13. Chief Restructuring Officer 47 5.14. Location of Inventory 48 5.15. Guarantor Reports 48 5.16. Bankruptcy Transaction Milestones 48 6. NEGATIVE COVENANTS 48 6.1. Indebtedness 48 6.2. Liens 48 6.3. Restrictions on Fundamental Changes 49 6.4. Disposal of Assets 49 6.5. Nature of Business 49 6.6. Prepayments and Amendments 49 6.7. Restricted Payments 50 6.8. Accounting Methods 50 6.9. Investments 50 6.10. Transactions with Affiliates 50 6.11. Use of Proceeds 51 6.12. Limitation on Issuance of Equity Interests 51 6.13. Inventory at Bailees 51 -iii-TABLE OF CONTENTS Page 6.14. Financing Order; Administrative Expense Priority; Payments 52 6.15. Variance Test 52 7. [INTENTIONALLY OMITTED] 54 8. EVENTS OF DEFAULT 54 8.1. Payments 54 8.2. Covenants 54 8.3. Judgments 55 8.4. Existing Loan Documents 55 8.5. Intentionally Omitted 55 8.6. Default Under Other Agreements 55 8.7. Representations, etc. 55 8.8. Guaranty 55 8.9. Security Documents 55 8.10. Loan Documents 56 8.11. Change in Control 56 8.12. Bankruptcy Matters 56 9. RIGHTS AND REMEDIES 58 9.1. Rights and Remedies 58 9.2. Remedies Cumulative 59 10. WAIVERS; INDEMNIFICATION 59 10.1. Demand; Protest; etc. 59 10.2. The Lender Group’s Liability for Collateral 60 10.3. Indemnification 60 11. NOTICES 61 12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION 62 13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS 64 13.1. Assignments and Participations 64 13.2. Successors 68 -iv-TABLE OF CONTENTS Page 14. AMENDMENTS; WAIVERS 68 14.1. Amendments and Waivers 68 14.2. Replacement of Certain Lenders 71 14.3. No Waivers; Cumulative Remedies 72 15. AGENT; THE LENDER GROUP 72 15.1. Appointment and Authorization of Agent 72 15.2. Delegation of Duties 73 15.3. Liability of Agent 73 15.4. Reliance by Agents 74 15.5. Notice of Default or Event of Default 74 15.6. Credit Decision 75 15.7. Costs and Expenses; Indemnification 75 15.8. Agent in Individual Capacity 76 15.9. Successor Agent 77 15.10. Lender in Individual Capacity 77 15.11. Collateral Matters 78 15.12. Restrictions on Actions by Lenders; Sharing of Payments 79 15.13. Agency for Perfection 80 15.14. Payments by Agent to the Lenders 80 15.15. Concerning the Collateral and Related Loan Documents 80 15.16. Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information 81 15.17. Several Obligations; No Liability 82 15.18. Co-Lead Arrangers, Syndication Agent and Joint Book Runners 82 16. WITHHOLDING TAXES 82 16.1. Payments 82 16.2. Exemptions 83 16.3. Reductions 84 16.4. Refunds 85 16.5. Tax Indemnity 85 -v-TABLE OF CONTENTS Page 17. GENERAL PROVISIONS 86 17.1. Effectiveness 86 17.2. Section Headings 86 17.3. Interpretation 86 17.4. Severability of Provisions 86 17.5. Bank Product Providers 86 17.6. Debtor-Creditor Relationship 87 17.7. Counterparts; Electronic Execution 87 17.8. Revival and Reinstatement of Obligations; Certain Waivers 87 17.9. Confidentiality. 88 17.10. Survival 89 17.11. Patriot Act 89 17.12. Integration 90 17.13. Split Lien Intercreditor Agreement 90 17.14. Parent as Agent for Borrowers 90 17.15. Senior Debt 91 -vi-EXHIBITS AND SCHEDULES Exhibit A-1 Form of Assignment and AcceptanceExhibit A-2 ReservedExhibit B-1 Form of Borrowing Base CertificateExhibit B-2 Form of Bank Product Letter AgreementExhibit C-1 Form of Compliance CertificateExhibit L-1 Form of LIBOR NoticeExhibit F-1 Form of Interim OrderSchedule A-1 Agent’s AccountSchedule A-2 Authorized PersonsSchedule C-1 CommitmentsSchedule D-1 Designated AccountSchedule E-1 Eligible Inventory LocationsSchedule E-2 Existing Loan DocumentsSchedule P-1 Permitted InvestmentsSchedule P-2 Permitted LiensSchedule R-1 Real Property CollateralSchedule 2.11 Existing Letters of CreditSchedule 3.1 Conditions PrecedentSchedule 4.1(b) Capitalization of ParentSchedule 4.1(c) Capitalization of Parent’s SubsidiariesSchedule 4.6 LitigationSchedule 4.11 Environmental MattersSchedule 4.14 Permitted IndebtednessSchedule 4.24 Location of InventorySchedule 5.1 Financial Statements, Reports, CertificatesSchedule 5.2 Collateral ReportingSchedule 5.16 MilestonesSchedule 6.4 Permitted DispositionsSchedule 6.5 Nature of Business -vii-DEBTOR-IN-POSSESSION CREDIT AGREEMENTTHIS DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), is entered into as of January 31, 2013, by and among thelenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a“Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, asadministrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO CAPITALFINANCE, LLC, a Delaware limited liability company, and GE CAPITAL MARKETS, INC., a Delaware corporation, as co-lead arrangers (in suchcapacities, together with their successors and assigns in such capacities, the “Co-Lead Arrangers”), WELLS FARGO CAPITAL FINANCE, LLC, aDelaware limited liability company, and GE CAPITAL MARKETS, INC., a Delaware corporation, as joint book runners (in such capacities, together withtheir successors and assigns in such capacities, the “Joint Book Runners”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delawarecorporation, as syndication agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”),WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, and GENERAL ELECTRIC CAPITAL CORPORATION, aDelaware corporation, in their respective capacities as co-collateral agents for the Lenders (in such capacities, together with their successors and assigns insuch capacities, “Co-Collateral Agents”), SCHOOL SPECIALTY, INC., a Wisconsin corporation (“Parent”), CLASSROOMDIRECT.COM, LLC, aDelaware 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”), and CALIFONE INTERNATIONAL, INC., a Delaware corporation (“Califone”; Parent, ClassroomDirect, Sportime, Delta Education,Premier Agendas, Childcraft, Bird-In-Hand and Califone are collectively “Borrowers” and each a “Borrower”).WHEREAS, on January 28, 2013 (the “Filing Date”), Borrowers and Guarantors (other than Select Agendas, Corp.) filed voluntary petitions forrelief under chapter 11 of the Bankruptcy Code (as hereinafter defined) in the United States Bankruptcy Court for the District of Delaware (the “BankruptcyCourt”);WHEREAS, Borrowers are continuing to operate their businesses and manage their properties as debtors-in-possession under Sections 1107 and1108 of the Bankruptcy Code;WHEREAS, Borrowers have requested that Lenders provide a secured revolving credit facility to Borrowers in order to (i) fund the continuedoperation of Borrowers’ businesses as debtor and debtor-in-possession under the Bankruptcy Code and (ii) repay in full the Existing Secured Obligations (ashereinafter defined); and -1-WHEREAS, the Lenders are willing to make available to Borrowers such postpetition loans, other extensions of credit and financialaccommodations upon the terms and subject to the conditions set forth herein.The parties agree as follows:1. DEFINITIONS AND CONSTRUCTION.1.1. Definitions. Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.1.2. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that ifAdministrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Changeoccurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the RequiredLenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such AccountingChange or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement thatare directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Changeconform as nearly as possible to their respective positions prior to such Accounting Change and, until any such amendments have been agreed upon andagreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, theterm “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a relateddefinition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstandinganything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shallbe calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle)permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer toopinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplementalcomment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.1.3. Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwisedefined herein; provided, that to the extent that the Code is used to define any term herein and 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.1.4. Construction. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include thesingular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwiseindicated, the inclusive meaning represented by the phrase -2-“and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other LoanDocument refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or suchother Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments,changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to anyrestrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forthherein). 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 andproperties. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) thepayment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstandingLoans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaidregardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document (including theLetter of Credit Fee and the Unused Line Fee) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit,providing Letter of Credit Collateralization, (c) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing BankProduct Collateralization, (d) the receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand forpayment has been made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expectedto result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agent reasonablydetermines is appropriate to secure such contingent Obligations, (e) the payment or repayment in full in immediately available funds of all other outstandingObligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of theother Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii) any BankProduct Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding withoutbeing required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remainoutstanding without being required to be repaid, and (f) the termination of all of the Commitments of the Lenders. Any reference herein to any Person shall beconstrued to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied bythe transmission of a Record.1.5. Time References. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references to time of day refer toCentral standard time or Central daylight saving time, as in effect in Chicago, Illinois on such day. For purposes of the computation of a period of time from aspecified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to and including”; providedthat, with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any event consist of at least one full day. -3-1.6. Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.2. LOANS AND TERMS OF PAYMENT.2.1. Revolving Loans.(a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, notjointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of:(i) such Lender’s Revolver Commitment, and(ii) such Lender’s Pro Rata Share of an amount equal to the lesser of:(A) the amount equal to (1) the Maximum Revolver Amount less the Availability Reserve less (2) the sum of (y) the Letter of CreditUsage at such time, plus (z) the principal amount of Swing Loans outstanding at such time less (3) the amount of any Reinstated Existing Secured Obligationsless (4) the Existing Secured Obligations then outstanding, and(B) the amount equal to(1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by AdministrativeBorrower to Co-Collateral Agents) less(2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at suchtime less(3) the amount of any Reinstated Existing Secured Obligations less(4) the amount of any Existing Secured Obligations then outstanding.Notwithstanding the foregoing, (x) the aggregate Revolving Loans made during any week shall not exceed (i) for the first two weeksfollowing the Filing Date, 115% of the aggregate uses of cash set forth for such week in the Budget, and (ii) for each full week thereafter, 110% of the aggregateuses of cash set forth for such week in the Budget, (y) the aggregate principal amount of the Revolving Loans at any time outstanding during any week shallnot exceed the projected outstanding Revolving Loans set forth in the Budget for such week and (z) the Revolving Loans shall be used by Borrowers solely asset forth in Section 6.11.(b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at anytime during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shallconstitute Obligations and shall be due and payable on the Maturity Date, the Required Prepayment Date or, if earlier, on the date on which they are declareddue and payable pursuant to the terms of this Agreement. -4-(c) Anything to the contrary in this Section 2.1 notwithstanding, Co-Collateral Agents shall have the right (but not the obligation), in the exerciseof their Permitted Discretion, to establish and increase or decrease or eliminate Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves toaddress the results of any audit or appraisal performed by or on behalf of Co-Collateral Agents from time to time after the Closing Date, Reserves with respectto the Carveout, Reserves with respect to other potential costs and expenses pertaining to the Bankruptcy Cases, Reserves with respect to Other StatutoryLiabilities and other Reserves against the Borrowing Base (or any component thereof) or the Maximum Revolver Amount. The amount of any such Reserveestablished by Co-Collateral Agents shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserveand shall not be duplicative of any other reserve established and currently maintained.2.2. Intentionally Omitted.2.3. Borrowing Procedures and Settlements.(a) Procedure for Borrowing Revolving Loans. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agentand received by Agent no later than 10:30 a.m. (i) on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan, and (ii) onthe Business Day that is 1 Business Day prior to the requested Funding Date in the case of all other requests, specifying (A) the amount of such Borrowing,and (B) the requested Funding Date (which shall be a Business Day); provided, that Agent may, in its sole discretion, elect to accept as timely requests that arereceived later than 10:30 a.m. on the applicable Business Day. At Agent’s election, in lieu of delivering the above-described written request, any AuthorizedPerson may give Agent telephonic notice of such request by the required time. In such circumstances, Borrowers agree that any such telephonic notice will beconfirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity ofthe request.(b) Making of Swing Loans. In the case of a request for a Swing Loan and so long as the aggregate amount of Swing Loans made since the lastSettlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loandoes not exceed $20,000,000, and Swing Lender, in its sole discretion, agrees to make a Swing Loan, Swing Lender shall make a Revolving Loan (any suchRevolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as“Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requestedBorrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions(including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lendersolely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan ifSwing Lender has actual knowledge that (i) one or more of -5-the applicable conditions precedent set forth in Section 3 (including, without limitation, the conditions precedent set forth in the final paragraph of Section 3.2hereof) will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on suchFunding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfiedon the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans andObligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.(c) Making of Revolving Loans.(i) In the event that Swing Lender is not obligated to make a Swing Loan, then after receipt of a request for a Borrowing pursuant toSection 2.3(a), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; suchnotification to be sent on the Business Day that is 1 Business Day prior to the requested Funding Date. If Agent has notified the Lenders of a requestedBorrowing on the Business Day that is 1 Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Shareof the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. on the Business Day that is therequested Funding Date. After Agent’s receipt of the proceeds of such Revolving Loans from the Lenders, Agent shall make the proceeds thereof available toBorrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account;provided, that, subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Revolving Loan, if (1) one or more of theapplicable conditions precedent set forth in Section 3 (including, without limitation, the conditions precedent set forth in the final paragraph of Section 3.2hereof) will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowingwould exceed the Availability on such Funding Date.(ii) Unless Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative to arequested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when requiredhereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has madeor will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in relianceupon such assumption, make available to Borrowers a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the fullamount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrowers such amount on therequested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent inimmediately available funds, to Agent’s Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date(in which case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lendershall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent hasmade available to Borrowers such amount, then that Lender -6-shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date on which suchamount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absentmanifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s RevolvingLoan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notifyAdministrative Borrower of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent, together with interest thereon foreach day elapsed since the date of such Borrowing, for Agent’s Account, at a rate per annum equal to the interest rate applicable at the time to the RevolvingLoans composing such Borrowing.(d) Protective Advances and Optional Overadvances.(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iii), at any time(A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) that any of the other applicable conditions precedent set forth inSection 3 are not satisfied, Agent hereby is authorized by Borrowers and the Lenders, from time to time (until such time as either Co-Collateral Agent shallrevoke such authority), in Agent’s sole discretion, to make Revolving Loans to, or for the benefit of, Borrowers, on behalf of the Revolving Lenders, thatAgent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood ofrepayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as“Protective Advances”), or (3) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement, including Lender Group Expensesand the costs, fees and expenses described in Section 9. Notwithstanding the foregoing, unless Required Lenders otherwise consent, the aggregate amount of allProtective Advances outstanding at any one time shall not exceed $20,000,000.(A) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iii), theLenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to (until such timeas either Co-Collateral Agent shall revoke such authority), knowingly and intentionally, continue to make Revolving Loans (including Swing Loans) toBorrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Loans, the outstandingRevolver Usage does not, unless Required Lenders otherwise consent, exceed the Borrowing Base by more than $20,000,000, and (B) after giving effect tosuch Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender GroupExpenses) does not exceed the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permittedby the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (andprior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or LenderGroup Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case Agent may make suchOveradvances and -7-provide notice as promptly as practicable thereafter), and the Lenders with Revolver Commitments thereupon shall, together with Agent and Co-CollateralAgents, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstandingprincipal amount of the Revolving Loans to Borrowers to an amount permitted by the preceding sentence. In such circumstances, if any Lender with aRevolver Commitment objects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall beimplemented according to the determination of the Required Lenders. The foregoing provisions are meant for the benefit of the Lenders, Co-Collateral Agentsand Agent and are not meant for the benefit of Borrowers, which shall continue to be bound by the provisions of Section 2.4(e)(1). Each Lender with aRevolver Commitment shall be obligated to make Revolving Loans in accordance with Section 2.3(c) in, or settle Overadvances made by Agent with Agent asprovided in Section 2.3(e) (or Section 2.3(g), as applicable) for, the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agentreported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging tothe Loan Account of interest, fees, or Lender Group Expenses.(ii) Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving Loanhereunder, except that no Extraordinary Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the ExtraordinaryAdvances, including interest thereon, shall be payable to Agent solely for its own account. The Extraordinary Advances shall be repayable on demand,secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base RateLoans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Co-Collateral Agents, Swing Lender, and the Lenders and are not intendedto benefit Borrowers (or any other Loan Party) in any way.(iii) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary: (A) unless Required Lendersotherwise consent no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate principal amount ofExtraordinary Advances outstanding to exceed an amount equal to 10% of the Maximum Revolver Amount; (B) no Protective Advance shall be permitted thatcauses the aggregate Revolver Usage to exceed the Maximum Revolver Amount; (C) no Lender shall be required to make any Revolving Loan (includingreimbursement to Agent of any Extraordinary Advances) in excess of the amount of its Revolver Commitment; and (D) no Extraordinary Advance shall bemade that causes the aggregate ABL Debt (as defined in the Split Lien Intercreditor Agreement) to exceed the ABL Cap (as defined in the Split Lien IntercreditorAgreement), without the written consent of each Lender.(e) Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to equal, at all times, suchLender’s Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (whichagreement shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlementamong the Lenders as to the Revolving Loans (including the Swing Loans and the Extraordinary Advances) shall take place on a periodic basis in accordancewith the following provisions: -8-(i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agentin its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself, with respect to the outstanding ExtraordinaryAdvances, and (3) with respect to Loan Parties’ payments or other amounts received, as to each by notifying the Lenders by telecopy, telephone, or othersimilar form of transmission, of such requested Settlement, no later than 2:00 p.m. on the Business Day immediately prior to the date of such requestedSettlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of theamount of outstanding Swing Loans, Extraordinary Advances and other Revolving Loans for the period since the prior Settlement Date. Subject to the termsand conditions contained herein (including Section 2.3(g)): (y) if the amount of the Revolving Loans (including Swing Loans, and Extraordinary Advances)made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and ExtraordinaryAdvances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a DepositAccount of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the SettlementDate, its Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances), and (z) if the amount of the Revolving Loans(including Swing Loans, and Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including SwingLoans, and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediatelyavailable funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro RataShare of the Revolving Loans (including Swing Loans and Extraordinary Advances). Such amounts made available to Agent under clause (z) of theimmediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Extraordinary Advances, shall constitute RevolvingLoans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by theterms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting LenderRate.(ii) In determining whether a Lender’s balance of the Revolving Loans (including Swing Loans and Extraordinary Advances) is less than,equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply tosuch balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable tothe Lenders hereunder, and proceeds of Collateral.(iii) Between Settlement Dates, Agent, to the extent Extraordinary Advances for the account of Agent or Swing Loans for the account ofSwing Lender are outstanding, may pay over to Agent or Swing Lender, as applicable, any payments or other amounts received by Agent, that in accordancewith the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Extraordinary Advances or Swing Loans.Between Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments orother amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the -9-reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, payments or otheramounts of Loan Parties received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the RevolvingLoans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shallpay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loansof such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of theRevolving Loans. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Extraordinary Advances, andeach Lender with respect to the Revolving Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or ratespayable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.(iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall beentitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth inSection 2.3(g).(f) Notation. Agent, as a non-fiduciary agent for Borrowers, shall maintain a register showing the principal amount of the Revolving Loans,owing to each Lender, including the Swing Loans owing to Swing Lender, and Extraordinary Advances owing to Agent, and the interests therein of eachLender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and accurate.(g) Defaulting Lenders.(i) Notwithstanding the provisions of Section 2.4(b)(ii), Agent shall not be obligated to transfer to a Defaulting Lender any payments madeby Borrowers to Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender,and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first, to Agent to the extent of any ExtraordinaryAdvances that were made by Agent and that were required to be, but were not, paid by Defaulting Lender, (B) second, to Swing Lender to the extent of anySwing Loans that were made by Swing Lender and that were required to be, but were not, paid by the Defaulting Lender, (C) third, to Issuing Lender, to theextent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (D) fourth, to each Non-DefaultingLender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of a Revolving Loan (or otherfunding obligation) was funded by such other Non-Defaulting Lender), (E) fifth, in Agent’s sole discretion, to a suspense account maintained by Agent, theproceeds of which may be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrowers (upon the request ofAdministrative Borrower and subject to the conditions set forth in Section 3.2) as if such Defaulting Lender had made its portion of Revolving Loans (or otherfunding obligations) hereunder, and (F) sixth, from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender inaccordance with tier (L) of Section 2.4(b)(ii). Subject to the -10-foregoing, Agent may hold and, in its discretion, prior to the occurrence and continuance of an Application Event, re-lend to Borrowers for the account of suchDefaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of votingor consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose ofcalculating the fee payable under Section 2.10(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall bedeemed to be zero; provided, that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i) through (iii). The provisions of thisSection 2.3(g) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Agent,Issuing Lender, and Borrowers shall have waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender, or (z) the date on which suchDefaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect ofthe amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligationshereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by Agent pursuant toSection 2.3(g)(ii) shall be released to Borrowers). The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect the Commitment ofany Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excusethe performance by Borrowers of their duties and obligations hereunder to Agent, Issuing Lender, or to the Lenders other than such Defaulting Lender. Anyfailure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of thisAgreement and shall entitle Borrowers, at their option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of suchDefaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, the DefaultingLender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of thesubstitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of theoutstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respectthereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit); provided, that any such assumption of the Commitment ofsuch Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrowers’ rights or remedies against any such DefaultingLender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 2.3(g) and any otherprovision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed,to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the termsand provisions of this Section 2.3(g) shall control and govern. -11-(ii) If any Swing Loan or Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then:(A) such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure shall be reallocated among the Non-DefaultingLenders in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all Non-Defaulting Lenders’ Revolving Loan Exposures plussuch Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure does not exceed the total of all Non-Defaulting Lenders’ Revolver Commitments,(y) the sum of each Non-Defaulting Lenders’ Revolving Loan Exposures plus its Pro Rata Share of such Defaulting Lender’s Swing Loan Exposure and Letterof Credit Exposure does not exceed such Non-Defaulting Lenders’ Revolver Commitments, and (z) the conditions set forth in Section 3.2 are satisfied at suchtime;(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one BusinessDay following notice by the Agent (x) first, prepay such Defaulting Lender’s Swing Loan Exposure (after giving effect to any partial reallocation pursuant toclause (A) above) and (y) second, cash collateralize such Defaulting Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuantto clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent, for so long as suchLetter of Credit Exposure is outstanding; provided, that Borrowers shall not be obligated to cash collateralize any Defaulting Lender’s Letter of Credit Exposureif such Defaulting Lender is also the Issuing Lender;(C) if Borrowers cash collateralizes any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to thisSection 2.3(g)(ii), Borrowers shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting Lender pursuant toSection 2.6(b) with respect to such cash collateralized portion of such Defaulting Lender’s Letter of Credit Exposure during the period such Letter of CreditExposure is cash collateralized;(D) to the extent the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.3(g)(ii), thenthe Letter of Credit Fees payable to the Non-Defaulting Lenders pursuant to Section 2.6(b) shall be adjusted in accordance with such Non-Defaulting Lenders’Letter of Credit Exposure;(E) to the extent any Defaulting Lender’s Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant to thisSection 2.3(g)(ii), then, without prejudice to any rights or remedies of the Issuing Lender or any Lender hereunder, all Letter of Credit Fees that would haveotherwise been payable to such Defaulting Lender under Section 2.6(b) with respect to such portion of such Letter of Credit Exposure shall instead be payableto the Issuing Lender until such portion of such Defaulting Lender’s Letter of Credit Exposure is cash collateralized or reallocated;(F) so long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to make any Swing Loan and the IssuingLender shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Defaulting Lender’s Pro Rata Share of suchSwing Loans or Letter of Credit cannot be reallocated pursuant to this Section 2.3(g)(ii) or (y) the Swing Lender or Issuing Lender, as applicable, has nototherwise entered into arrangements reasonably satisfactory to the Swing Lender or Issuing Lender, as applicable, and Borrowers to eliminate the SwingLender’s or Issuing Lender’s risk with respect to the Defaulting Lender’s participation in Swing Loans or Letters of Credit; and -12-(G) Agent may release any cash collateral provided by Borrowers pursuant to this Section 2.3(g)(ii) to the Issuing Lender and theIssuing Lender may apply any such cash collateral to the payment of such Defaulting Lender’s Pro Rata Share of any Letter of Credit Disbursement that is notreimbursed by Borrowers pursuant to Section 2.11(a).(h) Independent Obligations. All Revolving Loans (other than Swing Loans, Protective Advances and, at Agent’s election, Overadvances) shallbe made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for anyfailure by any other Lender to perform its obligation to make any Revolving Loan (or other extension of credit) hereunder, nor shall any Commitment of anyLender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender toperform its obligations hereunder shall excuse any other Lender from its obligations hereunder.2.4. Payments; Reductions of Commitments; Prepayments.(a) Payments by Borrowers.(i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of theLender Group and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein. Any payment received by Agent laterthan 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Dayand any applicable interest or fee shall continue to accrue until such following Business Day.(ii) Unless Agent receives notice from Administrative Borrower prior to the date on which any payment is due to the Lenders thatBorrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full toAgent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lenderon such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the datewhen due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the DefaultingLender Rate for each day from the date such amount is distributed to such Lender until the date repaid.(b) Apportionment and Application.(i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to DefaultingLenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance ofthe Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses thatare for Agent’s separate account or for the separate account of any Co-Collateral Agent or -13-for the separate account of Issuing Lender) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligationto which a particular fee or expense relates. Subject to Section 2.4(b)(iv) and Section 2.4(e), all payments to be made hereunder by Borrowers shall be remittedto Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and iscontinuing and except as otherwise provided herein with respect to Defaulting Lenders, first, to reduce the balance of the Existing Secured Obligations in themanner set forth in the Existing Loan Agreement, second, to reduce the balance of the Revolving Loans outstanding and, third, to Borrowers (to be wired to theDesignated Account) or such other Person entitled thereto under applicable law.(ii) At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect toDefaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:(A) first, to reduce the balance of the Existing Secured Obligations in the manner set forth in the Existing Loan Agreement,(B) second, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent andCo-Collateral Agents under the Loan Documents, until paid in full,(C) third, to pay any fees or premiums then due to Agent and Co-Collateral Agents under the Loan Documents until paid in full,(D) fourth, to pay interest due in respect of all Protective Advances until paid in full,(E) fifth, to pay the principal of all Protective Advances until paid in full,(F) sixth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any ofthe Lenders under the Loan Documents, until paid in full,(G) seventh, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full,(H) eighth, to pay interest accrued in respect of the Swing Loans until paid in full,(I) ninth, to pay the principal of all Swing Loans until paid in full,(J) tenth, ratably, to pay interest accrued in respect of the Revolving Loans until paid in full, -14-(K) eleventh, ratablyi. to pay the principal of all Revolving Loans until paid in full,ii. to Agent, to be held by Agent, for the benefit of Issuing Lender (and for the ratable benefit of each of the Lenders that havean obligation to pay to Agent, for the account of Issuing Lender, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 110% ofthe Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the reimbursement of any Letter of CreditDisbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter ofCredit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof),iii. ratably, up to the aggregate amount (after taking into account any amounts previously paid pursuant to this clause iii.during the continuation of the applicable Application Event) of the most recently established Bank Product Reserve, which amount was established prior to theoccurrence of, and not in contemplation of, the subject Application Event, to Agent for the ratable benefit of the Bank Product Providers (such ratable benefit tobe determined based on the ratio of the Bank Product Reserve established for each Bank Product of a Bank Product Provider to the aggregate Bank ProductReserve established for all Bank Products provided by all Bank Product Providers), to be either (I) disbursed by Agent to the Bank Product Providers basedupon amounts then certified by the applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable to suchBank Product Providers on account of Bank Product Obligations or (II) held by Agent as cash collateral (which cash collateral may be released by Agent to theapplicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respectto Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such timeas all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligationsshall be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof,(L) twelfth, ratably, to pay any other Obligations other than Obligations owed to Defaulting Lenders (including being paid, ratably,to the Bank Product Providers on account of all amounts then due and payable in respect of Bank Product Obligations, with any balance to be paid to Agent,to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicableBank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to BankProduct Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as allsuch Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall bereapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof), -15-(M) thirteenth, ratably to pay any Obligations owed to Defaulting Lenders; and(N) fourteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.(iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing,such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).(iv) In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to any paymentmade by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under anyprovision of this Agreement or any other Loan Document.(v) For purposes of Section 2.4(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of allamounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest,interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in anyInsolvency Proceeding.(vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in this Agreementor any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be inconcert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions ofSection 2.3(g) and this Section 2.4, then the provisions of Section 2.3(g) shall control and govern, and if otherwise, then the terms and provisions of thisSection 2.4 shall control and govern.(c) Reduction of Commitments. The Revolver Commitments shall terminate on the earlier of the Maturity Date or the Required Prepayment Date.With not less than 5 Business Days written notice to Agent, Borrowers may reduce the Revolver Commitments, without premium or penalty, to an amount notless than the sum of (A) the Revolver Usage as of such date, plus (B) the principal amount of all Revolving Loans not yet made as to which a request has beengiven by Borrowers under Section 2.3(a), plus (C) the amount of all Letters of Credit not yet issued as to which a request has been given by Borrowerspursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $20,000,000 (unless the Revolver Commitments are beingreduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $20,000,000), shall be made byproviding not less than 5 Business Days prior written notice to Agent, and shall be irrevocable. Once reduced, the Revolver Commitments may not beincreased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with itsratable share thereof. -16-(d) Optional Prepayments. With not less than 5 Business Days written notice to Agent, Borrowers may prepay the principal of any RevolvingLoan at any time in whole or in part but with any amounts due under Section 2.12(b)(ii).(e) Mandatory Prepayments.(i) Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the Borrowing Base reflected in the Borrowing BaseCertificate most recently delivered by Borrowers to Agent, then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(g) in anaggregate amount equal to the amount of such excess.(ii) Dispositions. Upon receipt by any Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by suchLoan Party of ABL Priority Collateral (or if the Indebtedness under the Split Lien Documents has been paid in full, in accordance with the Split LienIntercreditor Agreement, the Collateral) (including casualty losses or condemnations but excluding sales or dispositions which qualify as PermittedDispositions under clauses (b), (c), (d), or (f) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of theObligations in accordance with Section 2.4(g) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieuthereof) received by such Person in connection with such sales or dispositions. Nothing contained in this Section 2.4(e)(ii) shall permit Parent or any of itsSubsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.(iii) Extraordinary Receipts. Upon receipt by any Loan Party of any Extraordinary Receipts constituting ABL Priority Collateral (or ifthe Indebtedness under the Split Lien Documents has been paid in full, in accordance with the Split Lien Intercreditor Agreement, the Collateral), Borrowersshall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(g) in an amount equal to 100% of such ExtraordinaryReceipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts.(iv) Indebtedness. Within 1 Business Day of the date of incurrence by Parent or any of its Subsidiaries of any Indebtedness (other thanPermitted Indebtedness), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(g) in an amount equal to50% of the Net Cash Proceeds received by such Person in connection with such incurrence. The provisions of this Section 2.4(e)(iv) shall not be deemed to beimplied consent to any such incurrence otherwise prohibited by the terms of this Agreement.(v) Equity. Within 1 Business Day of the date of the issuance by Parent or any of its Subsidiaries of any Equity Interests (other than theissuance of Equity Interest by a Subsidiary of Parent to a Loan Party), Borrowers shall prepay the outstanding principal amount of the Obligations inaccordance with Section 2.4(g) in an amount equal to 50% of the Net Cash Proceeds received by such Person in connection with such issuance. Theprovisions of this Section 2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement. -17-(vi) Business Interruption Insurance. Upon the receipt by Parent or any of its Subsidiaries of any proceeds of business interruptioninsurance, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(g) in an amount equal to 50% of theproceeds received by such Person in connection with such of business interruption insurance.(vii) Disgorgement. In the event that the Lenders are required to repay or disgorge to Borrowers or any representatives of the Borrowers’estate (as agents, with derivative standing or otherwise) all or any portion of the Existing Secured Obligations authorized and directed to be repaid pursuant tothe Financing Order, or any payment on account of the Existing Secured Obligations made to any Lender is rescinded for any reason whatsoever, including,but not limited to, as a result of any Avoidance Action, or any other action, suit, proceeding or claim brought under any other provision of any applicableBankruptcy Code or any applicable state or provincial law, or any other similar provisions under any other state, federal or provincial statutory or commonlaw (all such amounts being hereafter referred to as the “Avoided Payments”), then, in such event, Borrowers shall prepay the outstanding principal amount ofthe Revolving Loans in an amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by Borrowers or anyrepresentative of the Borrowers’ estate.(viii) Financing Orders. To the extent authorized by the Financing Orders, Borrowers shall prepay 100% of the Existing SecuredObligations outstanding at such time.(f) Letter of Credit Obligations. In the event any Letters of Credit are outstanding at the time that the Revolver Commitments are terminated orLetters of Credit are required to be cash collateralized at any time pursuant to the terms of this Agreement, Borrowers shall deposit with Agent for the benefit ofall Lenders cash in an amount equal to 110% of the aggregate outstanding obligations and Reimbursement Undertakings in connection with such Letters ofCredit to be available to Agent to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto.(g) Application of Payments. Each prepayment pursuant to Section 2.4(e) shall be applied in the manner set forth in Section 2.4(b)(ii). Noprepayment under this Section 2.4(g) shall result in a permanent reduction of the Maximum Revolver Amount or the Revolver Commitments.2.5. Promise to Pay. Borrowers agree to pay the Lender Group Expenses on the earlier of (a) the first day of the calendar month following the date onwhich the applicable Lender Group Expenses were first incurred or (b) the date on which demand therefor is made by Agent (it being acknowledged and agreedthat any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed toconstitute a demand for payment thereof for the purposes of this subclause (b)). Borrowers promise to pay all of the Obligations (including principal, interest,premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date, the Required Prepayment Date or, if earlier, onthe date on which the Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. Borrowers agreethat their obligations contained in the first sentence of this Section 2.5 shall survive payment or satisfaction in full of all other Obligations. -18-2.6. Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.(a) Interest Rates. Except as provided in Section 2.6(c), all Revolving Loans and all other Obligations (except for undrawn Letters of Credit) thathave been charged to the Loan Account pursuant to the terms hereof shall bear interest as follows:(i) if the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, and(ii) otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.(b) Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders), a Letter of Credit fee (the “Letter of CreditFee”) (which fee shall be in addition to the fees, charges, commissions, and costs set forth in Section 2.11(j)) that shall accrue at a per annum rate equal to theLIBOR Rate Margin times the undrawn amount of all outstanding Letters of Credit.(c) Default Rate. Upon the occurrence and during the continuation of an Event of Default and at the election of Agent or the Required Lenders,(i) all Revolving Loans and all other Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Accountpursuant to the terms hereof shall bear interest at a per annum rate equal to 3 percentage points above the per annum rate otherwise applicable thereunder, and(ii) the Letter of Credit Fee shall be increased to 3 percentage points above the per annum rate otherwise applicable hereunder.(d) Payment. Except to the extent provided to the contrary in Section 2.10 or Section 2.12(a), (i) all interest, all Letter of Credit Fees, and all otherfees payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month, and (ii) all costs andexpenses payable hereunder or under any of the other Loan Documents, and all Lender Group Expenses shall be due and payable on the earlier of (x) the firstday of the month following the date on which the applicable costs, expenses, or Lender Group Expenses were first incurred or (y) the date on which demandtherefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Accountpursuant to the provisions of the following sentence shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (y)).Borrowers hereby authorize Agent, from time to time without prior notice to Borrowers, to charge to the Loan Account (A) on the first day of each month, allinterest accrued during the prior month on the Revolving Loans hereunder, (B) on the first day of each month, all Letter of Credit Fees accrued or chargeablehereunder during the prior month, (C) on the first day of each month, the Unused Line Fee accrued during the prior month pursuant to Section 2.10(b), (D) as -19-and when incurred or accrued, all audit, appraisal, valuation, or other charges or fees payable hereunder, including pursuant to Section 2.10(a) and (c), (E) asand when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (F) as and when incurred or accrued, all fees, charges,commissions, and costs provided for in Section 2.11(j), (G) as and when incurred or accrued, all other Lender Group Expenses, and (H) as and when dueand payable all other payment obligations payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to theBank Product Providers in respect of Bank Products). All amounts (including interest, fees, costs, expenses, Lender Group Expenses, or other amountspayable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the Loan Account shall thereupon constituteRevolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest at the rate then applicable to Revolving Loans that areBase Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement).(e) Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each case, forthe actual number of days elapsed in the period during which the interest or fees accrue. In the event the Base Rate is changed from time to time hereafter, therates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in theBase Rate.(f) Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus anyother amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a finaldetermination, deem applicable. Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates ofinterest and manner of payment stated within it; provided, that, anything contained herein to the contrary notwithstanding, if such rate or rates of interest ormanner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liableonly for the payment of such maximum amount as is allowed by law, and payment received from Borrowers in excess of such legal maximum, wheneverreceived, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.2.7. Crediting Payments. The receipt of any payment item by Agent shall not be required to be considered a payment on account unless such paymentitem is a wire transfer of immediately available federal funds made to Agent’s Account or unless and until such payment item is honored when presented forpayment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment and interestshall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it isreceived into Agent’s Account on a Business Day on or before 1:30 p.m. If any payment item is received into Agent’s Account on a non-Business Day or after1:30 p.m. on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have been received by Agent as ofthe opening of business on the immediately following Business Day. -20-2.8. Designated Account. Agent is authorized to make the Revolving Loans, and Issuing Lender is authorized to issue the Letters of Credit, under thisAgreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant toSection 2.6(d). Borrowers agree to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceedsof the Revolving Loans requested by Borrowers and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrowers, any RevolvingLoan requested by Borrowers and made by Agent, Swing Lender or the Lenders hereunder shall be made to the Designated Account.2.9. Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of Borrowers (the “LoanAccount”) on which Borrowers will be charged with all Revolving Loans (including Extraordinary Advances and Swing Loans) made by Agent, SwingLender, or the Lenders to Borrowers or for Borrowers’ account, the Letters of Credit issued or arranged by Issuing Lender for Borrowers’ account, and withall other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. Inaccordance with Section 2.7, the Loan Account will be credited with all payments received by Agent from Borrowers or for Borrowers’ account. Agent shallmake available to Borrowers monthly statements regarding the Loan Account, including the principal amount the Revolving Loans, interest accrued hereunder,fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and expenses constituting Lender GroupExpenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest error, shall be conclusively presumed to be correctand accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after Agent first makes such a statementavailable to Borrowers, Borrowers shall deliver to Agent written objection thereto describing the error or errors contained in such statement.2.10. Fees.(a) Agent Fee. Borrowers shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee Letter, the agentfee set forth in the Fee Letter.(b) Unused Line Fee. Borrowers shall pay to Agent, for the ratable account of the Revolving Lenders, on the first day of each month from andafter the Closing Date up to the first day of the month prior to the date on which the Obligations are paid in full and on the date on which the Obligations arepaid in full, an unused line fee (the “Unused Line Fee”) in an amount equal to the Applicable Unused Line Fee Percentage per annum times the result of (i) theaggregate amount of the Revolver Commitments, less (ii) the average amount of the Revolver Usage during the immediately preceding month (or portionthereof).(c) Field Examination and Other Fees. Borrowers shall pay to Agent or either Co-Collateral Agent, as applicable, field examination, appraisal,and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 (or the then prevailing rate) per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of Loan Parties performed by personnel employed by any Co-CollateralAgent, and (ii) the fees or charges paid or incurred by any Co-Collateral Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plusout-of-pocket expenses -21-(including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of Parent or itsSubsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, to perform financial audits or quality ofearnings analyses of Borrowers or their Subsidiaries, or to assess Parent’s or its Subsidiaries’ business valuation.(d) Closing Fee. Borrowers shall pay to Agent, for the ratable account of the Lenders, as and when due and payable under the terms of the FeeLetter, the closing fee set forth in the Fee Letter. In addition, Borrowers shall pay to Agent, for the ratable benefit of the Revolving Lenders, an incrementalfacility fee of $500,000 fully earned upon the date hereof and payable hereunder upon the reduction of the Revolver Commitments substantially to zero or theearly termination of the Revolver Commitments; provided, that, such fee shall be waived if the Existing Secured Obligations and the Obligations are paid infull with the proceeds of any sale of all or substantially all of the Loan Parties’ assets pursuant to Section 363 of the Bankruptcy Code. For the avoidance ofdoubt, such fee shall not be waived if the Existing Secured Obligations and the Obligations are paid in full with proceeds from any other source, whetherduring the Bankruptcy Cases or under a plan of reorganization.2.11. Letters of Credit.(a) Subject to the terms and conditions of this Agreement, upon the request of Administrative Borrower made in accordance herewith, IssuingLender agrees to issue, or to cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of Credit for the account ofBorrowers. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it willenter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among other means, by becoming an applicant withrespect to such Letter of Credit or entering into undertakings or other arrangements that provide for reimbursement of such Underlying Issuer with respect tosuch drawings under Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a “Reimbursement Undertaking”) with respectto Letters of Credit issued by such Underlying Issuer for the account of Borrowers. By submitting a request to Issuing Lender for the issuance of a Letter ofCredit, Borrowers shall be deemed to have requested that (i) Issuing Lender issue or (ii) an Underlying Issuer issue the requested Letter of Credit (and, in suchcase, to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit). Each Borrower acknowledgesand agrees that such Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to eachUnderlying Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit,shall be made in writing by an Authorized Person and delivered to Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmissionreasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonablysatisfactory to Issuing Lender and (i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of suchLetter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) suchother information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be soamended, renewed, or extended) as shall -22-be necessary to prepare, amend, renew, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent, Issuing Lender orUnderlying Issuer may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender orUnderlying Issuer generally requests for Letters of Credit in similar circumstances. Anything contained herein to the contrary notwithstanding, Issuing Lendermay, but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an Underlying Letterof Credit, in either case, that supports the obligations of Parent or its Subsidiaries in respect of (A) a lease of real property to the extent that the face amount ofsuch Letter of Credit or the amount of such Reimbursement Undertaking exceeds the highest rent (including all rent-like charges) payable under such lease fora period of one year, or (B) an employment contract to the extent that the face amount of such Letter of Credit or the amount of such ReimbursementUndertaking exceeds the highest compensation payable under such contract for a period of one year.(b) Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter ofCredit, in either case, if any of the following would result after giving effect to the requested issuance:(i) the Letter of Credit Usage would exceed $15,000,000, or(ii) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the Availability Reserve less the outstanding amount ofRevolving Loans (including Swing Loans), or(iii) the Letter of Credit Usage would exceed the Borrowing Base at such time less the outstanding principal balance of the RevolvingLoans (inclusive of Swing Loans) at such time.(c) In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, the Issuing Lender shall not berequired to issue or arrange for such Letter of Credit to the extent (x) the Defaulting Lender’s Letter of Credit Exposure with respect to such Letter of Credit maynot be reallocated pursuant to Section 2.3(g)(ii) or (y) the Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it andBorrowers to eliminate the Issuing Lender’s risk with respect to the participation in such Letter of Credit of the Defaulting Lender, which arrangements mayinclude Borrowers cash collateralizing such Defaulting Lender’s Letter of Credit Exposure in accordance with Section 2.3(g)(ii). Additionally, Issuing Lendershall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if (I) any order,judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Lender from issuing such Letter ofCredit or Reimbursement Undertaking or Underlying Issuer from issuing such Letter of Credit, or any law applicable to Issuing Lender or Underlying Issueror any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Lender or UnderlyingIssuer shall prohibit or request that Issuing Lender or Underlying Issuer refrain from the issuance of letters of credit generally or such Letter of Credit orReimbursement Undertaking (as applicable) in particular, or (II) the issuance of such Letter of Credit would violate one or more policies of Issuing Lender orUnderlying Issuer applicable to letters of credit generally. -23-(d) Any Issuing Lender (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day immediatelyfollowing the Business Day on which such Issuing Lender issued any Letter of Credit; provided that (y) until Agent advises any such Issuing Lender that theprovisions of Section 3.2 are not satisfied, or (z) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreedby Agent and such Issuing Lender, such Issuing Lender shall be required to so notify Agent in writing only once each week of the Letters of Credit issued bysuch Issuing Lender during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on suchday of the week as Agent and such Issuing Lender may agree. Each Letter of Credit shall be in form and substance reasonably acceptable to Issuing Lender,including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender makes a payment under a Letter of Credit or anUnderlying Issuer makes a payment under an Underlying Letter of Credit, Borrowers shall pay to Agent an amount equal to the applicable Letter of CreditDisbursement on the date such Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the Letter of Credit Disbursementimmediately and automatically shall be deemed to be a Revolving Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth inSection 3) and, initially, shall bear interest at the rate then applicable to Revolving Loans that are Base Rate Loans. If a Letter of Credit Disbursement isdeemed to be a Revolving Loan hereunder, Borrowers’ obligation to pay the amount of such Letter of Credit Disbursement to Issuing Lender shall beautomatically converted into an obligation to pay the resulting Revolving Loan. Promptly following receipt by Agent of any payment from Borrowers pursuantto this paragraph, Agent shall distribute such payment to Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(b) toreimburse Issuing Lender, then to such Lenders and Issuing Lender as their interests may appear.(e) Promptly following receipt of a notice of a Letter of Credit Disbursement pursuant to Section 2.11(a), each Revolving Lender agrees to fund itsPro Rata Share of any Revolving Loan deemed made pursuant to Section 2.11(a) on the same terms and conditions as if Borrowers had requested the amountthereof as a Revolving Loan and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders. By the issuance of a Letter ofCredit or a Reimbursement Undertaking (or an amendment, renewal, or extension of a Letter of Credit or a Reimbursement Undertaking) and without anyfurther action on the part of Issuing Lender or the Revolving Lenders, Issuing Lender shall be deemed to have granted to each Revolving Lender, and eachRevolving Lender shall be deemed to have purchased, a participation in each Letter of Credit issued by Issuing Lender and each Reimbursement Undertaking,in an amount equal to its Pro Rata Share of such Letter of Credit or Reimbursement Undertaking, and each such Lender agrees to pay to Agent, for the accountof Issuing Lender, such Lender’s Pro Rata Share of any Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer under the applicableLetter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to Agent, forthe account of Issuing Lender, such Lender’s Pro Rata Share of each Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer and notreimbursed by Borrowers on the date due as provided in Section 2.11(a), or of any reimbursement payment this is required -24-to be refunded (or that Agent or Issuing Lender elects, based upon the advice of counsel, to refund) to Borrowers for any reason. Each Revolving Lenderacknowledges and agrees that its obligation to deliver to Agent, for the account of Issuing Lender, an amount equal to its respective Pro Rata Share of eachLetter of Credit Disbursement pursuant to this Section 2.11(b) shall be absolute and unconditional and such remittance shall be made notwithstanding theoccurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to makeavailable to Agent the amount of such Lender’s Pro Rata Share of a Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed tobe a Defaulting Lender and Agent (for the account of Issuing Lender) shall be entitled to recover such amount on demand from such Lender together withinterest thereon at the Defaulting Lender Rate until paid in full.(f) Borrowers hereby agree to indemnify, save, defend, and hold the Lender Group and each Underlying Issuer harmless from any damage, loss,cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable and documented attorneys’ fees and expenses incurred byIssuing Lender, any other member of the Lender Group, or any Underlying Issuer arising out of or in connection with any Reimbursement Undertaking or anyLetter of Credit; provided, that Borrowers shall not be obligated hereunder to indemnify the Lender Group or any Underlying Issuer for any loss, cost,expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of Issuing Lender,any other member of the Lender Group, or any Underlying Issuer. Borrowers agree to be bound by the Underlying Issuer’s regulations and interpretations ofany Letter of Credit or by Issuing Lender’s interpretations of any Reimbursement Undertaking even though this interpretation may be different from anyBorrower’s own. Borrowers understand that the Reimbursement Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certaincosts or liabilities arising out of claims by Borrowers against such Underlying Issuer. Borrowers hereby agree to indemnify, save, defend, and hold IssuingLender and the other members of the Lender Group harmless with respect to any loss, cost, expense (including reasonable and documented attorneys’ fees andexpenses), or liability (other than Taxes, which shall be governed by Section 16) incurred by them as a result of Issuing Lender’s indemnification of anUnderlying Issuer; provided, that Borrowers shall not be obligated hereunder to indemnify for any such loss, cost, expense, or liability that a court ofcompetent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of Issuing Lender or any other member of the LenderGroup.(g) Each Lender and Borrowers agree that, in paying any drawing under a Letter of Credit, neither Issuing Lender nor any Underlying Issuer (asapplicable) shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter ofCredit or the Underlying Letter of Credit (as applicable)) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of thePerson executing or delivering any such document. None of Issuing Lender, any Underlying Issuer, Agent, any of the Lender-Related Persons or Agent-RelatedPersons, nor any correspondent, participant or assignee of Issuing Lender shall be liable to any Lender or any Loan Party for (i) any action taken or omitted inconnection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence ofgross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or othercommunication under or -25-relating to any Letter of Credit or any error in interpretation of technical terms; or (iv) the due execution, effectiveness, validity or enforceability of anydocument or instrument related to any Letter of Credit or Issuer Document. Each Borrower hereby assumes all risks of the acts or omissions of anybeneficiary or transferee with respect to its use of any Letter of Credit; provided, that this assumption is not intended to, and shall not, preclude Borrowersfrom pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of Issuing Lender, anyUnderlying Issuer, Agent, any of the Lender-Related Persons or Agent-Related Persons, nor any correspondent, participant or assignee of Issuing Lender or anyUnderlying Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.11(h) or for any action, neglect oromission under or in connection with any Letter of Credit or Issuer Document, including in connection with the issuance or any amendment of any Letter ofCredit, the failure to issue or amend any Letter of Credit, the honoring or dishonoring of any demand under any Letter of Credit, or the following of anyBorrower’s instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto, and such action or neglect oromission will bind Borrowers. In furtherance and not in limitation of the foregoing, Issuing Lender and each Underlying Issuer may accept documents thatappear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary (or Issuing Lenderand any Underlying Issuer may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms ofsuch Letter of Credit and may disregard any requirement in a Letter of Credit that notice of dishonor be given in a particular manner and any requirement thatpresentation be made at a particular place or by a particular time of day), and neither Issuing Lender nor any Underlying Issuer shall be responsible for thevalidity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder orproceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Neither Issuing Lender nor any Underlying Issuer shall beresponsible for the wording of any Letter of Credit (including any drawing conditions or any terms or conditions that are ineffective, ambiguous, inconsistent,unduly complicated or reasonably impossible to satisfy), notwithstanding any assistance Issuing Lender or any Underlying Issuer may provide to Borrowerswith drafting or recommending text for any letter of credit application or with the structuring of any transaction related to any Letter of Credit, and Borrowershereby acknowledge and agree that any such assistance will not constitute legal or other advice by Issuing Lender or any Underlying Issuer or anyrepresentation or warranty by Issuing Lender or any Underlying Issuer that any such wording or such Letter of Credit will be effective. Without limiting theforegoing, Issuing Lender or any Underlying Issuer may, as it deems appropriate, use in any Letter of Credit any portion of the language prepared by anyBorrower and contained in the letter of credit application relative to drawings under such Letter of Credit. Borrowers hereby acknowledge and agree that neitherany Underlying Issuer nor any member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipmentin connection with any Letter of Credit.(h) The obligation of Borrowers to reimburse Issuing Lender for each drawing under each Letter of Credit shall be absolute, unconditional andirrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: -26-(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document,(ii) the existence of any claim, counterclaim, setoff, defense or other right that Parent or any of its Subsidiaries may have at any timeagainst any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), IssuingLender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement orinstrument relating thereto, or any unrelated transaction,(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid orinsufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of anydocument required in order to make a drawing under such Letter of Credit,(iv) any payment by Issuing Lender under such Letter of Credit against presentation of a draft or certificate that does not substantially orstrictly comply with the terms of such Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by aparticular time of day), or any payment made by Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter ofCredit,(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance thatmight otherwise constitute a defense available to, or discharge of, Parent or any of its Subsidiaries, or(vi) the fact that any Default or Event of Default shall have occurred and be continuing.(i) Borrowers hereby authorize and direct any Underlying Issuer to deliver to Issuing Lender all instruments, documents, and other writings andproperty received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon Issuing Lender’s instructions withrespect to all matters arising in connection with such Underlying Letter of Credit and the related application.(j) Borrowers acknowledge and agree that any and all fees, charges, costs, or commissions in effect from time to time, of Issuing Lender relatingto Letters of Credit or incurred by Issuing Lender relating to Underlying Letters of Credit, upon the issuance of any Letter of Credit, upon the payment ornegotiation of any drawing under any Letter of Credit, or upon the occurrence of any other activity with respect to any Letter of Credit (including the transfer,amendment, or cancellation of any Letter of Credit), together with any and all fronting fees in effect from time to time related to Letters of Credit, shall beLender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by Borrowers to Agent for the account of Issuing Lender; itbeing acknowledged and agreed by Borrowers that, as of the Closing Date, Issuing Lender is entitled to charge Borrowers a fronting fee of 0.25% per annumtimes the undrawn amount of each Underlying Letter of Credit and that such fronting fee may be changed by Issuing Lender from time to time without notice. -27-(k) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation orapplication thereof by any Governmental Authority, or (ii) compliance by Issuing Lender, any other member of the Lender Group, or Underlying Issuer withany direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including,Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):(i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused to beissued hereunder or hereby, or(ii) there shall be imposed on Issuing Lender, any other member of the Lender Group, or Underlying Issuer any other condition regardingany Letter of Credit or Reimbursement Undertaking,and the result of the foregoing is to increase, directly or indirectly, the cost to Issuing Lender, any other member of the Lender Group, or an Underlying Issuerof issuing, making, participating in, or maintaining any Reimbursement Undertaking or Letter of Credit or to reduce the amount receivable in respect thereof,then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notifyAdministrative Borrower, and Borrowers shall pay on demand, such amounts as Agent may specify to be necessary to compensate Issuing Lender, any othermember of the Lender Group, or an Underlying Issuer for such additional cost or reduced receipt, together with interest on such amount from the date of suchdemand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Agent of any amount due pursuant to thisSection 2.11(k), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, befinal and conclusive and binding on all of the parties hereto.(l) Unless otherwise expressly agreed by Issuing Lender and Borrowers when a Letter of Credit is issued, (i) the rules of the ISP and the UCP 600shall apply to each standby Letter of Credit, and (ii) the rules of the UCP 600 shall apply to each commercial Letter of Credit.(m) In the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any Issuer Document, it is theintention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event ofany actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.11 shall control and govern. -28-(n) Schedule 2.11 hereto contains a list of all letters of credit outstanding on the Filing Date pursuant to the Existing Loan Agreement. For theperiod from and after the effective date of the Interim Order, each such letter of credit set forth on Schedule 2.11, including any extension or renewal thereof,that remains outstanding on the effective date of the Interim Order (each, as amended from time to time in accordance with the terms thereof and hereof, an“Existing Letter of Credit”) shall be deemed Letters of Credit re-issued hereunder for the account of Borrowers, for all purposes of this Agreement, including,without limitation, calculations of Availability, the Borrowing Base, Letter of Credit Usage and all other fees and expenses relating to the Letters of Credit(including any related indemnification obligations). Issuing Lender hereby assumes and agrees to perform any and all duties, obligations and liabilities to beperformed or discharged by the issuers of the Existing Letters of Credit. Borrowers agree to execute and deliver such documentation, if any, requested byAgent, or an Issuing Lender to evidence, record, or further the foregoing deemed re-issuance.(o) The expiration date of each Letter of Credit, other than the Existing Letters of Credit, shall be on a date that is not later than fifteen (15) daysprior to the Maturity Date unless Borrower provides cash collateral for the obligations and Reimbursement Undertakings associated with such Letters of Creditin the manner set forth in Section 2.4(f) hereof; provided, that a Letter of Credit may provide for automatic extensions of its expiration date for one (1) or moresuccessive periods of up to twelve (12) months for each period; provided, further, that the applicable Issuing Lender has the right to terminate such Letter ofCredit on each such expiration date and no renewal term may extend the term of the Letter of Credit to a date that is later than the fifteenth (15th) day prior tothe Maturity Date unless Borrowers provide cash collateral for the obligations and Reimbursement Undertakings associated with such Letters of Credit in theamount set forth in Section 2.4(f). Upon direction by Agent or Required Lenders, the applicable Issuing Lender shall not renew any such Letter of Credit atany time during the continuance of an Event of Default; provided, that in the case of a direction by Agent or Required Lenders, the Issuing Lender receivessuch directions prior to the date notice of non-renewal is required to be given by the Issuing Lender and the Issuing Lender has had a reasonable period of timeto act on such notice.2.12. LIBOR Option.(a) Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have theoption, subject to Section 2.12(b) below (the “LIBOR Option”) to have interest on all or a portion of the Revolving Loans be charged (whether at the time whenmade (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as aLIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of theInterest Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than 3 months induration, interest shall be payable at 3 month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period),(ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminatedpursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers properly have exercised the LIBOR Option with respectthereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the sametype hereunder. At any time that an Event of Default has occurred and is continuing, at the written election of the Required Lenders, Borrowers no longer shallhave the option to request that Revolving Loans bear interest at a rate based upon the LIBOR Rate. -29-(b) LIBOR Election.(i) Borrowers may, at any time and from time to time, so long as Administrative Borrower has not received a notice from Agent (whichnotice Agent may elect to give or not give in its discretion unless Agent is directed to give such notice by the Required Lenders, in which case, it shall give thenotice to Administrative Borrower), after the occurrence and during the continuance of an Event of Default, to terminate the right of Borrowers to exercise theLIBOR Option during the continuance of such Event of Default, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. at least 3 BusinessDays prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”). Notice of Borrowers’ election of the LIBOR Option for a permittedportion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent beforethe LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received byAgent prior to 5:00 p.m. on the same day). Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affectedLenders.(ii) Each LIBOR Notice shall be irrevocable and binding on Borrowers. In connection with each LIBOR Rate Loan, Borrowers shallindemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) thepayment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event ofDefault), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert,continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, “FundingLosses”). A certificate of Agent or a Lender delivered to Administrative Borrower setting forth in reasonable detail any amount or amounts that Agent or suchLender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the Lender,as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a LIBOR Rate Loan on a day other than the last day of the applicableInterest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of Administrative Borrower, hold the amount of such paymentas cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable LIBOR RateLoan on such last day, it being agreed that Agent has no obligation to so defer the application of payments to any LIBOR Rate Loan and that, in the event thatAgent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses.(iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 5 LIBOR Rate Loans in effect at any giventime. Borrowers only may exercise the LIBOR Option for proposed LIBOR Rate Loans of at least $1,000,000. -30-(c) Conversion. Borrowers may convert LIBOR Rate Loans to Base Rate Loans at any time; provided, that in the event that LIBOR Rate Loansare converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any prepayment through therequired application by Agent of any payments or proceeds of Collateral in accordance with Section 2.4(b) or for any other reason, including early terminationof the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrowers shall indemnify, defend, and holdAgent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with Section 2.12 (b)(ii).(d) Special Provisions Applicable to LIBOR Rate.(i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional orincreased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law (otherthan changes in laws relative to Taxes, which shall be governed by Section 16) occurring subsequent to the commencement of the then applicable InterestPeriod, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposedby the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. Inany such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment and Agent promptly shalltransmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender(A) require such Lender to furnish to Borrowers a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method fordetermining the amount of such adjustment, or (B) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together withany amounts due under Section 2.12(b)(ii)).(ii) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in theinterpretation or application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for suchLender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, suchLender shall give notice of such changed circumstances to Agent and Administrative Borrower and Agent promptly shall transmit the notice to each otherLender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be thelast day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the ratethen applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer beunlawful or impractical to do so.(e) No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender,nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues atthe LIBOR Rate. -31-2.13. Capital Requirements.(a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital orreserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any GovernmentalAuthority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request ordirective of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or suchholding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding companycould have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policieswith respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then suchLender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay such Lender on demand the amount ofsuch reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in theamount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statementshall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods.Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demandsuch compensation; provided that Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred morethan 180 days prior to the date that such Lender notifies Administrative Borrower of such law, rule, regulation or guideline giving rise to such reductions andof such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule,regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.(b) If any Lender requests additional or increased costs referred to in Section 2.12(d)(i) or amounts under Section 2.13(a) or sends a notice underSection 2.12(d)(ii) relative to changed circumstances (any such Lender, an “Affected Lender”), then such Affected Lender shall use reasonable efforts topromptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in thereasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.12(d)(i) orSection 2.13(a), as applicable, or would eliminate the illegality or impracticality of funding or maintaining LIBOR Rate Loans and (ii) in the reasonablejudgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwisebe materially disadvantageous to it. Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connectionwith any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices orassign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant toSection 2.12(d)(i) or Section 2.13(a), as applicable, or to enable Borrowers to obtain LIBOR Rate Loans, then Borrowers (without prejudice to any amountsthen due to such Affected Lender -32-under Section 2.12(d)(i) or Section 2.13(a), as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws itsrequest for such additional amounts under Section 2.12(d)(i) or Section 2.13(a), as applicable, or indicates that it is no longer unlawful or impractical to fundor maintain LIBOR Rate Loans, may seek a substitute Lender reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender andsuch Affected Lender’s Commitments hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such Affected Lendershall assign to the Replacement Lender its Obligations and Commitments, pursuant to an Assignment and Acceptance Agreement, and upon such purchase bythe Replacement Lender, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to bea “Lender” for purposes of this Agreement.(c) Notwithstanding anything herein to the contrary, (i) the issuance of any rules, regulations or directions under the Dodd-Frank Wall StreetReform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules,guidelines or directives promulgated by the Bank for International Settlement, the Basel Committee on Banking Supervision (or any successor or similarauthority) or the United States regulatory authorities, in each case pursuant to Basel III, with respect to clauses (i) and (ii) above, after the date of thisAgreement shall be deemed to be a change in law, rule, regulation or guideline for purposes of Sections 2.12 and 2.13 and the protection of Sections 2.12 and2.13 shall be available to each Lender and Issuing Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation,guideline or other change or condition which shall have occurred or been imposed, so long as it shall be customary for lenders or issuing banks affectedthereby to comply therewith. Notwithstanding any other provision herein, no Lender or Issuing Lender shall demand compensation pursuant to thisSection 2.13 if it shall not at the time be the general policy or practice of such Lender or Issuing Lender (as the case may be) to demand such compensation insimilar circumstances under comparable provisions of other credit agreements, if any.2.14. Joint and Several Liability of Borrowers.(a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financialaccommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and inconsideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.(b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint andseveral liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including any Obligations arising under thisSection 2.14), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferencesor distinction among them. -33-(c) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform anyof the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, suchObligation.(d) The Obligations of each Borrower under the provisions of this Section 2.14 constitute the absolute and unconditional, full recourseObligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity orenforceability of this Agreement or any other circumstances whatsoever.(e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability,notice of any Revolving Loans or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or ofany demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of theObligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and otherformalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waivesnotice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, theacceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of anydefault by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgenceswhatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times,of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of theforegoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by anyBorrower to comply with any of its respective Obligations, including any failure strictly or diligently to assert any right or to pursue any remedy or to complyfully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.14 afford grounds for terminating, discharging orrelieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.14, it being the intention of each Borrower that, so long as any ofthe Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.14 shall not be discharged except by performance andthen only to the extent of such performance. The Obligations of each Borrower under this Section 2.14 shall not be diminished or rendered unenforceable byany winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Agent or Lender.(f) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowersand of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower furtherrepresents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrowerhereby covenants that such Borrower will continue to keep informed of Borrowers’ financial condition, the financial condition of other guarantors, if any, andof all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. -34-(g) Each Borrower waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election ofremedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Agent’s or such Lender’s rights of subrogationand reimbursement against such Borrower by the operation of Section 580(d) of the California Code of Civil Procedure or any other similar laws or otherwise.(h) The provisions of this Section 2.14 are made for the benefit of Agent, Lenders and their respective successors and assigns, and may beenforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Agent,Lender, successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remediesavailable to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect anyother remedy. The provisions of this Section 2.14 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If atany time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent or anyLender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.14 will forthwith be reinstated ineffect, as though such payment had not been made.(i) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Loan Party with respect toany liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of theObligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may haveagainst any other Loan Party with respect to any payments to any Agent or Lender hereunder or under any other Loan Documents are hereby expressly madesubordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment infull in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under thelaws of any jurisdiction relating to any Loan Party, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cashbefore any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Loan Party therefor.3. CONDITIONS; TERM OF AGREEMENT.3.1. Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to make the initial extensions of credit provided forhereunder is subject to the fulfillment, to the satisfaction of Agent, each Co-Collateral Agent and each Lender, of each of the conditions precedent set forth onSchedule 3.1 (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent). -35-3.2. Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loanshereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent:(a) the representations and warranties of Parent or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true andcorrect in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified ormodified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent thatsuch representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all materialrespects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materialityin the text thereof) as of such earlier date);(b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from themaking thereof;(c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such creditshall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, or any Lender; and(d) no Material Adverse Change shall have occurred since the Closing Date.No member of the Lender Group shall make any Revolving Loans under Section 2.1 hereof without the consent of all Lenders at any time that an Eventof Default under Section 8.6(a) hereof that arises on account of the occurrence of a Split Lien Termination Date shall have occurred and be continuing, anEvent of Default arising as a result of a breach of Section 5.16 hereof shall have occurred and be continuing or the lenders party to the Split Lien CreditAgreement are refusing to fund as a result of the existence of an “Event of Default” under and as defined in the Split Lien Credit Agreement.3.3. Maturity. This Agreement shall continue in full force and effect for a term ending on the earlier of the Maturity Date or the Required PrepaymentDate.3.4. Effect of Maturity. On the earlier of the Maturity Date or the Required Prepayment Date, all commitments of the Lender Group to provideadditional credit hereunder shall automatically be terminated and all of the Obligations immediately shall become due and payable without notice or demandand Borrowers shall be required to repay all of the Obligations in full. No termination of the obligations of the Lender Group (other than payment in full of theObligations and termination of the Commitments) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under anyother Loan Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paidin full and the Commitments have been terminated. When all of the Obligations have been paid in full and the Lender Group’s obligations to provide additionalcredit under the Loan Documents have been terminated irrevocably, Agent will, at Borrowers’ sole expense, execute and deliver any termination statements, lienreleases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessaryto release, as of record, Agent’s Liens and all notices of security interests and liens previously filed by Agent. -36-3.5. Early Termination by Borrowers. Borrowers have the option, at any time upon 5 Business Days prior written notice to Agent, to terminate thisAgreement and terminate the Commitments hereunder by repaying to Agent all of the Obligations in full, including, without limitation the prepayment feedescribed in Section 2.10(d), as applicable. The foregoing notwithstanding, (a) Borrowers may rescind termination notices relative to proposed payments infull of the Obligations with the proceeds of third party Indebtedness if the closing for such issuance or incurrence does not happen on or before the date of theproposed termination (in which case, a new notice shall be required to be sent in connection with any subsequent termination), and (b) Borrowers may extendthe date of termination at any time with the consent of Agent (which consent shall not be unreasonably withheld or delayed).4. REPRESENTATIONS AND WARRANTIES.In order to induce the Lender Group to enter into this Agreement, each Borrower makes the following representations and warranties to the LenderGroup which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representationsand 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 allmaterial respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified bymateriality 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 ofthe 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, inwhich case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable toany representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) and such representations andwarranties shall survive the execution and delivery of this Agreement:4.1. Due Organization and Qualification; Subsidiaries.(a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualifiedto do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisitepower and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the LoanDocuments to which it is a party and to carry out the transactions contemplated thereby.(b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permittedunder this Agreement) is a complete and accurate description of the authorized Equity Interest of Parent, by class, and, as of the Closing Date, a description ofthe number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, -37-warrants, or calls relating to any shares of Parent’s Equity Interest, including any right of conversion or exchange under any outstanding security or otherinstrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interest or anysecurity convertible into or exchangeable for any of its Equity Interest.(c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted underthis Agreement), is a complete and accurate list of Parent’s direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common andpreferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owneddirectly or indirectly by Parent. All of the outstanding Equity Interest of each such Subsidiary has been validly issued and is fully paid and non-assessable.(d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s or itsSubsidiaries’ Equity Interest, including any right of conversion or exchange under any outstanding security or other instrument.4.2. Due Authorization; No Conflict.(a) Subject to the approval of the Bankruptcy Court pursuant to the Financing Order, as to each Loan Party, the execution, delivery, andperformance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such LoanParty.(b) Subject to the approval of the Bankruptcy Court pursuant to the Financing Order, as to each Loan Party, the execution, delivery, andperformance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law orregulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decreeof any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with duenotice or lapse of time or both) a default under any material agreement of any Loan Party or its Subsidiaries, (iii) result in or require the creation or impositionof any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of EquityInterest of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that havebeen obtained and that are still in force and effect.4.3. Governmental Consents. Subject to approval of the Bankruptcy Court pursuant to the Financing Order, the execution, delivery, and performanceby each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the LoanDocuments do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority,other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect. -38-4.4. Binding Obligations; Perfected Liens.(a) Subject to the approval of the Bankruptcy Court and pursuant to the Financing Order, each Loan Document has been duly executed anddelivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party inaccordance with its respective terms.(b) Subject to the approval of the Bankruptcy Court and pursuant to the Financing Order, Agent’s Liens are validly created, perfected (other than(i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations, (iv) commercialtort claims (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts andSecurities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Security Agreement, and subject only to the filing of financingstatements, and the recordation of the Mortgages, in each case, in the appropriate filing offices), and first priority Liens, subject as to priority only toPermitted Senior Liens.4.5. Title to Assets; No Encumbrances. Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of feeinterests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (inthe case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in eachcase except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens exceptfor Permitted Liens.4.6. Litigation.(a) Other than the filing, commencement and continuation of the Bankruptcy Cases and any litigation resulting therefrom, there are no actions,suits, or proceedings pending or, to the knowledge of Borrowers, after due inquiry, threatened in writing against a Loan Party or any of its Subsidiaries thateither individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.(b) Schedule 4.6(b) sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with assertedliabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $100,000 that, as of the Closing Date, is pending or, to theknowledge of Borrowers, after due inquiry, threatened against a Loan Party or any of its Subsidiaries, of (i) the parties to such actions, suits, or proceedings,(ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status, as of the Closing Date, with respect to suchactions, suits, or proceedings, and (iv) whether any liability of the Loan Parties’ and their Subsidiaries in connection with such actions, suits, or proceedingsis covered by insurance.4.7. Compliance with Laws. Except as otherwise permitted by the Bankruptcy Code or pursuant to any order of the Bankruptcy Court, which ordershall be in form and substance acceptable to the Agent, no Loan Party nor any of its Subsidiaries (a) is in violation of -39-any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably beexpected to result in a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules orregulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domesticor foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.4.8. No Material Adverse Effect. All historical financial statements relating to the Loan Parties and their Subsidiaries that have been delivered byBorrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and beingsubject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties’ and their Subsidiaries’ consolidated financial condition asof the date thereof and results of operations for the period then ended. Since December 29, 2012, other than the filing, commencement and continuation of theBankruptcy Cases and the events that customarily result from the filing, commencement and continuation of the Bankruptcy Cases (including any litigationresulting therefrom), no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect withrespect to the Loan Parties and their Subsidiaries.4.9. No Fraudulent Conveyance. No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party inconnection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present orfuture creditors of such Loan Party.4.10. Employee Benefits. No Loan Party, none of their Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any Benefit Plan.4.11. Environmental Condition. Except as set forth on Schedule 4.11, (a) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle,treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, inany material respect, of any applicable Environmental Law, (b) to Borrowers’ knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposalsite, (c) no Loan Party nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to anyReal Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities oroperations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law orEnvironmental Liability.4.12. Complete Disclosure. All factual information taken as a whole (other than forward-looking information and projections and information of ageneral economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent,any Co-Collateral Agent or any Lender (including all -40-information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other LoanDocuments, and all other such factual information taken as a whole (other than forward-looking information and projections and information of a generaleconomic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing toAgent, any Collateral Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified andnot incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in lightof the circumstances under which such information was provided. The Projected Information delivered to Agent and Co-Collateral Agents, on January 27,2013, represent, and as of the date on which any other Projections are delivered to Agent and Co-Collateral Agents, such additional Projections represent,Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Subsidiaries’ future performance for the periodscovered thereby based upon assumptions believed by Borrowers to be reasonable at the time of the delivery thereof to Agent and Co-Collateral Agents (it beingunderstood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and theirSubsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections orforecasts based on methods and assumptions which Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed asfacts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results).4.13. Patriot Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, asamended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and anyother enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Interceptand Obstruct Terrorism (USA Patriot Act of 2001) (the “Patriot Act”). No part of the proceeds of the loans made hereunder will be used by any Loan Party orany of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidatefor political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation ofthe United States Foreign Corrupt Practices Act of 1977, as amended.4.14. Indebtedness. Set forth on Schedule 4.14 is a true and complete list of all Indebtedness of each Loan Party and each of its Subsidiariesoutstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date andsuch Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of the date specified on such Schedule.4.15. Payment of Taxes. Except to the extent subject to the automatic stay and as otherwise permitted under Section 5.5, all tax returns and reports ofeach Loan Party and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payableand all assessments, fees and other governmental charges upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses andfranchises that are due and payable have been paid when due and payable. Each Loan Party and -41-each of its Subsidiaries have made adequate provision in accordance with GAAP for all taxes not yet due and payable. Borrowers know of no proposed taxassessment against a Loan Party or any of its Subsidiaries that is not being actively contested by such Loan Party or such Subsidiary diligently, in goodfaith, and by appropriate proceedings; provided such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shallhave been made or provided therefor.4.16. Margin Stock. No Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extendingcredit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans made to Borrowers will be used to purchase or carryany Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions ofRegulation T, U or X of the Board of Governors.4.17. Governmental Regulation. No Loan Party nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the InvestmentCompany Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise renderall or any portion of the Obligations unenforceable. No Loan Party nor any of its Subsidiaries is a “registered investment company” or a company “controlled”by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the InvestmentCompany Act of 1940.4.18. OFAC. No Loan Party nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administeredand enforced by OFAC. No Loan Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in SanctionedEntities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No proceeds of any loan made hereunderwill be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.4.19. Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowers, threatened againstParent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Parent or itsSubsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) nostrike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Parent or its Subsidiaries that couldreasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowers, after due inquiry, no union representation question existing withrespect to the employees of Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Parent or itsSubsidiaries. None of Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act orsimilar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Parent or its Subsidiaries have not been inviolation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in theaggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Parent or its Subsidiaries on account of wages andemployee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Parent. -42-4.20. Intentionally Omitted.4.21. Leases. Each Loan Party and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to whichthey are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no materialdefault by the applicable Loan Party or its Subsidiaries exists under any of them.4.22. Eligible Accounts. As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted to Co-Collateral Agents, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory orthe rendition of services to such Account Debtor in the ordinary course of the Borrowers’ business, (b) owed to Borrowers without any known defenses,disputes, offsets, counterclaims, or rights of return or cancellation, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (otherthan Co-Collateral Agents-discretionary criteria) set forth in the definition of Eligible Accounts.4.23. Eligible Inventory. As to each item of Inventory that is identified by the Borrowers as Eligible Inventory in a Borrowing Base Certificatesubmitted to Co-Collateral Agents, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible byvirtue of one or more of the excluding criteria (other than Co-Collateral Agents-discretionary criteria) set forth in the definition of Eligible Inventory.4.24. Location of Inventory. The Inventory of Borrowers is not stored with a bailee, warehouseman, or similar party except to the extent permitted underSection 6.13 and is located only at, or in-transit between, the locations identified on Schedule 4.24 (as such Schedule may be updated pursuant toSection 5.14).4.25. Inventory Records. Each Loan Party keeps correct and accurate records itemizing and describing the type, quality, and quantity of its and itsSubsidiaries’ Inventory and the book value thereof.4.26. Other Documents. Borrowers have delivered to Agent a complete and correct copy of the Split Lien Documents, including all schedules andexhibits thereto. The execution, delivery and performance of each of the Split Lien Documents has been duly authorized by all necessary action on the part ofLoan Parties.4.27. Matters Relating to Liens and Property Rights. The entry of the Financing Order is effective to create in favor of Agent, for the benefit ofLenders, as security for the Obligations, (i) a valid first priority (other than with respect to the Permitted Priority Liens and the Carveout) Lien on all of theCollateral pursuant to Sections 364(c)(2), (c)(3) and (d) of the Bankruptcy Code and (ii) an allowed administrative expense in each of the Bankruptcy Caseshaving priority under Section 364(c)(1) of the Bankruptcy Code over all other administrative expenses (including, without limitation, such expenses specifiedin Sections 105, 326, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 546(c), 726 and 1114 of the Bankruptcy Code), subject -43-only to the Permitted Priority Liens and the Carveout (the “Superpriority Claims”). Except for the Financing Order, no authorization, approval or other actionby, and no notice to or filing with, any Governmental Authority is required for either (x) the pledge or grant by Borrower or any of its Subsidiaries of the Lienspurported to be created in favor of Agent pursuant to this Agreement or any of the Loan Documents or (y) the exercise by Agent of any rights or remedies inrespect of any Collateral (whether specifically granted or created pursuant to this Agreement, any of the Loan Documents or created or provided for byapplicable law), except as may be required in connection with the disposition of any pledged Collateral by laws generally affecting the offering and sale ofsecurities.4.28. Budget. The Budget was prepared by Borrowers’ financial personnel and represents the good faith belief of such Persons at such time as to theprobable course of Borrowers’ business and financial affairs, over the periods shown therein, subject to the assumptions stated therein.4.29. Financing Order. The Financing Order is in full force and effect, is not subject to a pending appeal or motion for leave to appeal or otherproceeding to set aside such order and has not been reversed, modified, amended, stayed or vacated except, in the case of non-material modifications, withAgent’s written consent and, in the case of other modifications, with each Lender’s written consent.5. AFFIRMATIVE COVENANTS.Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations:5.1. Financial Statements, Reports, Certificates. Borrowers (a) will deliver to Agent, with copies to each Lender, each of the financial statements,reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agree that no Subsidiary of a Loan Party will have a fiscal yeardifferent from that of Borrowers, (c) agree to maintain a system of accounting that enables Borrowers to produce financial statements in accordance withGAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and maintain recordspertaining to the Collateral that contains information as from time to time that reasonably may be requested by Agent, and (d) agree that they will, and willcause each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to their and theirSubsidiaries’ sales, and (ii) maintain their billing systems and practices substantially as in effect as of the Closing Date and shall only make materialmodifications thereto with notice to, and with the consent of, Agent.5.2. Reporting. Borrowers (a) will deliver to Agent and Co-Collateral Agents (and if so requested by Agent, with copies for each Lender) each of thereports set forth on Schedule 5.2 at the times specified therein, and (b) agree to cooperate fully with Agent and Co-Collateral Agents to facilitate and implementa system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth on such Schedule. -44-5.3. Existence. Except as otherwise permitted under Section 6.4, Parent will, and will cause each of its Subsidiaries to, at all times preserve and keep infull force and effect such Person’s valid existence and good standing in its jurisdiction of organization and, except as could not reasonably be expected to resultin a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits,licenses, accreditations, authorizations, or other approvals material to their businesses.5.4. Maintenance of Properties. Parent will, and will cause each of its Subsidiaries to, maintain and preserve all of its assets that are necessary oruseful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty, and condemnation excepted.5.5. Taxes. Parent will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension period(including any extension by virtue of the Bankruptcy Cases) all material governmental assessments and taxes with respect to periods after the Filing Datewhether real, personal or otherwise, due and payable by, or imposed, levied, or assessed against it, or any of its assets, except to the extent that the validity ofsuch governmental assessment or tax is the subject of a Permitted Protest.5.6. Insurance. Parent will, and will cause each of its Subsidiaries to, at Borrowers’ expense, (a) maintain insurance respecting each of Parent’s and itsSubsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same orsimilar businesses and similarly situated and located. All such policies of insurance shall be with financially sound and reputable insurance companiesacceptable to Agent and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarlysituated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scopeof the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). All property insurance policies covering the Collateral are tobe made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payableendorsement with a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as Agent may reasonably require tofully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liabilityinsurance are to be delivered to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shallprovide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If Parent or itsSubsidiaries fail to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s partfor obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Administrative Borrower shallgive Agent prompt notice of any loss exceeding $250,000 covered by its or its Subsidiaries’ property or business interruption insurance. Upon the occurrenceand during the continuance of an Event of Default, Agent shall have the sole right to file claims under any property insurance policies in respect of theCollateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts,releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under anysuch insurance policies. -45-5.7. Inspection.(a) Parent will, and will cause each of its Subsidiaries to, permit Agent, any Co-Collateral Agent, any Lender, and each of their respective dulyauthorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine and make copies of its booksand records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees (provided an authorizedrepresentative of Administrative Borrower shall be allowed to be present) at such reasonable times and intervals as Agent, any Co-Collateral Agent or anyLender, as applicable, may designate and, so long as no Default or Event of Default has occurred and is continuing, with reasonable prior notice toAdministrative Borrower and during regular business hours.(b) Parent will, and will cause each of its Subsidiaries to, permit Agent or Co-Collateral Agents and each of its duly authorized representatives oragents to conduct appraisals and valuations at such reasonable times and intervals and in such manner as Agent or Co-Collateral Agents may designate.5.8. Compliance with Laws. Parent will, and will cause each of its Subsidiaries to, comply with the requirements of all applicable laws, rules,regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in theaggregate, could not reasonably be expected to result in a Material Adverse Effect.5.9. Environmental. Parent will, and will cause each of its Subsidiaries to,(a) Keep any property either owned or operated by Parent or its Subsidiaries free of any Environmental Liens or post bonds or other financialassurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,(b) Comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonablyrequests,(c) Promptly notify Agent of any release of which any Borrower has knowledge of a Hazardous Material in any reportable quantity from or ontoproperty owned or operated by Parent or its Subsidiaries and take any Remedial Actions required to abate said release or otherwise to come into compliance, inall material respects, with applicable Environmental Law, and(d) Promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) noticethat an Environmental Lien has been filed against any of the real or personal property of Parent or its Subsidiaries, (ii) commencement of any EnvironmentalAction or written notice that an Environmental Action will be filed against Parent or its Subsidiaries, and (iii) written notice of a violation, citation, or otheradministrative order from a Governmental Authority. -46-5.10. Disclosure Updates. Borrowers will, promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if anywritten information, exhibit, or report furnished to Agent, any Co-Collateral Agent or the Lenders contained, at the time it was furnished, any untrue statementof a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in whichmade. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untruestatement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any ofthe Schedules hereto.5.11. Intentionally omitted.5.12. Further Assurances. Parent will, and will cause each of the other Loan Parties to, at any time upon the reasonable request of Agent, execute ordeliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel,and all other documents (the “Additional Documents”) that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create,perfect, and continue perfected or to better perfect Agent’s Liens in the assets of Parent and its Subsidiaries (whether now owned or hereafter arising oracquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Agent in any Real Property acquired (x) in fee by any Loan Party witha fair market value in excess of $200,000 or (y) by lease, with respect to which the gross rental payments are in excess of $100,000 annually and for which theterm of the leasehold (after giving effect to any renewals and extensions at the option of Loan Parties) is two years or longer, and in order to fully consummateall of the transactions contemplated hereby and under the other Loan Documents; provided that the foregoing shall not apply to any Subsidiary of Parent thatis a CFC if providing such documents would result in adverse tax consequences or the costs to the Loan Parties of providing such documents areunreasonably excessive (as determined by Agent in consultation with Administrative Borrower) in relation to the benefits to Agent and the Lenders of thesecurity afforded thereby. To the maximum extent permitted by applicable law, if any Loan Party refuses or fails to execute or deliver any reasonably requestedAdditional Documents within a reasonable period of time following the request to do so, each Loan Party hereby authorizes Agent to execute any suchAdditional Documents in the applicable Loan Party’s name and authorizes Agent to file such executed Additional Documents in any appropriate filing office. Infurtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensurethat the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets of Parent and its Subsidiaries, including all of theoutstanding capital Equity Interests of Borrowers and Borrowers’ Subsidiaries (subject to exceptions and limitations contained in the Loan Documents withrespect to CFCs).5.13. Chief Restructuring Officer. Borrowers will continue to appoint, retain and engage the Chief Restructuring Officer on terms and conditionsacceptable to the Agent, which will include, without limitation, assisting Borrowers in the management of their businesses, preparation of forecasts andprojections, and the formulation and implementation of strategic initiatives in connection with the Bankruptcy Cases. Borrowers hereby and will continue toauthorize and instruct the chief restructuring officer to (a) share with the Agent and Lenders all budgets, records, projections, financial information, reportsand other information relating to the -47-Collateral, the financial condition, operations and the sale, marketing or reorganization process of the Borrowers’ businesses and assets as requested from timeto time, except to the extent access to such information would compromise the Borrowers’ attorney-client privilege and (b) make himself available to Agent, theCo-Collateral Agents and the Lenders as reasonably requested by the Agent, the Co-Collateral Agents and the Lenders. Borrowers will provide the chiefrestructuring officer, complete access to all of the Borrowers’ books and records, all of Borrowers’ premises and to Borrowers’ management as and whendeemed necessary by the chief restructuring officer or the Agent.5.14. Location of Inventory. Parent will, and will cause each of its Subsidiaries to, keep its Inventory only at the locations identified on Schedule 4.24and their chief executive offices only at the locations identified on Schedule 4.24 as its chief executive office; provided, that Borrowers may amend Schedule4.24 so long as such amendment occurs by written notice to Agents not less than 10 days prior to the date on which such Inventory is moved to such newlocation or such chief executive office is relocated and so long as such new location is within the continental United States.5.15. Guarantor Reports. Parent will, and will cause each of its Subsidiaries to, cause each Guarantor to deliver its annual financial statements at thetime when Borrowers provide their financial statements to Agent, but only to the extent such Guarantor’s financial statements are not consolidated withBorrowers’ financial statements.5.16. Bankruptcy Transaction Milestones. Parent will, and will cause each of its Subsidiaries to, cause the performance and delivery of the items setforth on Schedule 5.16 on or before the dates specified therein with respect to such items (the “Milestones”).6. NEGATIVE COVENANTS.Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations:6.1. Indebtedness. Parent will not, and will not permit any of its Subsidiaries to create, incur, assume, suffer to exist, guarantee, or otherwise becomeor remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness. Parent will not, and will not permit any of itsSubsidiaries to be or remain liable with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee or similarobligations (whether or not drawn) except for Permitted Surety Bonds in an aggregate amount not in excess of $30,000,000 at any time.6.2. Liens. Parent will not, and will not permit any of its Subsidiaries to create, incur, assume, or suffer to exist, directly or indirectly, any Lien on orwith respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.Notwithstanding anything to the contrary in this Agreement or other Loan Documents, Parent will not, and will not permit any of its Subsidiaries to, create,incur, assume, or suffer to exist, directly or indirectly, any Lien with priority over the Liens created by the Loan Documents and Split Lien Loan Documents,except the Carveout. -48-6.3. Restrictions on Fundamental Changes. Parent will not, and will not permit any of its Subsidiaries to,(a) enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests,(b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution),(c) suspend or cease operating a substantial portion of its or their business, or(d) form any new Subsidiary without Agent’s prior written consent; provided, that, to the extent the Agent consents to the formation of any newSubsidiary, such new Subsidiary shall guaranty the Obligations and grant Liens on substantially all of its assets to secure the Obligations pursuant todocumentation in form and substance acceptable to Agent.6.4. Disposal of Assets. Other than Permitted Dispositions, Parent will not, and will not permit any of its Subsidiaries to convey, sell, lease, license,assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any of its or theirassets.6.5. Nature of Business. Parent will not, and will not permit any of its Subsidiaries to make any change in the nature of its or their business asdescribed in Schedule 6.5 or acquire any properties or assets that are not reasonably related to the conduct of such business activities; provided, that theforegoing shall not prevent Parent and its Subsidiaries from engaging in any business that is reasonably related or ancillary to its or their business.6.6. Prepayments and Amendments. Parent will not, and will not permit any of its Subsidiaries to,(a) Except in connection with Refinancing Indebtedness permitted by Section 6.1,(i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Parent or its Subsidiaries (including theIndebtedness under the Split Lien Documents), other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances,or(ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if suchpayment is not permitted at such time under the subordination terms and conditions applicable thereto, or(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) theObligations in accordance with this Agreement, (B) the Split Lien Documents in accordance with the terms of the Split -49-Lien Intercreditor Agreement (as in effect on the date hereof), (C) Permitted Intercompany Advances, and (D) ordinary course amendments, modifications andchanges to Indebtedness permitted under clauses (d), (f), and (i) of the definition of Permitted Indebtedness, or(ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate,could reasonably be expected to be materially adverse to the interests of the Lenders.6.7. Restricted Payments. Parent will not, and will not permit any of its Subsidiaries to make any Restricted Payment.6.8. Accounting Methods. Parent will not, and will not permit any of its Subsidiaries to modify or change its fiscal year or its method of accounting(other than as may be required to conform to GAAP) or enter into, modify, or terminate any agreement currently existing, or at any time hereafter entered intowith any third party accounting firm or service bureau for the preparation or storage of Parent or its Subsidiaries’ accounting records without said accountingfirm or service bureau agreeing to provide Agent information regarding Parent’s and its Subsidiaries’ financial condition.6.9. Investments. Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, make or acquire any Investment or incur anyliabilities (including contingent obligations) for or in connection with any Investment except for Permitted Investments.6.10. Transactions with Affiliates. Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to existany transaction with any Affiliate of Parent or any of its Subsidiaries except for:(a) transactions (other than the payment of management, consulting, monitoring, or advisory fees) between Parent or its Subsidiaries, on the onehand, and any Affiliate of Parent or its Subsidiaries, on the other hand, so long as such transactions (i) are fully disclosed to Agent prior to the consummationthereof, if they involve one or more payments by Parent or its Subsidiaries in excess of $250,000 for any single transaction or series of related transactions,and (ii) are no less favorable, taken as a whole, to Parent or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate,(b) so long as it has been approved by Parent’s or its applicable Subsidiary’s board of directors (or comparable governing body) in accordancewith applicable law, any indemnity provided for the benefit of directors (or comparable managers) of Parent or its applicable Subsidiary,(c) so long as it has been approved by Parent’s or its applicable Subsidiary’s board of directors (or comparable governing body) in accordancewith applicable law, the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside directors ofParent and its Subsidiaries in the ordinary course of business and consistent with industry practice. -50-Notwithstanding anything contained in this Agreement to the contrary, except for Permitted Intercompany Advances, no Loan Party shall enter into anytransaction with, make any loan, advance or other Investment in, or otherwise transfer any property to any Subsidiary of Parent that is not a Loan Party.6.11. Use of Proceeds. Parent will not, and will not permit any of its Subsidiaries to use the proceeds of any loan made hereunder for any purpose otherthan (a) on the Closing Date, (i) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, thecommencement of the Bankruptcy Cases and the transactions contemplated hereby and thereby, (ii) to fund working capital needs and general corporatepurposes of Borrowers (including, without limitation, payments with respect to the Carveout and the Management Incentive Plan) and (iii) to providepayments of “adequate protection” (as set forth in Section 361 of the Bankruptcy Code) in favor of the Existing Lenders and (b) thereafter, consistent with theterms and conditions hereof, for their lawful and permitted purposes (including that no part of the proceeds of the loans made to Borrowers will be used topurchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purposethat violates the provisions of Regulation T, U or X of the Board of Governors), as permitted by, and consistent in all respects with, the Budget and theFinancing Order, including, without limitation, to repay upon the entry of the Final Order, in full, the Existing Secured Obligations, including outstandingprincipal, accrued interest, and accrued fees and expenses owing under or in connection with the Existing Loan Agreement and other Existing LoanDocuments.Without limiting the generality of the foregoing, Parent will not, and will not permit any of its Subsidiaries to use the proceeds of any loan madehereunder or any proceeds of ABL Priority Collateral to be applied to (i) repay or prepay any of the Existing Split Lien Indebtedness or Split Lien Indebtedness(including any interest, fees, costs and expenses, tax or indemnification obligations), (ii) any Taxes incurred upon or as a result of the Disposition of SplitLien Priority Collateral or (iii) to affirmatively commence or support, or to pay any professional fees incurred to commence or support, any adversaryproceeding, motion or other action that seeks to challenge, contest or otherwise seek to impair or object to the validity, extent enforceability or priority of theLiens, claims or rights in favor of Agent, any Lender, Existing Agent or any Existing Lender.6.12. Limitation on Issuance of Equity Interests. Parent will not, and will not permit any of its Subsidiaries to issue or sell or enter into anyagreement or arrangement for the issuance or sale of any of its Equity Interests.6.13. Inventory at Bailees. Parent will not, and will not permit any of its Subsidiaries to store its Inventory at any time with a bailee, warehouseman,or similar party except to the extent the aggregate amount of such Inventory does not exceed $38,000,000 during the period commencing on May 1st throughSeptember 30 of each year and does not exceed $10,000,000 at any other time. -51-6.14. Financing Order; Administrative Expense Priority; Payments. Parent will not, and will not permit any of its Subsidiaries to:(a) seek, consent to or suffer to exist at any time any modification, stay, vacation or amendment of the Financing Order, except for non-materialmodifications and amendments joined in or agreed to in writing by Agent or material modifications and amendments joined in or agreed to in writing by Agentand each Lender;(b) seek the use of “Cash Collateral” (as defined in the Financing Order) in a manner inconsistent with the terms of the Financing Order without,in the case of non-material deviations, the prior written consent of Agent and, in all other cases, the consent of each Lender;(c) suffer to exist at any time a priority for any administrative expense or unsecured claim against any Borrower (now existing or hereafter arisingof any kind or nature whatsoever, including, without limitation, any administrative expenses of the kind specified in Sections 105, 326, 328, 365, 503((b),506(c), 507(a), 507(b), 546(c), 726, 1113 and 1114 of the Bankruptcy Code) or any super priority claim which is equal or superior to the priority of theLender Group in respect of the Obligations, except for the amounts having a priority over the Obligations to the extent set forth in the definition of Carveout;(d) suffer to exist at any time any Lien on any properties, assets or rights (including, without limitation, Accounts, Inventory and all otherCollateral) except for Permitted Priority Liens;(e) prior to the date on which the Obligations have been indefeasibly paid in full in cash, all Letters of Credit have been cash collateralized orreturned for cancellation pursuant to this Agreement, and this Agreement has been terminated, pay any administrative expenses, except administrative expensesincurred in the ordinary course of the business of Borrowers, in each case subject to the extent and having the order of priority set forth in the definition ofCarveout; and(f) notwithstanding the foregoing, the Borrowers shall be permitted to pay as the same may become due and payable (i) administrative expenses ofthe kind specified in Section 503(b) of the Bankruptcy Code incurred in the ordinary course of business and to the extent otherwise authorized under theFinancing Order and this Agreement and (ii) compensation and reimbursement of expenses to professionals allowed and payable under Sections 330 and 331 ofthe Bankruptcy Code to the extent permitted by the Financing Order.6.15. Variance Test. Parent will not permit, and will not permit any of its Subsidiaries to permit:(a) (i) the aggregate amount of the actual receipts of the type set forth in the line item “Collections” on the accepted thirteen-week cash flow forecastunder the Budget during any first fiscal week of any fiscal month of the Administrative Borrower (the first such fiscal week ending on February 2, 2013)(each, a “Single Test Week”) to be less than 75% of the budgeted amount, or (ii) the average amount of such actual receipts in any rolling two fiscal weekperiod of any fiscal month of the Administrative Borrower (for the avoidance of doubt, such rolling two fiscal week period ends on the end of the second,third, fourth and (if applicable) fifth fiscal week of each fiscal month) (each, a “Rolling Two Week Test Period”) to be less than 80% of the average budgetedamounts for such period, in each case of (i) and (ii), set forth in the line item “Collections” on the accepted thirteen-week cash flow forecast under the Budget; -52-(b) the average amount of the actual disbursements of the type set forth in the line item “Payroll” on the accepted thirteen-week cash flow forecastunder the Budget in any Rolling Two Week Test Period to exceed 110% of the average of the budgeted amounts for such period set forth in the line item“Payroll” on the accepted thirteen-week cash flow forecast under the Budget;(c) (i) the aggregate amount of the actual disbursements of the type set forth in any of the line items “Debtor Professional Fees”, “Professional Feesfor Unsecured Creditors”, “AP Disbursement” and “Total Disbursements” on the accepted thirteen-week cash flow forecast under the Budget in any SingleTest Week to exceed 115% of the budgeted amount, or (ii) the average amount of each type of such disbursements in any Rolling Two Week Test Period toexceed 110% of the average of the budgeted amounts for such period, in each case of (i) and (ii), set forth in the corresponding line item “Debtor ProfessionalFees”, “Professional Fees for Unsecured Creditors”, “AP Disbursement” and “Total Disbursements” on the accepted thirteen-week cash flow forecast underthe Budget;(d) (i) the sum of the aggregate amounts of the actual disbursements of the types set forth in line items “Debtor Professional Fees”, “ProfessionalFees for Unsecured Creditors” and “Restructuring/Other Profess. Fees” on the accepted thirteen-week cash flow forecast under the Budget (the “ProfessionalFees Line Items”) in any Single Test Week to exceed 115% of sum of the budgeted amounts, or (ii) the average amount of the sum of such types ofdisbursements in any Rolling Two Week Test Period to exceed 110% of the average of the sum of the budgeted amounts for such period, in each case of (i) and(ii), set forth in the Professional Fees Line Items on the accepted thirteen-week cash flow forecast under the Budget, or(e) (i) the aggregate amount of the actual net cash flows of the type set forth in any of the line items “Net Cash Flows” on the accepted thirteen-week cash flow forecast under the Budget during any Single Test Week to be (x) less than 85% of the budgeted amount if such budgeted amount is positive or(y) more than 115% of the budgeted amount if such budgeted amount is negative, or (ii) the average amount of such type of net cash flows in any Rolling TwoWeek Test Period to be less than 85% of the average of the budgeted amount of such period if such average is positive or (y) more than 115% of the average ofthe budgeted amount if such budgeted amount is negative, in each case of (i) and (ii), set forth in the corresponding line item “Net Cash Flows” on theaccepted thirteen-week cash flow forecast under the Budget.Notwithstanding the variance tests set forth in clauses (c) and (e) of this Section 6.15 and solely with respect to the variance tests set forth therein, (i) thefiscal week ending February 2, 2013 (“Week 1”) and the fiscal week ending February 9, 2013 (“Week 2”) in the Budget will be combined and treated as aSingle Test Week and (ii) such tests with respect to any Rolling Two Week Test Period shall not apply until the end of the rolling three fiscal week periodending February 16, 2013 (and for the avoidance of doubt, will include the combined Week 1 and Week 2 referenced in (i) together with the fiscal week endingFebruary 16, 2013 on a cumulative basis). -53-7. [INTENTIONALLY OMITTED]8. EVENTS OF DEFAULT.Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:8.1. Payments. If any Borrower fails to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligationsconsisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereofconstituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of the Bankruptcy Cases), and suchfailure continues for a period of 3 Business Days, (b) all or any portion of the principal of the Loans, (c) any amount payable to Issuing Lender inreimbursement of any drawing under a Letter of Credit, or (d) all or any portion of the Existing Secured Obligations as and when due and payable inaccordance with the Financing Order.8.2. Covenants. If any Loan Party or any of its Subsidiaries:(a) fails to perform or observe any covenant or other agreement contained in any of (i) Sections 5.1, 5.2, 5.3 (solely if a Loan Party is not in goodstanding in its jurisdiction of organization), 5.6, 5.7 (solely if a Loan Party refuses to allow Agent or its representatives or agents to visit such Loan Party’sproperties, inspect its assets or books or records, examine and make copies of its books and records, or discuss such Loan Party’s affairs, finances, andaccounts with officers and employees of such Loan Party), 5.10, 5.13, 5.14, 5.15 or 5.16 of this Agreement, (ii) Sections 6 of this Agreement, (iii) Section 7of this Agreement, or (iv) Section 7 of the Guaranty and Security Agreement;(b) fails to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if a Loan Party is not in good standingin its jurisdiction of organization), 5.4, 5.5, 5.8, and 5.12 of this Agreement and such failure continues for a period of 10 days after the earlier of (i) the dateon which such failure shall first become known to any officer of any Borrower or (ii) the date on which written notice thereof is given to AdministrativeBorrower by Agent; or(c) fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each case,other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which event such other provision of this Section 8 shallgovern), and such failure continues for a period of 30 days after the earlier of (i) the date on which such failure shall first become known to any officer of anyBorrower or (ii) the date on which written notice thereof is given to Administrative Borrower by Agent. -54-8.3. Judgments. If, after the Filing Date, one or more judgments, orders, or awards for the payment of money involving an aggregate amount of$200,000, or more (except to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has notdenied coverage) is entered or filed against a Loan Party or any of its Subsidiaries, or with respect to any of their respective assets, and either (a) there is aperiod of 30consecutive days at any time after the entry of any such judgment, order, or award during which (1) the same is not discharged, satisfied, vacated, or bondedpending appeal, or (2) a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award;8.4. Existing Loan Documents. If there is an “Event of Default” under and as defined in the Existing Loan Documents first arising after the Filing Dateother than any default (x) arising prior to the Filing Date, (y) due to Borrowers’ filing, commencement and continuation of the Bankruptcy Cases and theevents that customarily result from the filing, commencement and continuation of the Bankruptcy Cases (including any litigation resulting therefrom), or(z) due to restrictions on payments arising under the Bankruptcy Cases;8.5. Intentionally Omitted.8.6. Default Under Other Agreements. If, first arising after the Filing Date, there is (a) an “Event of Default” (as defined in the Split Lien CreditAgreement or the Existing Split Lien Credit Agreement), (b) a default in one or more agreements to which a Loan Party or any of its Subsidiaries is a partywith one or more third Persons relative to a Loan Party’s or any of its Subsidiaries’ Indebtedness involving an aggregate amount of $200,000 or more, andsuch default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person, irrespective of whether exercised, toaccelerate the maturity of such Loan Party’s or its Subsidiary’s obligations thereunder, or (c) a default in or an involuntary early termination of one or moreHedge Agreements to which a Loan Party or any of its Subsidiaries is a party involving an aggregate amount of $200,000 or more, other than (x) any defaultarising prior to the Filing Date, (y) due to Borrowers’ filing, commencement and continuation of the Bankruptcy Cases and any litigation arising therefrom, or(z) due to restrictions on payments arising as a result of the Bankruptcy Cases;8.7. Representations, etc. If any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered inwriting to Agent, any Co-Collateral Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any materialrespect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materialityin the text thereof) as of the date of issuance or making or deemed making thereof;8.8. Guaranty. If the obligation of any Guarantor under any guaranty of the Obligations is limited or terminated by operation of law or by suchGuarantor (other than in accordance with the terms of this Agreement);8.9. Security Documents. If Guaranty and Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail orcease to create a valid and perfected and, except to the extent of Permitted Senior Liens, first priority Lien on the Collateral covered thereby, except (a) as a resultof a disposition of the applicable Collateral in a transaction permitted under this Agreement, or (b) as the result of an action or failure to act on the part ofAgent; -55-8.10. Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of anaction or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by a Loan Party or its Subsidiaries, or by anyGovernmental Authority having jurisdiction over a Loan Party or its Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or a LoanParty or its Subsidiaries shall deny that such Loan Party or its Subsidiaries has any liability or obligation purported to be created under any Loan Document;8.11. Change in Control. A Change in Control shall occur, whether directly or indirectly; or8.12. Bankruptcy Matters.(a) If Parent or any Subsidiary makes any payment on account of any Indebtedness existing as of the Filing Date, except for any paymentsexpressly authorized by the Financing Order and this Agreement or any payments set forth in the Budget and expressly authorized pursuant to any other orderof the Bankruptcy Court not objected to by Agent within two (2) Business Days after Agent has received written notification thereof from AdministrativeBorrower;(b) If the Final Order is not entered within thirty (30) days (or such other period as Agent and Required Lenders may agree to in writing) followingentry of the Interim Order; or any Financing Order is stayed, revised, revoked, remanded, rescinded, amended, reversed, vacated, or modified in any mannernot acceptable to, in the case of non-material modifications or revisions, the Agent and, in all other cases, each Lender;(c) If an order with respect to any of the Bankruptcy Cases shall be entered by the Bankruptcy Court (i) appointing a trustee under Section 1104,or an examiner with enlarged powers relating to the operation of the business of the Loan Parties under Section 1106(b) of the Bankruptcy Code or(ii) terminating any Loan Party’s exclusive rights to file and solicit acceptances for its plan;(d) Subject to the entry of the Final Order, if any Person other than a Borrower in connection with the Agreement or the Existing Loan Agreementshall assert any claim in an aggregate amount in excess of $50,000 in the any of the Bankruptcy Cases arising under Section 506(c) of the Bankruptcy Codeagainst Agent, any Lender or the Collateral, and either (i) the same shall remain unopposed by the Borrower for more than 5 Business Days, or (ii) in anyevent, any such claim shall not be disallowed, dismissed or withdrawn, with prejudice, within 60 days after the assertion thereof;(e) If any order is entered by the Bankruptcy Court sustaining any objection to the Existing Secured Obligations or any Existing Loan Document; -56-(f) If (i) any Borrower or any of its Subsidiaries shall attempt to invalidate, reduce or otherwise impair the Liens or security interests of Agent andthe Lenders, claims or rights against Borrower or any of its Subsidiaries or to subject any Collateral to assessment pursuant to Section 506(c) of theBankruptcy Code, (ii) any Lien or security interest created by this Agreement or the Financing Order shall, for any reason, ceases to be valid or (iii) any actionis commenced by Borrower or any of its Subsidiaries which contests the validity, perfection or enforceability of any of the Liens and security interests ofAgent and the Lenders created by this Agreement or the Financing Order;(g) If an order with respect to any of the Bankruptcy Cases shall be entered by the Bankruptcy Court converting any of the Bankruptcy Cases (orany case comprising part of any of the Bankruptcy Cases) to a case under chapter 7 of the Bankruptcy Code;(h) If any plan of reorganization is filed that, or an order shall be entered by the Bankruptcy Court confirming a reorganization plan in any of theBankruptcy Cases which, does not (i) contain a provision for termination of this Agreement and the Existing Loan Agreement, the Letter of CreditCollateralization in accordance with the provisions of this Agreement or return for cancellation of all Letters of Credit, the cash collateralization of all contingentobligations hereunder and the indefeasible payment in full in cash of all Obligations and all Existing Secured Obligations (“Paid in Full”) in a mannersatisfactory to the Agent on or before the effective date, or substantial consummation, of such plan; provided, that the foregoing shall not affect the right ofeach Lender, if any, to object to any plan of reorganization and (ii) provide for the continuation of the Liens and security interests granted to Agent andpriorities until such plan effective date all Obligations and Existing Secured Obligations are Paid in Full;(i) If an order shall be entered by the Bankruptcy Court dismissing the any of the Bankruptcy Cases which does not contain a provision fortermination of this Agreement and the Existing Loan Agreement and the Obligations and Existing Secured Obligations are not Paid in Full on or before suchdismissal;(j) If an order with respect to any of the Bankruptcy Cases shall be entered, (i) without the express prior written consent of Agent, to revoke,vacate, reverse, stay, modify, supplement or amend this Agreement and the transactions contemplated hereby, any Loan Document or the Financing Order, or(ii) unless in accordance with the Budget and with the express prior written consent of Agent, to permit any administrative expense or any claim (now existingor hereafter arising, of any kind or nature whatsoever) to have administrative priority as to Borrower’s equal or superior to the priority of the Lender Group inrespect of the Obligations, except for the amounts having a priority over the Obligations to the extent set forth in the definition of Carveout;(k) If an order shall be entered by the Bankruptcy Court granting relief from the automatic stay to any creditor(s) of Parent or any Subsidiary ofParent with respect to any claim in an amount equal to or exceeding $200,000 in the aggregate; provided, however, that it shall not be an Event of Default ifrelief from the automatic stay is granted (i) solely for the purpose of allowing such creditor to determine the liquidated amount of its claim against any suchPerson or (ii) to permit the commencement of or prosecution of a proceeding to collect solely against an insurance company; -57-(l) If a motion shall be filed seeking authority, or an order shall be entered in any of the Bankruptcy Cases, that (a) permits Parent or anySubsidiary of Parent to incur Indebtedness secured by any claim under Bankruptcy Code Section 364(c)(1) or by a Lien pari passu with or superior to theLien granted under the Loan Documents and the Existing Loan Documents and Bankruptcy Code Sections 364(c)(2) or (d), unless (i) all of the Obligationsand Existing Secured Obligations have been Paid in Full at the time of the entry of any such order, or (ii) the Obligations and the Existing Secured Obligationsare Paid in Full with such debt, or (b) permits Parent or any Subsidiary of Parent the right to use Collateral other than in accordance with the terms of theFinancing Order, unless all of the Obligations and Existing Secured Obligations shall have been Paid in Full;(m) Proceeds of any sale of all or substantially all assets of Borrowers are not directly remitted to Agent at the closing thereof, and the Obligationsand the Secured Obligations are not Paid in Full in accordance with the terms of this Agreement from such proceeds;(n) Any motions to sell Collateral or approve procedures regarding the same or any plan or disclosure statement or supplements or amendmentsthereto are not in form and substance reasonably acceptable to Agent, or any orders approving or amending any of the foregoing are not in form and substancereasonably acceptable to Agent and Co-Collateral Agents;(o) If Parent or any Subsidiary of Parent challenges the extent, validity or priority of the Obligations or the Existing Secured Obligations or theapplication of any payments or collections received by Agent, Co-Collateral Agents or Lenders to the Obligations or Existing Secured Obligations as providedfor herein; or any Loan Party challenges the validity, extent, perfection or priority of any Liens granted in the Collateral to secure the Obligations or the ExistingSecured Obligations;(p) If Lenders or the Collateral are surcharged pursuant to Sections 105, 506(c), 552 or any other section of the Bankruptcy Code;(q) If the Chief Restructuring Officer is terminated or disqualified for any reason, and Borrowers have not appointed a replacement ChiefRestructuring Officer reasonably acceptable to Agent within 7 days thereafter; or(r) Any application for any of the orders described in this Section 8.12 shall be made by any Person other than Agent and such application is notcontested in good faith by each applicable Loan Party, or if such relief is granted, such applicable Loan Party does not obtain a stay pending appeal of theentry of such order.9. RIGHTS AND REMEDIES.9.1. Rights and Remedies. Notwithstanding the provisions of Section 362 of the Bankruptcy Code, upon the occurrence and during the continuationof an Event of Default and subject to any notice required under the Financing Orders, the Required Lenders (at their election but without notice of their electionand without demand) may authorize and instruct Agent to do any one or more of the following on behalf of the Lender Group (and Agent, acting upon theinstructions of the Required Lenders, shall do the same on behalf of the Lender Group), all of which are authorized by Borrowers: -58-(a) (i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other thanthe Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents to be immediately due and payable, whereuponthe same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment,demand, protest, or further notice or other requirements of any kind, all of which are hereby expressly waived by Borrowers, (ii) terminate any Letter of Creditthat may be terminated in accordance with its terms, and (iii) direct Borrowers to provide (and Borrowers agree that upon receipt of such notice it will provide)Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations for drawings that may subsequently occur underissued and outstanding Letters of Credit;(b) cease advancing money or extending credit to or for the benefit of Borrowers under this Agreement, under any of the Loan Documents, orunder any other agreement between Borrowers and the Lender Group;(c) subject to the applicable terms, if any, of the Financing Order, terminate this Agreement and any of the other Loan Documents as to any futureliability or obligation of the Lender Group, but without affecting any of the Agent’s Liens in the Collateral and without affecting the Obligations;(d) subject to the applicable terms, if any, of the Financing Order, the Lender Group shall have all other rights and remedies available at law or inequity or pursuant to any other Loan Document; and(e) exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity.9.2. Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreementsshall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. Noexercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed acontinuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.10. WAIVERS; INDEMNIFICATION.10.1. Demand; Protest; etc. Each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment andnonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at anytime held by the Lender Group on which any Borrower may in any way be liable. -59-10.2. The Lender Group’s Liability for Collateral. Each Borrower hereby agrees that: (a) so long as Agent complies with its obligations, if any,under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damagethereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier,warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrowers.10.3. Indemnification. Borrowers shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant(each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations,proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all othercosts and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred andirrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of orrelated to the execution and delivery (provided that Borrowers shall not be liable for costs and expenses (including attorneys’ fees) of any Lender (other thanWFCF and GECC) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents), enforcement, performance, oradministration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents or any Existing LoanDocument, or the transactions contemplated hereby or thereby or the monitoring of Parent’s and its Subsidiaries’ compliance with the terms of the LoanDocuments (provided, that the indemnification in this clause (a) shall not extend to (i) disputes solely between or among the Lenders, (ii) disputes solelybetween or among the Lenders and their respective Affiliates; it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (butnot the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or(iii) any Taxes or any costs attributable to Taxes, which shall be governed by Section 16), (b) with respect to any investigation, litigation, or proceeding relatedto this Agreement, any other Loan Document or any Existing Loan Document, or the use of the proceeds of the credit provided hereunder or under the ExistingLoan Agreement (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto,and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased oroperated by Parent or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any suchassets or properties of Parent or any of its Subsidiaries (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing to the contrarynotwithstanding, Borrowers shall have no obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a courtof competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers,directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If anyIndemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required toindemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed byBorrowers with respect thereto. WITHOUT LIMITATION, -60-THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIESWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCHINDEMNIFIED PERSON OR OF ANY OTHER PERSON.11. NOTICES.Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writingand (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally deliveredor sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a party maydesignate in accordance herewith), or telefacsimile. In the case of notices or demands to any Borrower or Agent, as the case may be, they shall be sent to therespective address set forth below: If to any Borrower: SCHOOL SPECIALTY, INC.W6316 Design DriveGreenville, WI 54942Attn: Chief Financial OfficerFax No. 920-882-5863with copies to: PAUL, WEISS, RIFKIND, WHARTON &GARRISON LLP1285 Avenue of the AmericasNew York, New York 10019-6064Attn: Jeffrey D. Saferstein, Esq., Alan W. Kornberg,Esq. and Elizabeth R. McColm, Esq.Fax No. (212) 757-3990and: GODFREY KAHN S.C.780 North Water StreetMilwaukee, Wisconsin 53202-3590Attn: Dennis Connolly, Esq.Fax No. (414) 273-5198If to Agent: WELLS FARGO CAPITAL FINANCE, LLC150 South Wacker Drive, Suite 2200Chicago, Illinois 60603Attn: Account Manager – School SpecialtyFax No. (312) 332-0429with copies to: GOLDBERG KOHN LTD.55 East Monroe Street, Suite 3300Chicago, Illinois 60606Attn: Randall L. Klein & Jeremy M. DownsFax No. (312) 332-2196 -61-If to GECC: GENERAL ELECTRIC CAPITALCORPORATION500 West MonroeChicago, Illinois 60661Attn: Portfolio Manager – School SpecialtyFax No. (203) 956-4783with copies to: WINSTON & STRAWN LLP35 Wacker DriveChicago, Illinois 60601Attn: Kevin M. Ryan, Esq. andBrian I. Swett, Esq.Fax No. (312) 558-5700Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to theother party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the date of actual receipt or 3 BusinessDays after the deposit thereof in the mail; provided, that (a) notices sent by overnight courier service shall be deemed to have been given when received,(b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemedto have been given at the opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon thesender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or otherwritten acknowledgment).12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TOTHE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION,INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS OF THE PARTIES HERETO AND THERETOWITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND ANYCLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETOSHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.(b) IF THE BANKRUPTCY COURT ABSTAINS FROM HEARING OR REFUSES TO EXERCISE JURISDICTION OVER ANYOF THE FOLLOWING, THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THISAGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THEEXTENT -62-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 WHERESUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUPWAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINEOF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCEWITH THIS SECTION 12(b).(c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER AND EACH MEMBER OF THELENDER GROUP 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 ANY OF THE LOANDOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH BORROWERAND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACHKNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. INTHE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THECOURT.(d) EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVEJURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEWYORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITIONOR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCHACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THEJUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOANDOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDINGRELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THECOURTS OF ANY JURISDICTION.(e) NO CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST THE AGENT, THE SWING LENDER, ANY OTHERLENDER, ISSUING LENDER, OR THE UNDERLYING ISSUER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL,REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF -63-ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FORBREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONSCONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRINGIN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANYCLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST INITS FAVOR.13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.13.1. Assignments and Participations.(a) (i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights and dutiesunder the Loan Documents (including the Obligations owed to it and its Commitments) to one or more assignees so long as such prospective assignee is anEligible Transferee (each, an “Assignee”), with the prior written consent (such consent not be unreasonably withheld or delayed, and such consent not to berequired in connection with the exercise of any purchase right under Section 10 of the Split Lien Intercreditor Agreement) of:(A) Administrative Borrower (not to be unreasonably withheld or delayed); provided, that no consent of Administrative Borrower shall berequired (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (otherthan natural persons) of a Lender or a Related Fund; provided further, that Administrative Borrower shall be deemed to have consented to a proposedassignment unless it objects thereto by written notice to Agent within 5 Business Days after having received notice thereof; and(B) Agent, Swing Lender, and Issuing Lender; provided, that no consent of Agent, Swing Lender or Issuing Lender shall be required inconnection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender or a Related Fund.(ii) Assignments shall be subject to the following additional conditions:(A) no assignment may be made to a natural person,(B) no assignment may be made to a Loan Party or an Affiliate of a Loan Party,(C) the amount of the Commitments and the other rights and obligations of the assigning Lender hereunder and under the other LoanDocuments subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent)shall be in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not apply to (I) an assignment or delegation -64-by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender or (II) a group of new Lenders, each of which is an Affiliateof each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000);(D) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligationsunder this Agreement;(E) the parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, that Borrowers and Agentsmay continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee until written notice of suchassignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrowerand Agent by such Lender and the Assignee.(F) unless waived by Agent, the assigning Lender or Assignee has paid to Agent, for Agent’s separate account, a processing fee in theamount of $3,500 (for the avoidance of doubt, neither the assigning Lender nor Assignee may seek reimbursement of such fee from a Credit Party); provided,that, with respect to any assignment pursuant to Section 14.2, such fee, if applicable, shall not be paid by assigning Lender; and(G) the assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent (the“Administrative Questionnaire”).(b) From and after the date that Agent receives the executed Assignment and Acceptance and, if applicable, payment of the required processing fee,(i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignmentand Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, tothe extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance,relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignmentand Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents,such Lender shall cease to be a party hereto and thereto); provided, that nothing contained herein shall release any assigning Lender from obligations thatsurvive the termination of this Agreement, including such assigning Lender’s obligations under Section 15 and Section 17.9(a).(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agreewith each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes norepresentation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with thisAgreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnishedpursuant hereto, (ii) such assigning -65-Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance orobservance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assigneeconfirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its owncredit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, suchassigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own creditdecisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise suchpowers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as arereasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to beperformed by it as a Lender.(d) Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant toSection 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and theresulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigningLender pro tanto.(e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participatinginterests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder andunder the other Loan Documents; provided, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other LoanDocuments and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the OriginatingLender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreementshall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and theLenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under thisAgreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approveany amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consentor waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which suchParticipant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all orsubstantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligationshereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participantthrough such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments orprepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shallbe sold to -66-a Loan Party or an Affiliate of a Loan Party, and (vii) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold suchparticipation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payableupon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owingunder this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights ofany Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rightsunder this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collateral, or otherwise in respect of theObligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.(f) In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, orpledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and informationwhich it now or hereafter may have relating to Parent and its Subsidiaries and their respective businesses.(g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portionof its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S.Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicablelaw.(h) Agent (as a non-fiduciary agent on behalf of Borrowers) shall maintain, or cause to be maintained, a register (the “Register”) on which it entersthe name and address of each Lender as the registered owner of the Revolver Commitments (and the principal amount thereof and stated interest thereon) heldby such Lender (each, a “Registered Loan”). Other than in connection with an assignment by a Lender of all or any portion of its portion of the RevolverCommitments to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) maybe assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and(ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration ofsuch assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by awritten instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) ortransferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to theregistration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), Borrowers shall treat the Person in whose namesuch Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereonand for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Revolver Commitmentsto an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf ofBorrowers, shall maintain a register comparable to the Register. -67-(i) In the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of Borrowers, shallmaintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held by it (and the principal amount (andstated interest thereon) of the portion of such Registered Loans that is subject to such participations) (the “Participant Register”). A Registered Loan (and theRegistered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (andeach registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may beeffected only by the registration of such participation on the Participant Register.(j) Agent shall make a copy of the Register (and each Lender shall make a copy of its Participant Register in the extent it has one) available forreview by Borrowers from time to time as Borrowers may reasonably request.13.2. Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, that noBorrower may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall beabsolutely void ab initio. No consent to assignment by the Lenders shall release any Borrower from its Obligations. A Lender may assign this Agreement andthe other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 and, except as expressly required pursuant toSection 13.1, no consent or approval by any Loan Party is required in connection with any such assignment.14. AMENDMENTS; WAIVERS.14.1. Amendments and Waivers.(a) No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than Bank ProductAgreements or the Fee Letter), and no consent with respect to any departure by Borrowers therefrom, shall be effective unless the same shall be in writing andsigned by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any suchwaiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, that:(i) no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of theLoan Parties that are party thereto, do any of the following:(A) increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the lastsentence of Section 2.4(c), -68-(B) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, orother amounts due hereunder or under any other Loan Document, and(C) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or otheramounts payable hereunder or under any other Loan Document (except in connection with the waiver of applicability of Section 2.6(c) (which waiver shall beeffective with the written consent of the Required Lenders),(ii) no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders and all of the Loan Parties that areparty thereto, do any of the following:(A) amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by allLenders,(B) amend, modify, or eliminate Section 3.1 or 3.2,(C) amend, modify, or eliminate Section 15.11,(D) other than as permitted by Section 15.11, release Agent’s Lien in and to any of the Collateral,(E) amend, modify, or eliminate the definitions of “Required Lenders” or “Pro Rata Share”,(F) contractually subordinate any of Agent’s Liens,(G) other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof orthe other Loan Documents, release any Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer byany Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,(H) amend, modify, or eliminate any of the provisions of Section 2.4(b)(i) or (ii),(I) amend, modify, or eliminate items 4, 5 or 6 set forth on Schedule 5.16, or(J) amend, modify, or eliminate any of the provisions of Section 13.1 with respect to assignments to, or participations with, Personswho are Loan Parties or Affiliates of Loan Parties,(K) amend, modify, or eliminate the definition of “Budget,”(L) amend, modify, or eliminate the definition of Availability Reserve, -69-(M) amend, modify, supplement, alter or eliminate any of the provisions of Section 5.16 or Schedule 5.16 or waive any default orEvent of Default in connection with Section 5.16,(N) amend, modify, supplement, alter or eliminate any of the provisions of Section 6.15 or waive any default or Event of Defaultin connection with Section 6.15, or(O) amend, modify, supplement, alter or eliminate Section 8.6(a) or waive any default or Event of Default in connection withSection 8.6(a) that arises on account of the occurrence of a Split Lien Termination Date.(b) No amendment, waiver, modification, or consent shall amend, modify, waive, or eliminate,(i) the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrowers (and shall notrequire the written consent of any of the Lenders),(ii) any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other LoanDocuments, without the written consent of Agent, Borrowers, and the Required Lenders, or(iii) any provision of Section 15 pertaining to Co-Collateral Agents, or any other rights or duties of Co-Collateral Agents under thisAgreement or the other Loan Documents, without the written consent of each Co-Collateral Agent, Borrowers, and the Required Lenders,(c) No amendment, waiver, modification, elimination, or consent shall, without written consent of Borrowers and each Lender (i) modify, oreliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts, and Eligible Inventory) that are used insuch definition to the extent that any such change results in more credit being made available to Borrowers based upon the Borrowing Base, but not otherwise,or the definition of Maximum Revolver Amount or (ii) amend, modify or waive Section 2.1(c),(d) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the otherLoan Documents pertaining to Issuing Lender, or any other rights or duties of Issuing Lender or Underlying Issuer under this Agreement or the other LoanDocuments, without the written consent of Issuing Lender, Agent, Borrowers, and the Required Lenders,(e) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the otherLoan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other Loan Documents, without thewritten consent of Swing Lender, Agent, Borrowers, and the Required Lenders, -70-(f) Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent, termination, orrelease of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group amongthemselves, and that does not affect the rights or obligations of any Borrower, shall not require consent by or the agreement of any Loan Party, and (ii) anyamendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be enteredinto without the consent of, or over the objection of, any Defaulting Lender other than any of the matters governed by Section 14.1(a)(i) that affect such Lender.14.2. Replacement of Certain Lenders.(a) If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or allLenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lendersaffected thereby, or (ii) any Lender makes a claim for compensation under Section 16, then Borrowers or Agent, upon at least 5 Business Days priorirrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Non-Consenting Lender”) or any Lenderthat made a claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Non-Consenting Lender or Tax Lender, as applicable,shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender or Tax Lender, as applicable, shall specify an effectivedate for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.(b) Prior to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement Lender shallexecute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable, being repaid in full its share ofthe outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i) all interest, fees and other amounts that may be due inpayable in respect thereof, and (ii) an assumption of its Pro Rata Share of participations in the Letters of Credit). If the Non-Consenting Lender or Tax Lender,as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, butshall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Non-Consenting Lender or Tax Lender, asapplicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Non-Consenting Lender or Tax Lender, asapplicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Non-Consenting Lender or Tax Lender,as applicable, shall be made in accordance with the terms of Section 13.1. Until such time as one or more Replacement Lenders shall have acquired all of theObligations, the Commitments, and the other rights and obligations of the Non-Consenting Lender or Tax Lender, as applicable, hereunder and under the otherLoan Documents, the Non-Consenting Lender or Tax Lender, as applicable, shall remain obligated to make the Non-Consenting Lender’s or Tax Lender’s, asapplicable, Pro Rata Share of Revolving Loans and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share ofparticipations in such Letters of Credit. -71-14.3. No Waivers; Cumulative Remedies. No failure by Agent, any Co-Collateral Agent or any Lender to exercise any right, remedy, or option underthis Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent orany Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shallaffect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by Borrowers of any provision of this Agreement. Agent’s, each Co-Collateral Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right orremedy that Agent, any Co-Collateral Agent or any Lender may have.15. AGENT; THE LENDER GROUP.15.1. Appointment and Authorization of Agent.(a) Each Lender hereby designates and appoints WFCF as its agent and each of WFCF and GECC as its co-collateral agents under this Agreementand the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Providershall be deemed to designate, appoint, and authorize) Agent and each Co-Collateral Agent to execute and deliver each of the other Loan Documents on its behalfand to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and performsuch duties as are expressly delegated to Agent and each Co-Collateral Agent by the terms of this Agreement or any other Loan Document, together with suchpowers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) and each Co-Collateral Agent agrees to act as a co-collateral agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in thisSection 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, neither Agent nor any Co-Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent nor any Co-Collateral Agent have or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions,responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent or any Co-Collateral Agent, as the case may be. Without limiting the generality of the foregoing, the use of the term “agent” and “co-collateral agent” in this Agreement orthe other Loan Documents with reference to Agent or any Co-Collateral Agent, as the case may be, is not intended to connote any fiduciary or other implied (orexpress) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended tocreate or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering into a BankProduct Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create aLien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect toexercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assertunder or pursuant to this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each Co-Collateral Agent shallhave and may use its sole -72-discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Co-CollateralAgent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing,or of any other provision of the Loan Documents that provides rights or powers to Agent or any Co-Collateral Agent, as the case may be, Lenders agree thatAgent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary businesspractices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute orfile any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and otherwritten agreements with respect to the Loan Documents, (c) make Revolving Loans, for itself or on behalf of Lenders, as provided in the Loan Documents,(d) exclusively receive, apply, and distribute the Collections of the Loan Parties as provided in the Loan Documents, (e) open and maintain such bankaccounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes,(f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers or their Subsidiaries, the Obligations,the Collateral, the Collections of the Loan Parties, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such LenderGroup Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the LoanDocuments.(b) With respect to any action or determination to be taken or made by the Co-Collateral Agents hereunder or under any of the other LoanDocuments, Co-Collateral Agents hereby agree to seek, in good faith, to reach a consensus decision for such action or determination. If Co-Collateral Agents areunable to agree on the action to be taken or the determination to be made, the determination or action shall be made by the Co-Collateral Agent either assertingthe more conservative credit judgment (that is, that would result in the least amount of credit being available to the Borrowers and their Subsidiaries under thisAgreement) or declining to permit the requested action for which consent is being sought by the Borrowers, as applicable.15.2. Delegation of Duties. Agent and each Co-Collateral Agent may execute any of its duties under this Agreement or any other Loan Document by orthrough agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent nor anyCo-Collateral Agent shall be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was madewithout gross negligence or willful misconduct.15.3. Liability of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or inconnection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willfulmisconduct), or (b) be responsible in any manner to any of the Lenders (or Bank Product Providers) for any recital, statement, representation or warrantymade by Parent or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in anycertificate, report, statement or other document referred to or provided for in, or received by Agent or any Co-Collateral Agent under or in connection with, thisAgreement or any other Loan Document, or the validity, -73-effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Parent or its Subsidiaries or anyother party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders (orBank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreementor any other Loan Document, or to inspect the books and records or properties of Parent or its Subsidiaries.15.4. Reliance by Agents. Agent and each Co-Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing,resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statementor other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and uponadvice and statements of legal counsel (including counsel to Borrowers or counsel to any Lender), independent accountants and other experts selected by Agentor such Co-Collateral Agent, as applicable. Agent and each Co-Collateral Agent shall be fully justified in failing or refusing to take any action under thisAgreement or any other Loan Document unless Agent or such Co-Collateral Agent, as applicable, shall first receive such advice or concurrence of the Lendersas it deems appropriate and until such instructions are received, Agent or such Co-Collateral Agent, as applicable, shall act, or refrain from acting, as it deemsadvisable. If Agent or any Co-Collateral Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, theBank Product Providers) against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agentshall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request orconsent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (and BankProduct Providers).15.5. Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall be deemed to have knowledge or notice of the occurrenceof any Default or Event of Default, except, in the case of Agent, with respect to defaults in the payment of principal, interest, fees, and expenses required to bepaid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-CollateralAgents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default,and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of whichAgent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agentsof such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall takesuch action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however,that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, withrespect to such Default or Event of Default as it shall deem advisable. -74-15.6. Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons has made any representation orwarranty to it, and that no act by Agent or any Co-Collateral Agent hereinafter taken, including any review of the affairs of Parent and its Subsidiaries orAffiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender (or Bank Product Provider). Each Lenderrepresents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to Agent that it has, independently andwithout reliance upon any Agent-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its ownappraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of any Borrower or anyother Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision toenter into this Agreement and to extend credit to Borrowers. Each Lender also represents (and by entering into a Bank Product Agreement, each Bank ProductProvider shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related Person and based on such documents andinformation as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action underthis Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects,operations, property, financial and other condition and creditworthiness of any Borrower or any other Person party to a Loan Document. Except for notices,reports, and other documents expressly herein required to be furnished to the Lenders by Agent, neither Agent nor any Co-Collateral Agent shall have any dutyor responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations,property, financial and other condition or creditworthiness of any Borrower or any other Person party to a Loan Document that may come into the possessionof any of the Agent-Related Persons. Each Lender acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemedto acknowledge) that neither Agent nor any Co-Collateral Agent has any duty or responsibility, either initially or on a continuing basis (except to the extent, ifany, that is expressly specified herein) to provide such Lender (or Bank Product Provider) with any credit or other information with respect to Borrowers, theirAffiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Agent’s or any Co-Collateral Agent’s or their respective Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement(or such Bank Product Provider entered into a Bank Product Agreement).15.7. Costs and Expenses; Indemnification. Agents may incur and pay Lender Group Expenses to the extent they reasonably deem necessary orappropriate for the performance and fulfillment of their functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneysfees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies,auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers are obligated toreimburse Agents or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficientamounts from payments or proceeds of the Collateral received by Agent to reimburse Agents for such out-of-pocket costs and expenses prior to the distributionof any amounts to Lenders (or Bank Product Providers). In the event Agent or any Co-Collateral Agent is not reimbursed for such costs and expenses by Parentor its Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent or such Co-Collateral Agent, as -75-applicable, such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shallindemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers todo so) from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person ofany portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for theobligations of any Defaulting Lender in failing to make a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, eachLender shall reimburse Agent and such Co-Collateral Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses (includingattorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery,administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rightsor responsibilities under, this Agreement or any other Loan Document to the extent that Agent or such Co-Collateral Agent, as applicable, is not reimbursed forsuch expenses by or on behalf of Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation orreplacement of Agent.15.8. Agent in Individual Capacity.(a) WFCF and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquireequity interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Parent and its Subsidiariesand Affiliates and any other Person party to any Loan Document as though WFCF were not Agent hereunder, and, in each case, without notice to or consent ofthe other members of the Lender Group. The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each BankProduct Provider shall be deemed to acknowledge) that, pursuant to such activities, WFCF or its Affiliates may receive information regarding Parent or itsAffiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Parent or such other Person and thatprohibit the disclosure of such information to the Lenders (or Bank Product Providers), and the Lenders acknowledge (and by entering into a Bank ProductAgreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentialityobligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them.The terms “Lender” and “Lenders” include WFCF in its individual capacity.(b) GECC and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquireequity interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Parent and its Subsidiariesand Affiliates and any other Person party to any Loan Document as though GECC were not a Co-Collateral Agent hereunder, and, in each case, without noticeto or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge (and by entering into a Bank ProductAgreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, GECC or its Affiliates may receive informationregarding Parent or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Parent or such other -76-Person and that prohibit the disclosure of such information to the Lenders (or Bank Product Providers), and the Lenders acknowledge (and by entering into aBank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of suchconfidentiality obligations, which waiver GECC will use its reasonable best efforts to obtain), GECC in its capacity as Co-Collateral Agent shall not be underany obligation to provide such information to them. The terms “Lender” and “Lenders” include GECC in its individual capacity.15.9. Successor Agent. Agent may resign as Agent upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice tothe Lenders (unless such notice is waived by the Required Lenders) and Administrative Borrower (unless such notice is waived by Administrative Borrower oran Event of Default exists) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall beentitled, with (so long as no Event of Default has occurred and is continuing) the consent of Administrative Borrower (such consent not to be unreasonablywithheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent’s resignation iseffective, it is acting as a Co-Collateral Agent, as Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as a Co-Collateral Agent, Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation or duties as a Co-CollateralAgent, to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior tothe effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Administrative Borrower, a successor Agent. If Agenthas materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to removeand replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent ofAdministrative Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointmentas successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall meansuch successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder asAgent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. Ifno successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’sresignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder (other than the duties of a Co-Collateral Agent) until such time, if any, as the Lenders appoint a successor Agent as provided for above.15.10. Lender in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, acceptdeposits from, provide Bank Products to, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, orother business with Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lenderhereunder without notice to or consent of the other members of the Lender Group (or the Bank Product Providers). The other members of the Lender Groupacknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, -77-pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Parent or its Affiliates or any other Person party to anyLoan Documents that is subject to confidentiality obligations in favor of Parent or such other Person and that prohibit the disclosure of such information to theLenders, and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, insuch circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts toobtain), such Lender shall not be under any obligation to provide such information to them.15.11. Collateral Matters.(a) The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed toauthorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all ofthe Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrowercertifies to Agent that the sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry),(iii) constituting property in which Parent or its Subsidiaries owned no interest at the time Agent’s Lien was granted nor at any time thereafter, or(iv) constituting property leased to Parent or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement.The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemedto authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to, credit bid or purchase (either directly or through one or moreacquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including underSection 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateralat any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) creditbid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted byAgent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, (i) the Obligations owedto the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent orunliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Agent to credit bid or purchase atsuch sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Agent to credit bid, then suchclaims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Lenders andthe Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations creditbid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle orvehicles that are used to consummate such purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration,including debt and equity securities issued by such acquisition vehicle or vehicles and in connection therewith Agent may reduce the Obligations owed to theLenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in -78-relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will notexecute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of theCollateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring theauthorization of the Bank Product Providers). Upon request by Agent or Administrative Borrower at any time, the Lenders will (and if so requested, the BankProduct Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to thisSection 15.11; provided, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion,would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, orwarranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released)upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including, the proceeds of any sale, all of which shall continueto constitute part of the Collateral. The Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank ProductProvider shall be deemed to authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any LoanDocument to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.(b) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) to assure that the Collateral exists or is ownedby Parent or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfullycreated, perfected, protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicablein respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve isappropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights,authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, orany act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in itssole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever toany Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise provided herein.15.12. Restrictions on Actions by Lenders; Sharing of Payments.(a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled todo so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent or its Subsidiaries or any depositaccounts of Parent or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specificallyrequested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce anyLoan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. -79-(b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any paymentswith respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or(ii) payments from Agent in excess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over toAgent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for theaccount of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, withoutrecourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall beapplied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by thepurchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicableportion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party isrequired to pay interest in connection with the recovery of the excess payment.15.13. Agency for Perfection. Agent hereby appoints each other Lender (and each Bank Product Provider) as its agent (and each Lender hereby accepts(and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to accept) such appointment) for the purpose of perfectingAgent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control. Should anyLender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliverpossession or control of such Collateral to Agent or in accordance with Agent’s instructions.15.14. Payments by Agent to the Lenders. All payments to be made by Agent to the Lenders (or Bank Product Providers) shall be made by bankwire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent.Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest ofthe Obligations.15.15. Concerning the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into thisAgreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a Bank Product Agreement, each Bank ProductProvider shall be deemed to agree) that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to theCollateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall bebinding upon all of the Lenders (and such Bank Product Provider). -80-15.16. Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party to thisAgreement, each Lender:(a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field examination reportrespecting Parent or its Subsidiaries (each, a “Report”) prepared by or at the request of Agent or any Co-Collateral Agent, and Agent shall so furnish eachLender with such Reports,(b) expressly agrees and acknowledges that Agent and each Co-Collateral Agent does not (i) make any representation or warranty as to theaccuracy of any Report, and (ii) shall not be liable for any information contained in any Report,(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent, or Co-Collateral Agents or otherparty performing any field examination will inspect only specific information regarding Parent and its Subsidiaries and will rely significantly upon Parent’sand its Subsidiaries’ books and records, as well as on representations of Borrowers’ personnel,(d) agrees to keep all Reports and other material, non-public information regarding Parent and its Subsidiaries and their operations, assets, andexisting and contemplated business plans in a confidential manner in accordance with Section 17.9, and(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent, any Co-CollateralAgent and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifyingLender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may maketo Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrowers, and (ii) to pay andprotect, and indemnify, defend and hold Agent, any Co-Collateral Agent and any such other Lender preparing a Report harmless from and against, the claims,actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys’ fees and costs) incurred by Agent, any such Co-Collateral Agentand any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through theindemnifying Lender.(f) In addition to the foregoing, (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of anyreport or document provided by Parent or its Subsidiaries to Agent that has not been contemporaneously provided by Parent or such Subsidiary to suchLender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under anyprovision of the Loan Documents, to request additional reports or information from Parent or its Subsidiaries, any Lender may, from time to time, reasonablyrequest Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of Administrative Borrower theadditional reports or information reasonably specified by such Lender, and, upon receipt thereof from Parent or such Subsidiary, Agent promptly shallprovide a copy of same to such Lender, and (z) any time that Agent renders to Borrowers a statement regarding the Loan Account, Agent shall send a copy ofsuch statement to each Lender. -81-15.17. Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executedonly by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make anycredit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respectiveCommitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respectiveCommitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business,assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to theLoan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any otherLender. Except as provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. NoLender shall be responsible to any Borrower or any other Person for any failure by any other Lender (or Bank Product Provider) to fulfill its obligations tomake credit available hereunder, nor to advance for such Lender (or Bank Product Provider) or on its behalf, nor to take any other action on behalf of suchLender (or Bank Product Provider) hereunder or in connection with the financing contemplated herein.15.18. Co-Lead Arrangers, Syndication Agent and Joint Book Runners. Each of the Co-Lead Arrangers, Syndication Agent and Joint BookRunners, in such capacities, shall not have any right, power, obligation, liability, responsibility, or duty under this Agreement other than those applicable to itin its capacity as a Lender, as Agent, as Swing Lender, or as Issuing Lender. Without limiting the foregoing, each of the Co-Lead Arrangers, SyndicationAgent and Joint Book Runners, in such capacities, shall not have or be deemed to have any fiduciary relationship with any Lender or any Loan Party. EachLender, Agent, Swing Lender, Issuing Lender, and each Loan Party acknowledges that it has not relied, and will not rely, on the Co-Lead Arrangers,Syndication Agent and Joint Book Runners in deciding to enter into this Agreement or in taking or not taking action hereunder. Each of the Co-Lead Arrangers,Syndication Agent and Joint Book Runners, in such capacities, shall be entitled to resign at any time by giving notice to Agent and Borrowers.16. WITHHOLDING TAXES.16.1. Payments. All payments made by Borrowers hereunder or under any note or other Loan Document will be made without setoff, counterclaim, orother defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future IndemnifiedTaxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrowers shall comply with the next sentence of this Section 16.1. Ifany Indemnified Taxes are so levied or imposed, Borrowers agree to pay the full amount of such Indemnified Taxes and such additional amounts as may benecessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to thisSection 16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein; provided, thatBorrowers shall not be required to increase any such amounts to the extent that the increase in such amount payable results from Agent’s or such Lender’s ownwillful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Borrowers will furnish -82-to Agent as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencingsuch payment by Borrowers. Borrowers agree to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes,charges, or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise withrespect to this Agreement or any other Loan Document.16.2. Exemptions.(a) If a Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax, such Lender or Participant agreeswith and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) one of the following beforereceiving its first payment under this Agreement:(i) if such Lender or Participant is entitled to claim an exemption from United States withholding tax pursuant to the portfolio interestexception, (A) a statement of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of theIRC, (II) a 10% shareholder of any Borrower (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to anyBorrower within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN or Form W-8IMY (with properattachments);(ii) if such Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty,a properly completed and executed copy of IRS Form W-8BEN;(iii) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding taxbecause it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W-8ECI;(iv) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding taxbecause such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper attachments); or(v) a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the IRC orother laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax.(b) Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously deliveredforms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances whichwould modify or render invalid any claimed exemption or reduction. -83-(c) If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender or suchParticipant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) any such formor forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backupwithholding tax before receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms,provided, that nothing in this Section 16.2(c) shall require a Lender or Participant to disclose any information that it deems to be confidential (includingwithout limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of anypreviously delivered forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change incircumstances which would modify or render invalid any claimed exemption or reduction.(d) If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns, grants aparticipation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender or Participant, such Lender or Participant agrees to notifyAgent (or, in the case of a sale of a participation interest, to the Lender granting the participation only) of the percentage amount in which it is no longer thebeneficial owner of Obligations of Borrowers to such Lender or Participant. To the extent of such percentage amount, Agent will treat such Lender’s or suchParticipant’s documentation provided pursuant to Section 16.2(a) or 16.2(c) as no longer valid. With respect to such percentage amount, such Participant orAssignee may provide new documentation, pursuant to Section 16.2(a) or 16.2(c), if applicable. Borrowers agree that each Participant shall be entitled to thebenefits of this Section 16 with respect to its participation in any portion of the Commitments and the Obligations so long as such Participant complies withthe obligations set forth in this Section 16 with respect thereto.16.3. Reductions.(a) If a Lender or a Participant is entitled to a reduction in the applicable withholding tax, Agent (or, in the case of a Participant, to the Lendergranting the participation) may withhold from any interest payment to such Lender or such Participant an amount equivalent to the applicable withholding taxafter taking into account such reduction. If the forms or other documentation required by Section 16.2(a) or 16.2(c) are not delivered to Agent (or, in the caseof a Participant, to the Lender granting the participation), then Agent (or, in the case of a Participant, to the Lender granting the participation) may withholdfrom any interest payment to such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicablewithholding tax.(b) If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case of aParticipant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account of any Lender or any Participantdue to a failure on the part of the Lender or any Participant (because the appropriate form was not delivered, was not properly executed, or because such Lenderfailed to notify Agent (or such Participant failed to notify the Lender granting the participation) of a change in circumstances which rendered the exemptionfrom, or reduction of, -84-withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a Participant, such Participantshall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly, by Agent (or, in the case of a Participant,to the Lender granting the participation), as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on theamounts payable to Agent (or, in the case of a Participant, to the Lender granting the participation only) under this Section 16, together with all costs andexpenses (including attorneys’ fees and expenses). The obligation of the Lenders and the Participants under this subsection shall survive the payment of allObligations and the resignation or replacement of Agent.16.4. Refunds. If Agent or a Lender determines, in its sole discretion in good faith, that it has received a refund of any Indemnified Taxes to whichBorrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall payover such refund to Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers under this Section 16 with respect toIndemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid bythe applicable Governmental Authority with respect to such a refund); provided, that Borrowers, upon the request of Agent or such Lender, agrees to repay theamount paid over to Borrowers (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties,interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent orsuch Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to any Borroweror any other Person.16.5. Tax Indemnity. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in Section 10.3) (collectively a “TaxIndemnitee”) (but with respect to a Participant subject to the last sentence of Section 16.2(d)) for the full amount of Taxes or other taxes arising in connectionwith this Agreement or any other Loan Document (including, without limitation, any Taxes or other taxes imposed or asserted on or attributable to amountspayable under this Section 16) paid by such Tax Indemnitee and all reasonable fees and disbursements of attorneys, experts, or consultants and all other out-of-pocket costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification, as and when they areincurred and irrespective of whether suit is brought, whether or not such Taxes or such other taxes were correctly or legally imposed or asserted by the relevantGovernmental Authority (other than Taxes or such other taxes resulting from gross negligence or willful misconduct of such Tax Indemnitee as finallydetermined by a court of competent jurisdiction and any tax imposed on the net income or net profits of any Indemnified Person (including any branch profitstaxes)). This Section 16.5 shall survive the termination of this Agreement and the repayment of the Obligations. -85-17. GENERAL PROVISIONS.17.1. Effectiveness. This Agreement shall be binding and deemed effective when executed by Borrowers, Agent, each Co-Collateral Agent, and eachLender whose signature is provided for on the signature pages hereof.17.2. Section Headings. 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.17.3. Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or any Borrower,whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpretedaccording to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.17.4. Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose ofdetermining the legal enforceability of any specific provision.17.5. Bank Product Providers. Each Bank Product Provider shall be deemed a third party beneficiary hereof and of the provisions of the other LoanDocuments for purposes of any reference in a Loan Document to the parties for whom Agent is acting. Agent hereby agrees to act as agent for such BankProduct Providers and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to haveappointed Agent as its agent and to have accepted the benefits of the Loan Documents; it being understood and agreed that the rights and benefits of each BankProduct Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security interests (and,if applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition,each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that Co-Collateral Agentsshall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations and that ifreserves are established there is no obligation on the part of Co-Collateral Agents to determine or insure whether the amount of any such reserve is appropriateor not. In connection with any such distribution of payments or proceeds of Collateral, Agent shall be entitled to assume no amounts are due or owing to anyBank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent as tothe amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of such distribution.Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of theamount due and payable from the applicable Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that theamount due and payable to the applicable Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being due andpayable (less any distributions made to such Bank Product Provider on account thereof). Borrowers may obtain Bank Products from any Bank ProductProvider, although no Borrower is -86-required to do so. Borrowers acknowledge and agree that no Bank Product Provider has committed to provide any Bank Products and that the providing ofBank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contraryin this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed aLender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of anysuch provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other LoanDocuments, including as to any matter relating to the Collateral or the release of Collateral or Guarantors.17.6. Debtor-Creditor Relationship. The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on the other hand, issolely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to any Loan Partyarising out of or in connection with the Loan Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship betweenthe members of the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan Document or any transaction contemplatedtherein.17.7. Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separatecounterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but oneand the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally aseffective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile orother electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatismutandis.17.8. Revival and Reinstatement of Obligations; Certain Waivers.If the incurrence or payment of the Obligations by any Loan Party or the transfer to the Lender Group of any property should for any reasonsubsequently be asserted, or declared, to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of theBankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (each, a“Voidable Transfer”), and if the Lender Group is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon theadvice of counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is required or elects to repay or restore, and as to allreasonable costs, expenses, and attorneys’ fees of the Lender Group related thereto, the liability of Loan Parties automatically shall be revived, reinstated, andrestored and shall exist as though such Voidable Transfer had never been made. -87-17.9. Confidentiality.(a) Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Parent andits Subsidiaries, their operations, assets, and existing and contemplated business plans (“Confidential Information”) shall be treated by Agent and the Lendersin a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for andother advisors, accountants, auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of theLender Group (the Persons in this clause (i), “Lender Group Representatives”) on a “need to know” basis in connection with this Agreement and thetransactions contemplated hereby and on a confidential basis, (ii) to Subsidiaries and Affiliates of any member of the Lender Group (including the BankProduct Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of thisSection 17.9, (iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) asmay be required by statute, decision, or judicial or administrative order, rule, or regulation; provided that (x) prior to any disclosure under this clause (iv), thedisclosing party agrees to provide Administrative Borrower with prior notice thereof, to the extent that it is practicable to do so and to the extent that thedisclosing party is permitted to provide such prior notice to Administrative Borrower pursuant to the terms of the applicable statute, decision, or judicial oradministrative order, rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may berequired by such statute, decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed to in advance in writing by AdministrativeBorrower, (vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, provided, that, (x) prior to anydisclosure under this clause (vi) the disclosing party agrees to provide Administrative Borrower with prior written notice thereof, to the extent that it ispracticable to do so and to the extent that the disclosing party is permitted to provide such prior written notice to Administrative Borrower pursuant to the termsof the subpoena or other legal process and (y) any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may berequired by such Governmental Authority pursuant to such subpoena or other legal process, (vii) as to any such information that is or becomes generallyavailable to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives), (viii) in connection withany assignment, participation or pledge of any Lender’s interest under this Agreement, provided that prior to receipt of Confidential Information any suchassignee, participant, or pledgee shall have agreed in writing to receive such Confidential Information hereunder subject to the terms of this Section, (ix) inconnection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related tothe rights or duties of such parties under this Agreement or the other Loan Documents; provided, that, prior to any disclosure to any Person (other than anyLoan Party, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this clause (ix) with respect to litigation involving anyPerson (other than any Borrower, Agent, any Lender, any of their respective Affiliates, or their respective counsel), the disclosing party agrees to provideAdministrative Borrower with prior written notice thereof, and (x) in connection with, and to the extent reasonably necessary for, the exercise of any securedcreditor remedy under this Agreement or under any other Loan Document. -88-(b) Anything in this Agreement to the contrary notwithstanding, Agent may disclose information concerning the terms and conditions of thisAgreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials, with suchinformation to consist of deal terms and other information customarily found in such publications or marketing or promotional materials and may otherwiseuse the name, logos, and other insignia of any Borrower or the other Loan Parties and the Commitments provided hereunder in any “tombstone” or otheradvertisements, on its website or in other marketing materials of the Agent.(c) The Loan Parties hereby acknowledge that Agent or its Affiliates may make available to the Lenders materials or information provided by or onbehalf of Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak or another similar electronicsystem (the “Platform”) and certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information withrespect to the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties shall be deemed to have authorized Agent and its Affiliates and theLenders to treat Borrower Materials marked “PUBLIC” or otherwise at any time filed with the SEC as not containing any material non-public informationwith respect to the Loan Parties or their securities for purposes of United States federal and state securities laws. All Borrower Materials marked “PUBLIC”are permitted to be made available through a portion of the Platform designated as “Public Investor” (or another similar term). Agent and its Affiliates and theLenders shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” or that are not at any time filed with the SEC as being suitable onlyfor posting on a portion of the Platform not marked as “Public Investor” (or such other similar term).17.10. Survival. All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instrumentsdelivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties heretoand shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of anyinvestigation made by any such other party or on its behalf and notwithstanding that Agent, Issuing Lender, or any Lender may have had notice or knowledgeof 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 andeffect as long as the principal of, or any accrued interest on, any Loan or any fee or any other amount payable under this Agreement is outstanding or unpaidor any Letter of Credit is outstanding and so long as the Commitments have not expired or been terminated.17.11. Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Borrower that pursuant to the requirements ofthe Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of eachBorrower and other information that will allow such Lender to identify Borrower in accordance with the Patriot Act. In addition, if Agent is required by law orregulation or internal policies to do so, it shall have the right to periodically conduct (a) Patriot Act searches, OFAC/PEP searches, and customary individualbackground checks for the Loan Parties and (b) OFAC/PEP searches and customary individual background checks for the Loan Parties’ senior managementand key principals, and Borrowers agree to cooperate in respect of the conduct of such searches and further agree that the reasonable costs and charges forsuch searches shall constitute Lender Group Expenses hereunder and be for the account of Borrowers. -89-17.12. Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to thetransactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. The foregoing to thecontrary notwithstanding, all Bank Product Agreements, if any, areindependent agreements governed by the written provisions of such Bank Product Agreements, which will remain in full force and effect, unaffected by anyrepayment, prepayments, acceleration, reduction, increase, or change in the terms of any credit extended hereunder, except as otherwise expressly provided insuch Bank Product Agreement.17.13. Split Lien Intercreditor Agreement. Agent and each Lender hereunder, by its acceptance of the benefits provided hereunder, (a) consents to thesubordination of Liens provided for in the Split Lien Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, theprovisions of the Split Lien Intercreditor Agreement, and (c) authorizes and instructs the Agent to enter into the Split Lien Intercreditor Agreement as Agent onbehalf of each Lender. Agent and each Lender hereby agrees that the terms, conditions and provisions contained in this Agreement are subject to the Split LienIntercreditor Agreement and, in the event of a conflict between the terms of the Split Lien Intercreditor Agreement and this Agreement, the terms of the Split LienIntercreditor Agreement shall govern and control. Agent agrees to deliver to Administrative Borrower a copy of any written notice delivered to Split Lien Agentpursuant to the Intercreditor Agreement.17.14. Parent as Agent for Borrowers. Each Borrower hereby irrevocably appoints Parent as the borrowing agent and attorney-in-fact for allBorrowers (“Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent shall have received prior written noticesigned by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrowerhereby irrevocably appoints and authorizes Administrative Borrower (i) to provide Agent with all notices with respect to Revolving Loans (inclusive of SwingLoans) and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action asAdministrative Borrower deems appropriate on its behalf to obtain Revolving Loans (inclusive of Swing Loans) and Letters of Credit and to exercise suchother powers as are reasonably incidental thereto to carry out the purposes of this Agreement. Each Borrower hereby jointly and severally agrees to indemnifyeach member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage orinjury, made against the Lender Group by any Credit Party or by any third party whosoever, arising from or incurred by reason of (a) the handling of theLoan Account and Collateral of Borrowers as herein provided, (b) the Lender Group’s relying on any instructions of Administrative Borrower, or (c) any otheraction taken by the Lender Group hereunder or under the other Loan Documents, except that Borrowers will have no liability to the relevant Agent-RelatedPerson or Lender-Related Person under this Section 17.14 with respect to any liability that has been finally determined by a court of competent jurisdiction tohave resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be. -90-17.15. Senior Debt. The Obligations are intended to be senior Indebtedness, and not subordinated to any other senior Indebtedness, or made paripassu with Indebtedness that is subordinated to any other Indebtedness, of any Loan Party. The Obligations are deemed to be expressly designated and namedas “Designated Senior Debt”, “Designated Senior Indebtedness,” “Senior Indebtedness” or similar terms for purposes of any present or future loan agreement,indenture, note issuance or purchase agreement or other document under which sucha designation is applicable or available for senior Indebtedness of any Loan Party (including without limitation the Indebtedness under the Convertible NoteIndenture).[Signature pages to follow.] -91-IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written. BORROWERS: SCHOOL SPECIALTY, INC., a Wisconsin corporation By: /s/ Michael P. Lavelle Name: Title: CLASSROOMDIRECT.COM, LLC, a Delaware limited liabilitycompany By: /s/ Michael P. Lavelle Name: Title: SPORTIME, LLC, a Delaware limited liability company By: /s/ Michael P. Lavelle Name: Title: DELTA EDUCATION, LLC, a Delaware limited liability company By: /s/ Michael P. Lavelle Name: Title: Signature Page to Debtor-in-Possession Credit Agreement PREMIER AGENDAS, INC., a Washington corporation By: /s/ Michael P. Lavelle Name: Title: CHILDCRAFT EDUCATION CORP., a New York corporation By: /s/ Michael P. Lavelle Name: Title: BIRD-IN-HAND WOODWORKS, INC., a New Jersey corporation By: /s/ Michael P. Lavelle Name: Title: CALIFONE INTERNATIONAL, INC., a Delaware corporation By: /s/ Michael P. Lavelle Name: Title: Signature Page to Debtor-in-Possession Credit AgreementWELLS FARGO CAPITAL FINANCE, LLC, a Delawarelimited liability company, as Agent, as Co-Collateral Agent,and as a LenderBy: /s/ Richard SiegelName: Richard Siegel Its Authorized SignatorySignature Page to Debtor-in-Possession Credit AgreementGENERAL ELECTRIC CAPITAL CORPORATION, aDelaware corporation, as a Co-Collateral Agent, and as aLenderBy: Name: Its Authorized SignatorySignature Page to Debtor-in-Possession Credit AgreementBANK OF MONTREAL, as a LenderBy: Name: Its Authorized SignatorySignature Page to Debtor-in-Possession Credit AgreementCIT FINANCE LLC,, as a LenderBy: Name: Its Authorized SignatorySignature Page to Debtor-in-Possession Credit AgreementSchedule 1.1As used in the Agreement, the following terms shall have the following definitions:“ABL Priority Collateral” has the meaning set forth in the Split Lien Intercreditor Agreement.“Accelerated Learning Business” means the Accelerated Learning Business Segments, collectively and taken as a whole.“Accelerated Learning Business Segments” means the collective reference to, and individually any one of, (i) the Delta Business, (ii) ReadingBusiness, (iii) Health Business, and (iv) Planner Business.“Account” means an account (as that term is defined in the Code).“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.“Accounting Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinionby the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similarfunctions).“Additional Documents” has the meaning specified therefor in Section 5.12 of the Agreement.“Administrative Borrower” has the meaning specified therefor in Section 17.14.“Administrative Questionnaire” has the meaning specified therefor in Section 13.1(a).“Affected Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement.“Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. Forpurposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the managementand policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise; provided, that, for purposes of the definition of EligibleAccounts and Section 6.10 of the Agreement: (a) any Person which owns directly or indirectly 10% or more of the Equity Interests having ordinary votingpower for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of aPerson (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shallbe deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person. Schedule 1.1 – Page 1“Agent” has the meaning specified therefor in the preamble to the Agreement.“Agents” means the Agent and the Co-Collateral Agents.“Agent-Related Persons” means Agent and each Co-Collateral Agent, together with their Affiliates, officers, directors, employees, attorneys, andagents.“Agent’s Account” means the Deposit Account of Agent identified on Schedule A-1 (or such other Deposit Account of Agent that has beendesignated as such, in writing, by Agent to Administrative Borrower and the Lenders).“Agent’s Liens” means the Liens granted by Parent or its Subsidiaries to Agent under the Loan Documents and securing the Obligations.“Agreement” means the Debtor-in-Possession Credit Agreement to which this Schedule 1.1 is attached.“APA Closing Date” has the meaning ascribed to the term “Closing Date” in the Asset Purchase Agreement.“Applicable Margin” means, as of any date of determination and with respect to Base Rate Loans, 2.75 percentage points, or LIBOR Rate Loans,3.75 percentage points.“Applicable Unused Line Fee Percentage” means 0.50 percentage points.“Application Event” means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date or the RequiredPrepayment Date, or (b) an Event of Default and the election by Agent, the Co-Collateral Agents or the Required Lenders to require that payments and proceedsof Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement.“Asset Purchase Agreement” mean the Asset Purchase Agreement, dated as of January 28, 2013, among Bayside School Specialty, LLC, SchoolSpecialty, Inc. and the other sellers named therein, in form and substance acceptable to Agent and Co-Collateral Agents.“Assignee” has the meaning specified therefor in Section 13.1(a) of the Agreement.“Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to the Agreement.“Authorized Person” means any one of the individuals identified on Schedule A-2 to the Agreement, as such schedule is updated from time to timeby written notice from Administrative Borrower to Agent. Schedule 1.1 – Page 2“Availability” means, as of any date of determination, the amount that Borrowers are entitled to borrow as Revolving Loans under Section 2.1 ofthe Agreement (after giving effect to the then outstanding Revolver Usage).“Availability Reserve” means $5,000,000.“Average Revolver Usage” means, with respect to any period, the sum of the aggregate amount of Revolver Usage for each Business Day in suchperiod (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period.“Avoidance Actions” means any and all claims and causes of action of any Borrower’s estate arising under Sections 542, 544, 545, 547, 548,549, 550, 551, 553(b) or 724(a) of the Bankruptcy Code, together with any proceeds therefrom.“Avoided Payments” has the meaning set forth in Section 2.4(e)(vii).“Bank Product” means any one or more of the following financial products or accommodations extended to Parent or its Subsidiaries by a BankProduct Provider: (a) credit cards (including commercial credit cards (including so-called “procurement cards” or “P-cards”)), (b) credit card processingservices, (c) debit cards, (d) stored value cards, (e) Cash Management Services, or (f) transactions under Hedge Agreements.“Bank Product Agreements” means those agreements entered into from time to time by Parent or its Subsidiaries with a Bank Product Provider inconnection with the obtaining of any of the Bank Products.“Bank Product Collateralization” means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent) to be held byAgent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount determined by Agent as sufficient to satisfy the reasonablyestimated credit exposure with respect to the then existing Bank Product Obligations (other than Hedge Obligations).“Bank Product Obligations” means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by Parent or its Subsidiariesto any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct orindirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all Hedge Obligations, and (c) all amounts that Agent or anyLender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender purchasing participations from, or executing guarantees orindemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to Parentor its Subsidiaries; provided, in order for any item described in clauses (a) (b), or (c) above, as applicable, to constitute “Bank Product Obligations”, if theapplicable Bank Product Provider is any Person other than Wells Fargo or its Affiliates, then the applicable Bank Product must have been provided on or afterthe Closing Date and Agent shall have received a Bank Product Provider Agreement within 10 days after the date of the provision of the applicable BankProduct to Parent or its Subsidiaries. Schedule 1.1 – Page 3“Bank Product Provider” means any Lender or any of its Affiliates, including each of the foregoing in its capacity, if applicable, as a HedgeProvider; provided, that no such Person shall constitute a Bank Product Provider with respect to a Bank Product unless and until (x) in the case of WellsFargo or its Affiliates, Agent shall have received a Bank Product Provider Agreement from such Person and with respect to the applicable Bank Product priorto the date that is 10 days after the provision of such Bank Product to Parent or its Subsidiaries, or (y) in the case of any other Person, Agent shall havereceived a Bank Product Provider Agreement from such Person and with respect to the applicable Bank Product within 10 days after the provision of suchBank Product to Parent or its Subsidiaries; provided further, that if, at any time, a Lender ceases to be a Lender under the Agreement, then, from and after thedate on which it ceases to be a Lender thereunder, neither it nor any of its Affiliates shall constitute Bank Product Providers and the obligations with respect toBank Products provided by such former Lender or any of its Affiliates shall no longer constitute Bank Product Obligations.“Bank Product Provider Agreement” means (a) in the case of a Bank Product Provider other than WFB or one of its Affiliates, an agreement insubstantially the form attached hereto as Exhibit B-2 to the Agreement, in form and substance satisfactory to Agent, duly executed by the applicable BankProduct Provider, Administrative Borrower, and Agent, and (b) in the case of WFB or one of its Affiliates, an agreement between such Bank Product Providerand Agent in form and substance satisfactory to Agent.“Bank Product Reserves” means, as of any date of determination, those reserves that Co-Collateral Agents deems necessary or appropriate toestablish (based upon the Bank Product Providers’ determination of the liabilities and obligations of Parent and its Subsidiaries in respect of Bank ProductObligations) in respect of Bank Products then provided or outstanding.“Bankruptcy Cases” means the cases of Borrowers jointly administered under chapter 11 of the Bankruptcy Code pending before theBankruptcy Court, bearing case number 13-10125 and any superseding chapter 7 case or cases.“Bankruptcy Code” means the United States Code (11 U.S.C. §§ 101, et seq.), as amended, and any successor statute, as in effect from time totime.“Bankruptcy Court” has the meaning set forth in the recitals to the Agreement.“Base Rate” means the greatest of (a) the Federal Funds Rate plus /%, (b) the LIBOR Rate (which rate shall be calculated based upon an InterestPeriod of 1 month and shall be determined on a daily basis), plus 1 percentage point, and (c) the rate of interest announced, from time to time, within WellsFargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarilythe lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidencedby the recording thereof after its announcement in such internal publications as Wells Fargo may designate.“Base Rate Loan” means each portion of the Revolving Loans that bears interest at a rate determined by reference to the Base Rate. Schedule 1.1 – Page 4 12“Base Rate Margin” has the meaning set forth in the definition of Applicable Margin.“Bayside Sale” means a sale pursuant to Section 363 of the Bankruptcy Code of all or substantially all of the assets of the Borrowers to the SplitLien Agent or one or more of its affiliates.“Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which Parent or any of its Subsidiaries or ERISAAffiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.“Bidding Procedure Order” has the meaning set forth in the Asset Purchase Agreement.“Board of Directors” means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof dulyauthorized to act on behalf of the board of directors (or comparable managers).“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States (or any successor).“Borrower” has the meaning specified therefor in the preamble to the Agreement.“Borrower Materials” has the meaning specified therefor in Section 17.9(c) of the Agreement.“Borrowing” means a borrowing consisting of Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by SwingLender in the case of a Swing Loan, or by Agent in the case of an Extraordinary Advance.“Borrowing Base” means, as of any date of determination, the result of:(a) 85% of the amount of Eligible Accounts, less the amount, if any, of the Dilution Reserve, plus(b) the lower of(i) the product of 65% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historicalaccounting practices) of Eligible Inventory (other than Eligible Slow Moving Inventory) at such time, and(ii) the product of 85% multiplied by the Net Recovery Percentage identified in the most recent inventory appraisal ordered and obtainedby Agent or the Co-Collateral Agents multiplied by the value (calculated at the lower of cost or market on a basis consistent with the Borrowers’ historicalaccounting practices) of Eligible Inventory (other than Eligible Slow Moving Inventory) (such determination may be made as to different categories of EligibleInventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus Schedule 1.1 – Page 5(c) the lowest of(i) the product of 65% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historicalaccounting practices) of Eligible Inventory that is Eligible Slow Moving Inventory at such time,(ii) the product of 85% multiplied by the Net Recovery Percentage identified in the most recent inventory appraisal ordered and obtainedby Agent or the Co-Collateral Agents multiplied by the value (calculated at the lower of cost or market on a basis consistent with the Borrowers’ historicalaccounting practices) of Eligible Inventory that is Eligible Slow Moving Inventory (such determination may be made as to different categories of EligibleInventory based upon the Net Recovery Percentage applicable to such categories) at such time, and(iii) the Slow Moving Cap, minus(d) the sum of (without duplication) (i) Availability Reserve, (ii) the Bank Product Reserve, (iii) Carveout Expense Reserve, and (iv) the aggregateamount of reserves, if any, established by Co-Collateral Agents under Section 2.1(c) of the Agreement.“Borrowing Base Certificate” means a certificate in the form of Exhibit B-1.“Budget” means the initial budget (a copy of which is attached as Exhibit B-2), projecting operations for the ensuing six-month period andincluding, without limitation, (i) a thirteen-week cash flow forecast, (ii) a six-month consolidated balance sheet, income statement and statement of cash flows,and (iii) income statements by Business Segment, as amended, modified or supplemented from time to time, in the case of non-material amendments,modifications or supplements, with Agent’s written consent and otherwise with the consent of each Lender; such thirteen-week cash flow forecast to be updated(in substantially the same format as the prior thirteen-week cash flow forecast) monthly by Borrowers in accordance with Section 5.1, submitted to Agentand, upon acceptance in writing by Agent in its sole discretion with respect to non-material updates and upon acceptance in writing by each Lender withrespect to any other updates, the prior Budget, as modified by the updated thirteen-week cash flow forecast shall constitute the then Budget.“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state ofIllinois, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day” also shall exclude any day on whichbanks are closed for dealings in Dollar deposits in the London interbank market.“Business Segment Financial Statements” means the consolidated and consolidating monthly, quarterly and annual financial statements,including, in the case of clauses (w), (x) and (y) below, balance sheets, income statements, and statements of capital Schedule 1.1 – Page 6expenditures, retained earnings and shareholders’ equity, and Product Development Expense, and (in the case of clause (z) below) statements of revenue, grossmargin, capital expenditures, and Product Development Expense, in any event in no less a level of detail than the financial statements provided to the Agentprior to the Closing Date, reflecting the performance of (w) the Accelerated Learning Business (accompanied by reconciling information in detail reasonablysatisfactory to the Agent for any Reconcilable Inclusions with respect to the Accelerated Learning Business), (x) the Educational Resources Business, (y) eachBusiness Segment on a standalone basis (accompanied, in the case of the Planner Business, by reconciling information in detail reasonably satisfactory to theAgent for any Reconcilable Inclusions with respect to the Planner Business), and (z) each Delta Business Sub-Segment on a standalone basis.“Business Segments” means, collectively, each Accelerated Learning Business Segment and each Educational Resources Business Segment.“Capitalized Lease Obligation” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance withGAAP.“Capital Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.“Carveout” has the meaning set forth in the Interim Order or the Final Order, as applicable.“Carveout Expense Reserve” means, as of any date of determination, a reserve established on account of the Carveout and Other StatutoryLiabilities, in amounts not less than those set forth for such reserve amounts in the Budget from time to time unless otherwise agreed by Co-Collateral Agents.“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by anyagency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof,(b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any publicinstrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratingsobtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no morethan 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s,(d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issuedby any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bankhaving at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000, (e) Deposit Accounts maintained with (i) any bank thatsatisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the fullamount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial banksatisfying the Schedule 1.1 – Page 7requirements of clause (d) of this definition or recognized securities dealer having combined capital and surplus of not less than $1,000,000,000, having a termof not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or lessfrom the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and(h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.“Cash Management Services” means any cash management or related services including treasury, depository, return items, overdraft, controlleddisbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer(including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other customary cashmanagement arrangements.“CFC” means a controlled foreign corporation (as that term is defined in the IRC).“Change in Control” means that:(a) any Person or two or more Persons acting in concert, shall have acquired beneficial ownership, directly or indirectly, of Equity Interests ofParent (or other securities convertible into such Equity Interests) representing 30% or more of the combined voting power of all Equity Interests of Parententitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Parent;(b) any Person or two or more Persons acting in concert, shall have acquired by contract or otherwise, or shall have entered into a contract orarrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence overthe management or policies of Parent or control over the Equity Interests of such Person entitled to vote for members of the Board of Directors of Parent on afully-diluted basis (and taking into account all such Equity Interests that such Person or group has the right to acquire pursuant to any option right)representing 30% or more of the combined voting power of such Equity Interests;(c) during any period of 24 consecutive months commencing on or after the Closing Date, the occurrence of a change in the composition of theBoard of Directors of Parent such that a majority of the members of such Board of Directors are not Continuing Directors;(d) Parent fails to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan Party;(e) the occurrence of any “Change in Control” as defined in the Split Lien Credit Agreement; or(f) the occurrence of any “Change of Control” as defined in the Convertible Note Indenture. Schedule 1.1 – Page 8“Chief Restructuring Officer” means Mr. Thomas E. Hill, a representative of Alvarez & Marsal North America, LLC (“Alvarez & Marsal”), inhis capacity as Chief Restructuring Officer duly appointed and authorized by Borrowers, on terms and conditions reasonably acceptable to Agent andLenders.“Closing Date” means the date of the making of the initial Revolving Loan (or other extension of credit) under the Agreement.“Co-Collateral Agents” means, collectively, the Agent and GECC, each in its capacity as a co-collateral agent and any successor co-collateralagents.“Code” means the New York Uniform Commercial Code, as in effect from time to time.“Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by Parent or its Subsidiaries in or uponwhich a Lien is granted by such Person in favor of Agent, Co-Collateral Agents or the Lenders under any of the Loan Documents. Without limitation of theforegoing, subject to the terms of the Interim Order and Final Order, the Collateral shall include all proceeds of any and all Avoidance Actions.“Collateral Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor,consignee, or other Person in possession of, having a Lien upon, or having rights or interests in Parent’s or its Subsidiaries’ books and records, Equipment,or Inventory, in each case, in form and substance reasonably satisfactory to Co-Collateral Agents.“Commitment” means, with respect to each Lender, its Revolver Commitment, as the context requires, and, with respect to all Lenders, theirRevolver Commitments, as the context requires, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading onSchedule C-1 to the Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amountsmay be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.“Committees” means, collectively, the official committee of unsecured creditors and any other committee formed, appointed or approved in anyChapter 11 Case.“Commodity Hedging Obligations” means any and all obligations of the Borrowers and their Subsidiaries under (a) any and all agreements,devices or arrangements designed to protect any Borrowers or any of their Subsidiaries from the fluctuations of commodity prices, commodity price cap orcollar protection agreements, and commodity forward and future contracts, swaps, options, puts and warrants, and (b) any and all cancellations, buy backs,reversals, terminations or assignments of any of the foregoing.“Compliance Certificate” means a certificate substantially in the form of Exhibit C-1 to the Agreement delivered by the chief financial officer ofAdministrative Borrower to Agent. Schedule 1.1 – Page 9“Confidential Information” has the meaning specified therefor in Section 17.9(a) of the Agreement.“Continuing Director” means (a) any member of the Board of Directors who was a director (or comparable manager) of Parent on the ClosingDate, and (b) any individual who becomes a member of the Board of Directors after the Closing Date if such individual was approved, appointed ornominated for election to the Board of Directors by a majority of the Continuing Directors, but excluding any such individual originally proposed for electionin opposition to the Board of Directors in office at the Closing Date in an actual or threatened election contest relating to the election of the directors (orcomparable managers) of Parent and whose initial assumption of office resulted from such contest or the settlement thereof.“Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Parent or oneof its Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).“Convertible Note Indenture” means that certain Indenture dated as of March 1, 2011 between Parent and The Bank of New York Mellon TrustCompany, N.A., as trustee, as amended or modified from time to time, in an aggregate original principal amount of $157,500,000.“Convertible Notes” means convertible subordinated notes due 2026 issued pursuant to the Convertible Note Indenture in an aggregate originalprincipal amount of $157,500,000.“Copyright Security Agreement” has the meaning specified therefor in the Guaranty and Security Agreement.“Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.“Defaulting Lender” means any Lender that (a) has failed to fund any amounts required to be funded by it under the Agreement within 1 BusinessDay of the date that it is required to do so under the Agreement (including the failure to make available to Agent amounts required pursuant to a Settlement or tomake a required payment in connection with a Letter of Credit Disbursement), (b) notified the Administrative Borrower, Agent, or any Lender in writing that itdoes not intend to comply with all or any portion of its funding obligations under the Agreement, (c) has made a public statement to the effect that it does notintend to comply with its funding obligations under the Agreement or under other agreements generally (as reasonably determined by Agent) under which it hascommitted to extend credit, (d) failed, within 1 Business Day after written request by Agent, to confirm that it will comply with the terms of the Agreementrelating to its obligations to fund any amounts required to be funded by it under the Agreement, (e) otherwise failed to pay over to Agent, any Co-CollateralAgent or any other Lender any other amount required to be paid by it under the Agreement within 1 Business Day of the date that it is required to do so underthe Agreement, unless subject of a good faith dispute, or (f) (i) becomes or is insolvent or has a parent company that has become or is insolvent or Schedule 1.1 – Page 10(ii) becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian or appointed for it, or has takenany action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that hasbecome the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken anyaction in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.“Defaulting Lender Rate” means (a) for the first 3 days from and after the date the relevant payment is due, the Base Rate, and (b) thereafter, theinterest rate then applicable to Revolving Loans that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto).“Delta Business” means the Delta Business Sub-Segments collectively and taken as a whole.“Delta Business Sub-Segments” means the collective reference to, and individually any one of, (i) Delta/FOSS, (ii) Frey Scientific, and (iii) OtherScience Products.“Delta/Foss” means the Delta and Refurbishment marketing units that are a sub-segment of the Delta Business that offers an inquiry-basedelementary school science curriculum, including instructional and classroom resources and hands-on investigation materials, the Delta Science Moduleprogram, the FOSS (Full Option Science System) program and kit refill materials.“Designated Account” means the Deposit Account of Administrative Borrower identified on Schedule D-1 to the Agreement (or such other DepositAccount of Administrative Borrower located at Designated Account Bank that has been designated as such, in writing, by Administrative Borrower to Agent).“Designated Account Bank” has the meaning specified therefor in Schedule D-1 to the Agreement (or such other bank that is located within theUnited States that has been designated as such, in writing, by Administrative Borrower to Agent).“Dilution” means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the resultof dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Borrowers’Accounts during such period, by (b) Borrowers’ billings with respect to Accounts during such period.“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by 1percentage point for each percentage point by which Dilution is in excess of 5%.“Disqualified Equity Interests” shall mean any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests intowhich it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is Schedule 1.1 – Page 11mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change ofcontrol or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the priorrepayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the optionof the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or(d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in eachcase, prior to the date that is 180 days after the Maturity Date.“Dollars” or “$” means United States dollars.“Educational Resources Administrator” means the category within the Educational Resources Segment that offers basic classroom supplies, officeproducts, janitorial and sanitation supplies, school equipment, technology products and paper.“Educational Resources Business” means the Educational Resources Business Segments, collectively and taken as a whole.“Educational Resources Business Segments” means the collective reference to, and individually any one of, (i) Educational Resources Educator,(ii) Educational Resources Administrator, and (iii) Educational Resources Furniture.“Educational Resources Educator” means the category within the Educational Resources Segment that offers supplemental learning materials,teaching resources, upper-grade-level art supplies, early childhood products, physical education equipment and special needs equipment and classroomtechnology.“Educational Resources Furniture” means the category within the Educational Resources Segment that offers classroom furniture, libraryfurniture, cafeteria furniture, office furniture, fixed furniture such as bleachers and lockers, as well as construction and project management services.“Eligible Accounts” means those Accounts created by a Borrower in the ordinary course of its business, that arise out of such Borrower’s sale ofgoods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and thatare not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time byCo-Collateral Agents in Co-Collateral Agents’ Permitted Discretion to address the results of any field examination performed by (or on behalf of) Agent and/orCo-Collateral Agents from time to time after the Closing Date. In determining the amount to be included, Eligible Accounts shall be calculated net of customerdeposits, unapplied cash, taxes, discounts, credits, allowances, and rebates. Eligible Accounts shall not include the following:(a) Accounts that the Account Debtor has failed to pay within 90 days of original invoice date or within 60 days of original due date or Accountswith selling terms of more than 60 days (provided, that, during the period commencing on December 1st of each year Schedule 1.1 – Page 12through May 31st of the immediately subsequent year, Accounts in an aggregate amount for all such Accounts not to exceed the lesser of (x) 70% of allAccounts outstanding more than 90 days past their original invoice date and (y) $5,000,000 shall not be ineligible under this clause (a) as a result of beingoutstanding more than 90 days past original invoice date, so long as such Accounts are not unpaid more than 120 days past their original invoice date),(b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) aredeemed ineligible under clause (a) above,(c) Accounts with respect to which the Account Debtor is an Affiliate of a Borrower or an employee or agent of a Borrower or any Affiliate of aBorrower,(d) Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale onapproval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional,(e) Accounts that are not payable in Dollars,(f) Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States or Canada, or(ii) is not organized under the laws of the United States or any state thereof or Canada or any province thereof, or (iii) is the government of any foreign countryor sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or otherinstrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, andissuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or (B) the Account is covered by credit insurance inform, substance, and amount, and by an insurer, reasonably satisfactory to Agent,(g) Accounts with respect to which the Account Debtor is the United States or any department, agency, or instrumentality of the United States(exclusive, however, of Accounts (x) with respect to which the applicable Borrower has complied, to the reasonable satisfaction of Co-Collateral Agents, withthe Assignment of Claims Act, 31 USC §3727 and (y) in an aggregate amount not to exceed $2,000,000);(h) Accounts with respect to which the Account Debtor is a creditor of a Borrower, has or has asserted a right of recoupment or setoff, or hasdisputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff, or dispute,(i) Accounts with respect to an Account Debtor whose total obligations owing to Borrowers exceed 10% (such percentage, as applied to a particularAccount Debtor, being subject to reduction by Co-Collateral Agents in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) ofall Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that, in Schedule 1.1 – Page 13each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Co-Collateral Agents based onall of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,(j) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as towhich a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,(k) Accounts, the collection of which, Co-Collateral Agents, in their Permitted Discretion, believes to be doubtful, including by reason of theAccount Debtor’s financial condition,(l) Accounts that are not subject to a valid and perfected first priority Agent’s Lien, or are subject to a Lien other than the Liens of Agent and thosepermitted in clauses (a), (b), (c) and (q) of the definition of the term Permitted Liens (but as to Liens referred to in clause (c) only to the extent that Co-CollateralAgents have established a reserve in respect thereof),(m) Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) theservices giving rise to such Account have not been performed and billed to the Account Debtor,(n) Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity,(o) Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance byBorrowers of the subject contract for goods or services, or(p) Accounts arising from or in connection with contracts or projects that are subject to a performance or surety bond.“Eligible Inventory” means Inventory of a Borrower consisting of raw materials and finished goods, that complies with each of the representationsand warranties respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excludingcriteria set forth below; provided, that such criteria may be revised from time to time by Co-Collateral Agent in Co-Collateral Agents’ Permitted Discretion toaddress the results of any field examination or appraisal performed by Agent and/or Co-Collateral Agents from time to time after the Closing Date. Indetermining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with Borrowers’ historical accountingpractices. An item of Inventory shall not be included in Eligible Inventory if:(a) the applicable Borrower does not have good, valid, and marketable title thereto, Schedule 1.1 – Page 14(b) the applicable Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of such Borrower),(c) it is not located at one of the locations in the continental United States set forth on Schedule E-1 to the Agreement (or in-transit from one suchlocation to another such location),(d) it is in-transit to or from a location of the applicable Borrower (other than in-transit from one location set forth on Schedule E-1 to theAgreement to another location set forth on Schedule E-1 to the Agreement); unless such inventory is in transit outside of, but on route to, the United States ofAmerica (including its inland waterways), is fully insured and the title documents in respect thereof (x) are negotiable, (y) are in the possession of a TitleDocument Agent, and (z) have been consigned and issued as follows: “to the order of a Title Document Agent, as agent for secured party, Wells Fargo CapitalFinance, LLC, which secured party has a security interest in the goods covered by this document”; provided, that the maximum amount of in-transitinventory not located in the United States of America (including its inland waterways) at any one time included as Eligible Inventory shall not exceed$2,500,000,(e) it is located on real property leased by the applicable Borrower, in a contract warehouse or with a processor, in each case, unless a LandlordReserve is in place for such location or it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, and unless itis segregated or otherwise separately identifiable from goods of others, if any, stored on the premises,(f) it is the subject of a bill of lading or other document of title,(g) it is not subject to a valid and perfected first priority Agent’s Lien, or is subject to a Lien other than the Liens of Agent and those permitted inclauses (a), (b), (c), (g), (p) and (q) of the definition of the term Permitted Liens (but as to Liens referred to in clause (c), (g) and (p) only to the extent that Co-Collateral Agents have established a reserve in respect thereof),(h) it consists of goods returned or rejected by a Borrower’s customers,(i) it consists of goods that are obsolete or slow moving, restrictive or custom items, work-in-process or goods that constitute spare parts,packaging and shipping materials, supplies used or consumed in a Borrower’s business, bill and hold goods, defective goods, “seconds,” or Inventoryacquired on consignment; provided, that, Eligible Slow Moving shall not be ineligible under this clause (i) as a result of being slow moving, provided,further, that, if Borrowers have not sold any Inventory of a particular type or category during the then immediately preceding 12 consecutive month period,such type or category of Inventory shall be deemed ineligible as slow moving under this clause (i),(j) it is subject to third party trademark, or other intellectual property, licensing or proprietary rights, unless Co-Collateral Agents are satisfied thatsuch Inventory can be freely sold by Agent on and after the occurrence of an Event of a Default (without Agent infringing any rights of, or incurring anyliabilities to, any licensor or owner of such third party rights) despite such third party rights, or Schedule 1.1 – Page 15(k) it is located at any site if the aggregate book value of Inventory at such location is less than $100,000.“Eligible Slow Moving Inventory” means Inventory of the type or category that Borrowers then have a supply of 52 weeks or more (based on salesover the then preceding 12 consecutive month period) unless Borrowers have not sold any Inventory of such type or category during the then immediatelypreceding 12 consecutive month period.“Eligible Transferee” means (a) any Lender (other than a Defaulting Lender), any Affiliate of any Lender and any Related Fund of any Lender;and (b) (i) a commercial bank organized under the laws of the United States or any state thereof, and having total assets in excess of $1,000,000,000; (ii) asavings and loan association or savings bank organized under the laws of the United States or any state thereof, and having total assets in excess of$1,000,000,000; (iii) a commercial bank organized under the laws of any other country or a political subdivision thereof; provided that (A) (x) such bank isacting through a branch or agency located in the United States or (y) such bank is organized under the laws of a country that is a member of the Organizationfor Economic Cooperation and Development or a political subdivision of such country, and (B) such bank has total assets in excess of $1,000,000,000;(c) any other entity (other than a natural person) that is an “accredited investor” (as defined in Regulation D under the Securities Act) that extends credit orbuys loans as one of its businesses including insurance companies, investment or mutual funds and lease financing companies, and having total assets inexcess of $1,000,000,000; (d) if no Event of Default exists, any Person (other than any natural Person); and (e) during the continuation of an Event of Default,any other Person approved by Agent; provided, that, except in connection with the exercise of any purchase right under Section 10 of the Split LienIntercreditor Agreement, “Eligible Transferee” shall exclude any holder of any Indebtedness arising under the Split Lien Documents.“Environmental Action” means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial oradministrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations ofEnvironmental Laws or releases of Hazardous Materials (a) from any assets, properties, or businesses of Parent, any Subsidiary of Parent, or any of theirpredecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by Parent,any Subsidiary of Parent, or any of their predecessors in interest.“Environmental Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding andenforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case as amended, or any judicial oradministrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on Parent orits Subsidiaries, relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time totime. Schedule 1.1 – Page 16“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees,disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interestincurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to anyEnvironmental Action.“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.“Equipment” means equipment (as that term is defined in the Code).“Equity Interest” means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless ofhow designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, orany other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.“ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees ofParent or its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the sameemployer as the employees of Parent or its Subsidiaries under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC,any organization subject to ERISA that is a member of an affiliated service group of which Parent or any of its Subsidiaries is a member under IRCSection 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangementwith Parent or any of its Subsidiaries and whose employees are aggregated with the employees of Parent or its Subsidiaries under IRC Section 414(o).“Event of Default” has the meaning specified therefor in Section 8 of the Agreement.“Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time.“Excluded Taxes” means (i) any tax imposed on the net income or net profits of any Lender or any Participant (including any branch profitstaxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or such Participant isorganized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender’s or such Participant’s principal office islocated in each case as a result of a present or former connection between such Lender or such Participant and the jurisdiction or taxing authority imposing thetax (other than any such connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or receivedpayment under, or enforced its rights or remedies under the Agreement or Schedule 1.1 – Page 17any other Loan Document); (ii) taxes resulting from a Lender’s or a Participant’s failure to comply with the requirements of Section 16.2 of the Agreement, and(iii) any United States federal withholding taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding rate ineffect at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), except that Taxes shall include (A) any amountthat such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16.1 of the Agreement, if any, with respect to suchwithholding tax at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), and (B) additional United States federalwithholding taxes that may be imposed after the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), as a result ofa change in law, rule, regulation, order or other decision with respect to any of the foregoing by any Governmental Authority.“Existing Agent” means Wells Fargo Capital Finance, LLC in its capacity as the administrative agent to the Existing Lenders.“Existing Bank Product Obligations” means “Bank Product Obligations” as defined in the Existing Loan Agreement.“Existing Lenders” means the financial institutions party to the Existing Loan Agreement, and each of their respective successors and assigns.“Existing Letter of Credit” has the meaning set forth in Section 2.11(n).“Existing Loan Agreement” means that certain Credit Agreement dated as of May 22, 2012 by and among Existing Agent, as AdministrativeAgent, Existing Agent and General Electric Capital Corporation as Co-Collateral Agents, the lenders party thereto and Borrowers as amended from time to time.“Existing Loan Documents” all documents, agreements and orders that evidence or govern the Existing Secured Obligations, including, withoutlimitation, the items described on Schedule E-2, in each case, as the same has been amended, restated, supplemented or otherwise modified from time to time.“Existing Secured Obligations” means all outstanding principal, accrued interest, accrued fees and expenses and any other indebtedness andamounts owing to Existing Lenders (or the agents therefor) under the Existing Loan Documents and all Existing Bank Product Obligations.“Existing Split Lien Agent” means the “Term Loan Agent” as defined in the Existing Split Lien Intercreditor Agreement.“Existing Split Lien Credit Agreement” means that certain Credit Agreement dated as of May 22, 2012, by and among Borrowers, SelectAgendas, Corp., Existing Split Lien Agent and the lenders from time to time party thereto, as amended from time to time to the extent permitted under theExisting Split Lien Intercreditor Agreement. Schedule 1.1 – Page 18“Existing Split Lien Documents” means the “Term Loan Documents” as defined in the Split Lien Intercreditor Agreement (as in effect on the datehereof).“Existing Split Lien Indebtedness” means “Term Loan Debt” as defined in the Existing Split Lien Intercreditor Agreement.“Existing Split Lien Intercreditor Agreement” means that certain Intercreditor Agreement dated as May 22, 2012, between Existing Agent andExisting Split Lien Agent and acknowledged by the Loan Parties, as amended or modified from time to time.“Existing Split Lien Priority Collateral” means the “Term Loan Priority Collateral” as defined in the Existing Split Lien Intercreditor Agreement.“Extraordinary Advances” has the meaning specified therefor in Section 2.3(d)(ii) of the Agreement.“Extraordinary Receipts” means (a) so long as no Event of Default has occurred and is continuing, proceeds of judgments, proceeds ofsettlements, or other consideration of any kind received in connection with any cause of action or claim, and (b) if an Event of Default has occurred and iscontinuing, any payments received by Parent or any of its Subsidiaries not in the ordinary course of business (and not consisting of proceeds described inSection 2.4(e)(ii) of the Agreement) consisting of (i) proceeds of judgments, proceeds of settlements, or other consideration of any kind received in connectionwith any cause of action or claim, (ii) indemnity payments (other than to the extent such indemnity payments are immediately payable to a Person that is notan Affiliate of Parent or any of its Subsidiaries, and (iii) any purchase price adjustment received in connection with any purchase agreement.“Fee Letter” means that certain fee letter, dated as of even date with the Agreement, between Borrowers and Agent, in form and substancesatisfactory to Agent.“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted averageof the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the nextsucceeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average ofthe quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it.“Filing Date” has the meaning set forth in the recitals hereto.“Final Order” means the order of the Bankruptcy Court entered in the Bankruptcy Cases after a final hearing (assuming satisfaction of thestandards prescribed in Section 364 of the Bankruptcy Code and Bankruptcy Rule 4001 and other applicable law), which order is in effect and not stayed, inthe form attached as Exhibit F-1, modified only to include provisions of the Interim Order that are not to be effective until the entry of the “Final Order” (asdefined in the Interim Order). Schedule 1.1 – Page 19“Financing Order” means, (i) until the entry of the Final Order, the Interim Order, and (ii) after the entry of the Final Order, the Final Order,together with (a) all non-material amendments, modifications and supplements to such Interim Order or Final Order, as applicable, which are acceptable toAgent in its sole and absolute discretion and (b) all material amendments, modifications and supplements to such Interim Order or Final Order, as applicable,which are acceptable to each Lender.“Flow of Funds Agreement” means a flow of funds agreement, dated as of even date herewith, in form and substance reasonably satisfactory toAgent, executed and delivered by each Loan Party and Agent.“Foreign Lender” means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).“Frey Scientific” means the marketing unit that is a sub-segment of the Delta Business that offers a line of science supplies and equipment for k-12 classrooms and science labs, as well as lab design services and furniture.“Funding Date” means the date on which a Borrowing occurs.“Funding Losses” has the meaning specified therefor in Section 2.12(b)(ii) of the Agreement.“FX and Currency Option Obligations” means any and all obligations of the Borrowers and their Subsidiaries, whether absolute or contingentand howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor),under any and all agreements, devices or arrangements designed to protect any Borrower or any of their Subsidiaries from variations in the comparative valueof currencies, including foreign exchange purchase and future purchase transactions, currency options, currency swaps and cross currency rate swaps.“GECC” means General Electric Capital Corporation, a Delaware corporation.“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documentsof such Person.“Governmental Authority” means any federal, state, local, or other governmental or administrative body, instrumentality, board, department, oragency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.“Guarantor” means (a) each Subsidiary of Parent (other than a Borrower) and (b) each other Person that becomes a guarantor of the Obligationsafter the Closing Date pursuant to Section 5.11 of the Agreement. Schedule 1.1 – Page 20“Guaranty and Security Agreement” means a guaranty and security agreement, dated as of even date with the Agreement, in form and substancereasonably satisfactory to Co-Collateral Agents, executed and delivered by each Borrower and each Guarantor to Agent.“Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulationsas “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classifysubstances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil,petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated withthe exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactivematerials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excessof 50 parts per million.“Health Business” means a segment of the Accelerated Learning Business that offers physical education and health solutions under the SPARKbrand.“Hedge Agreement” means a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.“Hedge Obligations” means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafterarising, of Parent or its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the HedgeProviders.“Hedge Provider” means any Lender or any of its Affiliates; provided, that no such Person shall constitute a Hedge Provider unless and until(x) in the case of Wells Fargo or its Affiliates, Agent shall have received a Bank Product Provider Agreement from such Person and with respect to theapplicable Hedge Agreement prior to the date that is 10 days after the execution and delivery of such Hedge Agreement with Parent or its Subsidiaries, or (y) inthe case of any other Person, Agent shall have received a Bank Product Provider Agreement from such Person and with respect to the applicable HedgeAgreement within 10 days after the execution and delivery of such Hedge Agreement with Parent or its Subsidiaries; provided further, that if, at any time, aLender ceases to be a Lender under the Agreement, then, from and after the date on which it ceases to be a Lender thereunder, neither it nor any of its Affiliatesshall constitute Hedge Providers and the obligations with respect to Hedge Agreements entered into with such former Lender or any of its Affiliates shall nolonger constitute Hedge Obligations.“Indebtedness” as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced bybonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or otherfinancial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any Schedule 1.1 – Page 21asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the deferred purchase price ofassets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices and, for theavoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses), (f) all monetary obligationsof such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the HedgeAgreement were terminated on the date of determination), (g) any Disqualified Equity Interests of such Person, and (h) any obligation of such Personguaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of anyother Person that constitutes Indebtedness under any of clauses (a) through (g) above; provided that reimbursement obligations with respect to PermittedSurety Bonds that have not been drawn shall not constitute Indebtedness. For purposes of this definition, (i) the amount of any Indebtedness represented by aguaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amountfor which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of anyIndebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) ifapplicable, the limited amount of such obligations, and (B) if applicable, the fair market value of such assets securing such obligation.“Indemnified Liabilities” has the meaning specified therefor in Section 10.3 of the Agreement.“Indemnified Person” has the meaning specified therefor in Section 10.3 of the Agreement.“Indemnified Taxes” means, any Taxes other than Excluded Taxes.“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under anyother state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generallywith creditors, or proceedings seeking reorganization, arrangement, or other similar relief (including the Bankruptcy Cases).“Intercompany Subordination Agreement” means an intercompany subordination agreement, dated as of even date with the Agreement, executedand delivered by Parent, each of its Subsidiaries each of the other Loan Parties, and Agent, the form and substance of which is reasonably satisfactory toAgent.“Interest Period” means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan (or thecontinuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 14 days or 1, 2, 3 or 6 months thereafter;provided, that (a) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, butexcluding, the day on which any Interest Period expires, (b) any Interest Period that would end Schedule 1.1 – Page 22on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, inwhich case such Interest Period shall end on the next preceding Business Day, (c) with respect to an Interest Period of a month or greater that begins on the lastBusiness Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period),the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, 3 or 6 months after the date on which the Interest Period began, asapplicable, and (d) Borrowers may not elect an Interest Period which will end after the Maturity Date.“Interim Order” means the order of the Bankruptcy Court entered in the Bankruptcy Cases after an interim hearing (assuming satisfaction of thestandards prescribed in Section 364 of the Bankruptcy Code and Bankruptcy Rule 4001 and other applicable law), which order is in effect and not stayed, inthe form attached as Exhibit F-1.“Inventory” means inventory (as that term is defined in the Code).“Inventory Reserves” means, as of any date of determination, (a) Landlord Reserves, and (b) those reserves that Co-Collateral Agents deemnecessary or appropriate, in their Permitted Discretion and subject to Section 2.1(c), to establish and maintain (including reserves for slow moving Inventoryand Inventory shrinkage) with respect to Eligible Inventory or the Maximum Revolver Amount.“Investment” means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans,guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in theordinary course of business, and (b) bona fide accounts receivable arising in the ordinary course of business), or acquisitions of Indebtedness, EquityInterests, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are orwould be classified as investments on a balance sheet prepared in accordance with GAAP. The amount of any Investment shall be the original cost of suchInvestment plus the cost of all additions thereto, without any adjustment for increases or decreases in value, or write-ups, write-downs, or write-offs withrespect to such Investment.“IRC” means the Internal Revenue Code of 1986, as in effect from time to time.“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International BankingLaw & Practice (or such later version thereof as may be in effect at the time of issuance).“Issuer Document” means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any other document,agreement or instrument entered into (or to be entered into) by a Borrower in favor of Issuing Lender or Underlying Issuer and relating to such Letter of Credit.“Issuing Lender” means WFCF or any other Lender that, at the request of Administrative Borrower and with the consent of Agent, agrees, in suchLender’s sole discretion, to become an Issuing Lender for the purpose of issuing Letters of Credit or Reimbursement Undertakings pursuant to Section 2.11 ofthe Agreement and Issuing Lender shall be a Lender. Schedule 1.1 – Page 23“Landlord Reserve” means, as to each location at which any Loan Party has Inventory or books and records located and as to which a CollateralAccess Agreement has not been received by Agent, (x) in the case of real property leased by the applicable Borrower, a reserve in an amount equal to the greaterof (a) the number of months’ rent for which the landlord will have, under applicable law, a Lien in the Inventory of such Loan Party to secure the payment ofrent or other amounts under the lease relative to such location, and (b) 3 months’ rent under the lease relative to such location and (y) in the case of any otherlocation, a reserve in an amount determined by Co-Collateral Agents in their Permitted Discretion.“Lease” means a lease, license, concession, occupancy agreement or other agreement (written or oral, now or at any time in effect) which grants toany Person a possessory interest in, or the right to use, all or any part of a parcel of Real Property.“Leased Real Property” means any leasehold interest in Real Property of any Loan Party as lessee, sublessee or the like under any Lease.“Lender” has the meaning set forth in the preamble to the Agreement, shall include Issuing Lender and the Swing Lender, and shall also includeany other Person made a party to the Agreement pursuant to the provisions of Section 13.1 of the Agreement and “Lenders” means each of the Lenders or anyone or more of them.“Lender Group” means each of the Lenders (including Issuing Lender and the Swing Lender), each of the Co-Collateral Agents and Agent, or anyone or more of them.“Lender Group Expenses” means all (a) costs or expenses (including taxes and insurance premiums) required to be paid by Parent or itsSubsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) documented out-of-pocket fees or charges paidor incurred by Agent and each Co-Collateral Agent in connection with the Lender Group’s transactions with Parent or its Subsidiaries under any of the LoanDocuments, including, fees or charges for background checks, OFAC/PEP searches, photocopying, notarization, couriers and messengers,telecommunication, public record searches, filing fees, recording fees, publication, appraisal (including periodic collateral appraisals or business valuations tothe extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or the Fee Letter), real estate surveys, real estate titlepolicies and endorsements, and environmental audits, (c) Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursementof funds (or the receipt of funds) to or for the account of Borrowers (whether by wire transfer or otherwise), together with any out-of-pocket costs and expensesincurred in connection therewith, (d) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party,(e) reasonable documented out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the LoanDocuments, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling,preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective Schedule 1.1 – Page 24of whether a sale is consummated, (f) field examination, appraisal, and valuation fees and expenses of Agent and each Co-Collateral Agent related to any fieldexaminations, appraisals, or valuation to the extent of the fees and charges (and up to the amount of any limitation) provided in Section 2.10 of the Agreement,(g) Agent’s reasonable costs and expenses (including reasonable documented attorneys’ fees and expenses) relative to third party claims or any other lawsuit oradverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated bythe Loan Documents, Agent’s Liens in and to the Collateral, or the Lender Group’s relationship with Parent or any of its Subsidiaries, (h) Agent’s and eachCo-Collateral Agent’s reasonable documented costs and expenses (including reasonable documented attorneys’ fees and due diligence expenses) incurred inadvising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including reasonable costs and expenses relativeto CUSIP, DXSyndicate™, SyndTrak or other communication costs incurred in connection with a syndication of the loan facilities), or amending, waiving,or modifying the Loan Documents, (i) Agent’s, each Co-Collateral Agent and each Lender’s reasonable documented costs and expenses (including reasonabledocumented attorneys’, accountants’, consultants’, and other advisors’ fees and expenses) incurred in terminating, enforcing (including attorneys,accountants, consultants, and other advisors fees and expenses incurred in connection with any of the Bankruptcy Cases or with such other “workout,” a“restructuring,” or an Insolvency Proceeding concerning Parent or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), ordefending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any RemedialAction with respect to the Collateral, including any such costs and expenses incurred in connection with any action to lift the automatic stay of Section 362 ofthe Bankruptcy Code, or any other action or participation by any member of the Lender Group in the Bankruptcy Cases, including any contested matters oradversary proceedings, to the extent related to any of the foregoing, and (j) the fees, charges, commissions and costs provided for in Section 2.11(j) of theAgreement (including any fronting fees) and all other fees, charges, commissions, costs and expenses for amendments, renewals, extensions, transfers, ordrawings from time to time charged by the Underlying Issuer or incurred or charged by Issuing Lender in respect of Letters of Credit and out-of-pocket fees,costs, and expenses charged by the Underlying Issuer or incurred or charged by Issuing Lender in connection with the issuance, amendment, renewal,extension, or transfer of, or drawing under, any Letter of Credit or any demand for payment thereunder.“Lender Group Representatives” has the meaning specified therefor in Section 17.9 of the Agreement.“Lender-Related Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees,attorneys, and agents.“Letter of Credit” means a letter of credit (as that term is defined in the Code) issued by Issuing Lender or a letter of credit (as that term is definedin the Code) issued by Underlying Issuer, as the context requires.“Letter of Credit Collateralization” means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to Agent,including provisions that specify Schedule 1.1 – Page 25that the Letter of Credit Fees and all fees, charges and commissions provided for in Section 2.11(j) of the Agreement (including any fronting fees) will continueto accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of the Revolving Lenders in an amount equal to 110% of the thenexisting Letter of Credit Usage, (b) delivering to Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substancereasonably satisfactory to Agent and Issuing Lender, terminating all of such beneficiaries’ rights under the Letters of Credit, or (c) providing Agent with astandby letter of credit, in form and substance reasonably satisfactory to Agent, from a commercial bank acceptable to Agent (in its sole discretion) in anamount equal to 110% of the then existing Letter of Credit Usage (it being understood that the Letter of Credit Fee and all fronting fees set forth in the Agreementwill continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any suchstandby letter of credit).“Letter of Credit Disbursement” means a payment made by Issuing Lender or Underlying Issuer pursuant to a Letter of Credit.“Letter of Credit Exposure” means, as of any date of determination with respect to any Lender, such Lender’s Pro Rata Share of the Letter ofCredit Usage on such date.“Letter of Credit Fee” has the meaning specified therefor in Section 2.6(b) of the Agreement.“Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit.“LIBOR Deadline” has the meaning specified therefor in Section 2.12(b)(i) of the Agreement.“LIBOR Notice” means a written notice in the form of Exhibit L-1.“LIBOR Option” has the meaning specified therefor in Section 2.12(a) of the Agreement.“LIBOR Rate” means the rate per annum rate appearing on Macro*World’s (www.mworld.com; the “Service”) Page BBA LIBOR - USD (or onany successor or substitute page of such Service, or any successor to or substitute for such Service) 2 Business Days prior to the commencement of therequested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as aninitial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrowers inaccordance with the Agreement (and, if any such rate is below zero, the LIBOR Rate shall be deemed to be zero), which determination shall be made by Agentand shall be conclusive in the absence of manifest error.“LIBOR Rate Loan” means each portion of a Revolving Loan that bears interest at a rate determined by reference to the LIBOR Rate. Schedule 1.1 – Page 26“LIBOR Rate Margin” has the meaning set forth in the definition of Applicable Margin.“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien(statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or naturewhatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or otherfinancing lease having substantially the same economic effect as any of the foregoing, including all “liens” as defined by Section 101(37) of the BankruptcyCode.“Loan” shall mean any Revolving Loan (including any Swing Loan or Extraordinary Advance) made (or to be made) hereunder.“Loan Account” has the meaning specified therefor in Section 2.9 of the Agreement.“Loan Documents” means the Agreement, the Financing Order, the Control Agreements, the Copyright Security Agreement, any Borrowing BaseCertificate, the Fee Letter, the Guaranty and Security Agreement, the Intercompany Subordination Agreement, any Issuer Documents, the Letters of Credit, theMortgages, the Patent Security Agreement, the Trademark Security Agreement, any note or notes executed by a Borrower in connection with the Agreement andpayable to any member of the Lender Group, and any other instrument or agreement entered into, now or in the future, by Parent or any of its Subsidiaries andany member of the Lender Group in connection with the Agreement.“Loan Party” means any Borrower or any Guarantor.“Management Incentive Plan” means the management incentive plan proposed by the Loan Parties and in form and substance acceptable to Agentand Required Lenders.“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.“Material Adverse Effect” means (a) a material adverse effect in the business, operations, results of operations, assets, liabilities or financialcondition of Parent and its Subsidiaries, taken as a whole, or the Accelerated Learning Business taken as a whole, in each instance except for the filing,commencement and continuation of the Bankruptcy Cases and the events that customarily result from the filing, commencement and continuation of theBankruptcy Cases (including any litigation resulting therefrom), (b) a material impairment of Parent’s and its Subsidiaries’ ability to perform their obligationsunder the Loan Documents to which they are parties or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral (other than as aresult of as a result of an action taken or not taken that is solely in the control of Agent), or (c) a material impairment of the enforceability or priority of Agent’sLiens with respect to all or a material portion of the Collateral as a result of an action or failure to act on the part of Parent or its Subsidiaries. Schedule 1.1 – Page 27“Maturity Date” means June 30, 2013.“Maximum Revolver Amount” means $175,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordancewith Section 2.4(c) of the Agreement.“Milestones” has the meaning set forth in Section 5.16.“Moody’s” has the meaning specified therefor in the definition of Cash Equivalents.“Mortgages” means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by Parentor its Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Co-Collateral Agents, that encumber the Real Property Collateral.“Net Cash Proceeds” means:(a) with respect to any sale or disposition by Parent or any of its Subsidiaries of assets, the amount of cash proceeds received (directly orindirectly) from time to time (whether as initial consideration or through the payment of deferred consideration) by or on behalf of Parent or its Subsidiaries, inconnection therewith after deducting therefrom only (i) the amount of any Indebtedness secured by any Permitted Lien on any asset (other than(A) Indebtedness owing to Agent, any Co-Collateral Agent or any Lender under the Agreement or the other Loan Documents, (B) Indebtedness under the SplitLien Documents and (C) Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such sale ordisposition, (ii) reasonable fees, commissions, and expenses in the Budget related thereto and required to be paid by Parent or such Subsidiary in connectionwith such sale or disposition, (iii) taxes paid or payable to any taxing authorities by Parent or such Subsidiary in connection with such sale or disposition, ineach case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable to a Person that isnot an Affiliate of Parent or any of its Subsidiaries, and are properly attributable to such transaction; and (iv) all amounts that are set aside as a reserve (A) foradjustments in respect of the purchase price of such assets, (B) for any liabilities associated with such sale or casualty, to the extent such reserve is requiredby GAAP, and (C) for the payment of unassumed liabilities relating to the assets sold or otherwise disposed of at the time of, or within 30 days after, the dateof such sale or other disposition, to the extent that in each case the funds described above in this clause (iv) are (x) consented to by Agent in advance in writingand deposited into escrow with a third party escrow agent or set aside in a separate Deposit Account that is subject to a Control Agreement in favor of Agentand (y) paid to Agent as a prepayment of the applicable Obligations in accordance with Section 2.4(e) of the Agreement at such time when such amounts are nolonger required to be set aside as such a reserve; and(b) with respect to the issuance or incurrence of any Indebtedness by Parent or any of its Subsidiaries, or the issuance by Parent or any of itsSubsidiaries of any Equity Interests, the aggregate amount of cash received (directly or indirectly) from time to time Schedule 1.1 – Page 28(whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of Parent or such Subsidiary in connectionwith such issuance or incurrence, after deducting therefrom only (i) reasonable fees, commissions, and expenses in the Budget related thereto and required tobe paid by Parent or such Subsidiary in connection with such issuance or incurrence, (ii) taxes paid or payable to any taxing authorities by Parent or suchSubsidiary in connection with such issuance or incurrence, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time ofreceipt of such cash, actually paid or payable to a Person that is not an Affiliate of Parent or any of its Subsidiaries, and are properly attributable to suchtransaction.“Net Recovery Percentage” means, as of any date of determination, the percentage of the book value of any category of Borrowers’ Inventory thatis estimated to be recoverable in an orderly liquidation of such Inventory net of all associated costs and expenses of such liquidation, such percentage to bedetermined as to each category of Inventory and to be as specified in the most recent appraisal received by Agent from an appraisal company selected by Co-Collateral Agents, it being acknowledged and agreed that such percentages shall, to the extent set forth in such appraisal, vary between the “busy” season(initially, which shall be deemed to be the period commencing on May 1st through September 30 of each year or, thereafter, 30 days prior to the correspondingdates of the “busy” season set forth in any subsequent appraisal) and the “non-busy” season. For avoidance of doubt, Inventory of the type that Borrowersthen have a supply of 52 weeks or more and less than 104 weeks (based on sales over the then preceding 12 consecutive month period) shall be considered onecategory and Inventory of the type that Borrowers then have a supply of more than 104 weeks (based on sales over the then preceding 12 consecutive monthperiod) shall be considered a separate category.“Non-Consenting Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement.“Non-Defaulting Lender” means each Lender other than a Defaulting Lender.“Obligations” means (a) all loans (including the Revolving Loans (inclusive of Extraordinary Advances and Swing Loans)), debts, principal,interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in partas a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to Reimbursement Undertakings or with respect toLetters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the Loan Account pursuant to the Agreement),obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), Lender Group Expenses (including any fees orexpenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in anysuch Insolvency Proceeding), guaranties, and all covenants and duties of any other kind and description owing by any Loan Party arising out of, under,pursuant to, in connection with, or evidenced by the Agreement or any of the other Loan Documents and irrespective of whether for the payment of money,whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and allother expenses or other amounts that any Borrower is required to pay or reimburse by the Loan Schedule 1.1 – Page 29Documents or by law or otherwise in connection with the Loan Documents, (b) all debts, liabilities, or obligations (including reimbursement obligations,irrespective of whether contingent) owing by any Borrower or any other Loan Party to an Underlying Issuer now or hereafter arising from or in respect of anUnderlying Letters of Credit, and (c) all Bank Product Obligations. Without limiting the generality of the foregoing, the Obligations of Borrowers under theLoan Documents include the obligation to pay (i) the principal of the Revolving Loans, (ii) interest accrued on the Revolving Loans, (iii) the amount necessaryto reimburse Issuing Lender for amounts paid or payable pursuant to Letters of Credit or Reimbursement Undertakings and the amount necessary toreimburse Underlying Issuer for amounts paid or payable pursuant to Letters of Credit, (iv) Letter of Credit commissions, charges, expenses, and fees,(v) Lender Group Expenses, (vi) fees payable under the Agreement or any of the other Loan Documents, and (vii) indemnities and other amounts payable byany Loan Party under any Loan Document. Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereofand any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.“Other Science Projects” means the marketing units that are sub-segments of the Delta Business that offer grade 6-12 learning systems thatintegrate textbooks, equipment and technology under the CPO Science brand, a supplementary science curriculum under the NEO/SCI brand and SCISbrands, and a math curriculum, supplementary products and manipulatives primarily under the ThinkMath brand.“Other Statutory Liabilities” means accrued and unpaid statutory liabilities of the Loan Parties which may result in claims that have lien priorityor priority of payment over all or any portion of the Obligations, are a statutory trust and/or which are legally required to be paid prior to the repayment in fullof such Obligations, other than the amount of those liabilities included in the Carveout.“Originating Lender” has the meaning specified therefor in Section 13.1(e) of the Agreement.“Overadvance” means, as of any date of determination, that the Revolver Usage is greater than any of the limitations set forth in Section 2.1 orSection 2.11.“Parent” has the meaning specified therefor in the preamble to the Agreement.“Participant” has the meaning specified therefor in Section 13.1(e) of the Agreement.“Participant Register” has the meaning set forth in Section 13.1(i) of the Agreement.“Patent Security Agreement” has the meaning specified therefor in the Guaranty and Security Agreement. Schedule 1.1 – Page 30“Patriot Act” has the meaning specified therefor in Section 4.13 of the Agreement.“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) businessjudgment.“Permitted Dispositions” means:(a) sales, abandonment, or other dispositions of Equipment that is substantially worn, damaged, or obsolete or no longer used or useful in theordinary course of business and leases or subleases of Real Property not useful in the conduct of the business of Parent and its Subsidiaries,(b) sales of Inventory to buyers in the ordinary course of business,(c) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of the Agreement or the other LoanDocuments,(d) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course ofbusiness,(e) any sale or other disposition described in Schedule 5.16 or Schedule 6.4, and(f) the making of Permitted Investments.“Permitted Indebtedness” means, without duplication:(a) Indebtedness evidenced by the Agreement or the other Loan Documents, as well as Indebtedness owed to Underlying Issuers with respect toUnderlying Letters of Credit,(b) Existing Secured Obligations, including any Indebtedness reinstated by the Bankruptcy Court and constituting Reinstated Existing SecuredObligations,(c) Indebtedness set forth on Schedule 4.14 to the Agreement,(d) Permitted Purchase Money Indebtedness,(e) endorsement of instruments or other payment items for deposit,(f) Permitted Surety Bonds in an aggregate amount not to exceed $30,000,000,(g) Indebtedness permitted to be incurred in accordance with the Financing Order,(h) the incurrence by Parent or its Subsidiaries of Indebtedness under Hedge Agreements that are incurred for the bona fide purpose of hedging theinterest rate, commodity, or foreign currency risks associated with Parent’s and its Subsidiaries’ operations and not for speculative purposes, Schedule 1.1 – Page 31(i) Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored valuecards, purchase cards (including so-called “procurement cards” or “P-cards”), or Cash Management Services,(j) Indebtedness composing Permitted Investments,(k) Indebtedness outstanding under the Existing Split Lien Documents,(l) Indebtedness outstanding under the Split Lien Documents (and any refinancing of such Indebtedness to the extent such refinancing is permittedby, and subject to the terms of, the Split Lien Intercreditor Agreement as in effect on the date hereof) in an aggregate principal amount not to exceed $50,000,000(plus interest, fees and expenses paid in kind),(m) Indebtedness under the Convertible Notes in an aggregate principal amount not to exceed $157,500,000 (plus accreted principal), and(n) accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case, on Indebtedness thatotherwise constitutes Permitted Indebtedness.“Permitted Intercompany Advances” means loans and other Investments made by (a) a Loan Party to another Loan Party other than Parent, (b) aSubsidiary of Parent that is not a Loan Party to another Subsidiary of Parent that is not a Loan Party, and (c) a Subsidiary of Parent that is not a Loan Partyto a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement.“Permitted Investments” means:(a) Investments in cash and Cash Equivalents,(b) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business,(c) advances made in connection with purchases of goods or services in the ordinary course of business,(d) deposits of cash outstanding on the Filing Date made in the ordinary course of business to secure performance of operating leases,(e) Permitted Intercompany Advances,(f) Investments owned by any Loan Party or any of its Subsidiaries on the Closing Date and set forth on Schedule P-1 to the Agreement, and Schedule 1.1 – Page 32(g) Investments received in settlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary course of business orowing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement ofany Lien in favor of a Loan Party or its Subsidiaries.“Permitted Liens” means(a) Liens granted to, or for the benefit of, Agent to secure the Obligations,(b) Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not have priorityover Agent’s Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests,(c) judgment Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default underSection 8.3 of the Agreement,(d) Liens set forth on Schedule P-2 to the Agreement; provided, that to qualify as a Permitted Lien, any such Lien described on Schedule P-2 tothe Agreement shall only secure the Indebtedness that it secures on the Closing Date,(e) the interests of lessors under operating leases and non-exclusive licensors under license agreements,(f) purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted PurchaseMoney Indebtedness and so long as (i) such Lien attaches only to the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only secures theIndebtedness that was incurred to acquire the asset purchased or acquired,(g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred inthe ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are thesubject of Permitted Protests,(h) Liens on amounts deposited to secure Parent’s and its Subsidiaries’ obligations in connection with worker’s compensation or otherunemployment insurance,(i) Liens on amounts deposited to secure Parent’s and its Subsidiaries’ obligations in connection with the making or entering into of bids, tenders,or leases in the ordinary course of business and not in connection with the borrowing of money,(j) Liens on amounts deposited to secure Parent’s and its Subsidiaries reimbursement obligations with respect to Permitted Surety Bonds permittedpursuant to clause (f) of the definition of Permitted Indebtedness,(k) with respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use oroperation thereof, Schedule 1.1 – Page 33(l) Liens granted or authorized by the Financing Orders, including, without limitation, replacement Liens granted to Existing Agent,(m) Liens on Collateral securing the Existing Split Lien Indebtedness,(n) Liens on Collateral securing the Indebtedness under the Split Lien Documents subject to the Split Lien Intercreditor Agreement,(o) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business and inexistence on the Filing Date,(p) rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred inconnection with the maintenance of Deposit Accounts that are subject to Control Agreements in the ordinary course of business,(q) Liens in favor of customs and revenue authorities arising on or prior to the Filing Date as a matter of law to secure payment of customs dutiesnot yet delinquent in connection with the importation of goods, and(r) Liens granted to, or for the benefit of, Agent to secure the Existing Secured Obligations.“Permitted PMM/Capital Lease Debt” means Capitalized Lease Obligations and purchase money Indebtedness with respect to fixed assets(i) outstanding on the Closing Date and set forth on Schedule 4.14 hereof and described as such on such Schedule and (ii) incurred after the Closing Date in anaggregate principal amount for all such Capitalized Lease Obligations and purchase money Indebtedness not to exceed $500,000 outstanding at any time,provided that such Capitalized Lease Obligations and purchase money Indebtedness are entered into in connection with, and at the time of or no later than 20days after, the acquisition by the Borrowers of equipment useful and used in the ordinary course of the Borrowers’ business and the principal amount of suchCapitalized Lease Obligations and purchase money Indebtedness when incurred does not exceed the purchase price of the property financed, and no suchCapitalized Lease Obligations and purchase money Indebtedness shall be refinanced for a principal amount in excess of the principal amount refinanced.“Permitted Priority Liens” means all Permitted Liens permitted to have priority over the Liens in favor of Agent and Lenders, solely to the extentthat such Liens are valid, perfected and non-avoidable as of the Filing Date, subject to the terms of the Financing Order and otherwise agreed to by Agent.“Permitted Protest” means the right of Parent or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), taxes(other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with respect to suchobligation is established on Parent’s or its Subsidiaries’ books and records in such amount as is required under GAAP, (b) any such protest is institutedpromptly and prosecuted diligently by Parent or its Subsidiary, as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending,there will be no impairment of the enforceability, validity, or priority of any of Agent’s Liens. Schedule 1.1 – Page 34“Permitted Purchase Money Indebtedness” means, as of any date of determination, Indebtedness (other than the Obligations, but includingCapitalized Lease Obligations), incurred after the Closing Date and at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose offinancing all or any part of the acquisition cost thereof, in an aggregate principal amount outstanding at any one time not in excess of $500,000.“Permitted Senior Liens” means Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, the interests oflessors under Capital Leases, and, solely with respect to the Split Lien Priority Collateral, Liens securing the Indebtedness under the Split Lien Documents.“Permitted Surety Bonds” means unsecured guarantees and reimbursement obligations incurred in the ordinary course of business with respect tosurety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations.“Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liabilitypartnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments andagencies and political subdivisions thereof.“Planner Business” means the business unit comprised of Premier Agendas, Inc., Premier School Agendas, Ltd. and Select Agendas, Corp.“Platform” has the meaning specified therefor in Section 17.9(c) of the Agreement.“Product Development Expense” means, for any period, the capitalized cash investment on product development for such period.“Professional Fee Line Items” has the meaning specified therefor in Section 6.15 of the Agreement.“Projected Information” means (i) the projected weekly operating cash receipts for each week, (ii) the projected weekly disbursements for eachweek (iii) the projected net weekly cash flow for each week, (iv) the projected weekly net sales for each week, (v) the projected Availability for each week,(v) the projected aggregate principal amount of Obligations outstanding for each week and (vi) such other information that Agent may request.“Projections” means Parent’s forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basisconsistent with Parent’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions. Schedule 1.1 – Page 35“Pro Rata Share” means, as of any date of determination:(a) with respect to a Lender’s obligation to make all or a portion of the Revolving Loans, with respect to such Lender’s right to receive payments ofinterest, fees, and principal with respect to the Revolving Loans, and with respect to all other computations and other matters related to the RevolverCommitments or the Revolving Loans, the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender by (ii) the aggregate RevolvingLoan Exposure of all Lenders,(b) with respect to a Lender’s obligation to participate in the Letters of Credit, with respect to such Lender’s obligation to reimburse IssuingLender, and with respect to such Lender’s right to receive payments of Letter of Credit fees, and with respect to all other computations and other matters relatedto the Letters of Credit, the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender by (ii) the aggregate Revolving Loan Exposure ofall Lenders; provided, that if all of the Revolving Loans have been repaid in full and all Revolver Commitments have been terminated, but Letters of Creditremain outstanding, Pro Rata Share under this clause shall be determined as if the Revolver Commitments had not been terminated and based upon theRevolver Commitments as they existed immediately prior to their termination, and(c) [intentionally omitted](d) with respect to all other matters and for all other matters as to a particular Lender (including the indemnification obligations arising underSection 15.7 of the Agreement), the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender by (ii) the aggregate Revolving LoanExposure of all Lenders, in any such case as the applicable percentage may be adjusted by assignments permitted pursuant to Section 13.1; provided, that ifall of the Loans have been repaid in full, all Letters of Credit have been made the subject of Letter of Credit Collateralization, and all Commitments have beenterminated, Pro Rata Share under this clause shall be determined as if the Revolving Loan Exposures had not been repaid, collateralized, or terminated andshall be based upon the Revolving Loan Exposures as they existed immediately prior to their repayment, collateralization, or termination.“Protective Advances” has the meaning specified therefor in Section 2.3(d)(i) of the Agreement.“Public Lender” has the meaning specified therefor in Section 17.9(c) of the Agreement.“Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Parent and its Subsidiariesthat is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of aControl Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States.“Qualified Equity Interest” means and refers to any Equity Interests issued by Parent (and not by one or more of its Subsidiaries) that is not aDisqualified Equity Interest. Schedule 1.1 – Page 36“Rate Hedging Obligations” means any and all obligations of the Borrowers and their Subsidiaries under (a) any and all agreements, devices orarrangements designed to protect any Borrowers or any of their Subsidiaries from the fluctuations of interest rates, including interest rate exchange agreements,interest rate cap or collar protection agreements, and interest rate options, puts and warrants, and (b) any and all cancellations, buy backs, reversals,terminations or assignments of any of the foregoing.“Reading Business” means the literacy and intervention division of the Accelerated Learning Business.“Real Property” means any estates or interests in real property now owned or hereafter acquired by Parent or its Subsidiaries and theimprovements thereto.“Real Property Collateral” means the Real Property identified on Schedule R-1 to the Agreement and any Real Property hereafter acquired by Parentor its Subsidiaries.“Receivable Reserves” means, as of any date of determination, those reserves that Co-Collateral Agents deem necessary or appropriate, in theirPermitted Discretion and subject to Section 2.1(c), to establish and maintain (including reserves for rebates, discounts, warranty claims, and returns) withrespect to the Eligible Accounts or the Maximum Revolver Amount.“Reconcilable Inclusion” means, with respect to the Accelerated Learning Business and the Planner Business, any inclusion within the AcceleratedLearning Business or the Planner Business, respectively, of contracts, rights or other assets that (x) prior to such inclusion, were included in a differentBusiness Segment, or (y) in the case of contracts, rights or other assets not previously included in a different Business Segment, are not consistent with thethen-existing other contracts, rights and other assets of the Accelerated Learning Business or the Planner Business, respectively.“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable inperceivable form.“Refinancing Indebtedness” means refinancings, renewals, or extensions of Indebtedness so long as:(a) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, orextended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfundedcommitments with respect thereto,(b) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the refinancing,renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or couldreasonably be expected to be materially adverse to the interests of the Lenders, Schedule 1.1 – Page 37(c) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms andconditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender Group as thosethat were applicable to the refinanced, renewed, or extended Indebtedness, and(d) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other thanthose Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended.“Register” has the meaning set forth in Section 13.1(h) of the Agreement.“Registered Loan” has the meaning set forth in Section 13.1(h) of the Agreement.“Reimbursement Undertaking” has the meaning specified therefor in Section 2.11(a) of the Agreement.“Reinstated Existing Secured Obligations” means any Existing Secured Obligations constituting Avoided Payments, to the extent such obligationshave been reinstated, in each case, pursuant to, and subject to the requirements and terms of the Bankruptcy Court.“Related Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans andsimilar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity oran Affiliate of an entity that administers, advises or manages a Lender.“Remedial Action” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way addressHazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do notmigrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or theenvironment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions withrespect to Hazardous Materials required by Environmental Laws.“Replacement Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement.“Report” has the meaning specified therefor in Section 15.16 of the Agreement.“Required Lenders” means, at any time, Lenders having or holding more than 50% of the sum of the aggregate Revolving Loan Exposure of allLenders; provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders, and (ii) atany time there are 2 or more Lenders, “Required Lenders” must include at least 2 Lenders (who are not Affiliates of one another). Schedule 1.1 – Page 38“Required Prepayment Date” means the earlier of (i) the date of a closing of a sale of all or substantially all of the Loan Parties’ assets pursuant toSection 363 of the Bankruptcy Code or (ii) the effective date of a plan in any of the Bankruptcy Cases.“Reserves” means, as of any date of determination, those reserves (other than the Availability Reserve, Receivable Reserves, Bank ProductReserves, and Inventory Reserves) that Co-Collateral Agents deem necessary or appropriate, in their Permitted Discretion and subject to Section 2.1(c), toestablish and maintain (including reserves with respect to (a) sums that Parent or its Subsidiaries are required to pay under any Section of the Agreement orany other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under suchleases) and has failed to pay, and (b) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of theCollateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Co-Collateral Agents likely would be pari passu with or have apriority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers,or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral) with respect tothe Borrowing Base or the Maximum Revolver Amount.“Restricted Payment” means to (a) declare or pay any dividend or make any other payment or distribution, directly or indirectly, on account ofEquity Interests issued by Parent (including any payment in connection with any merger or consolidation involving Parent) or to the direct or indirect holdersof Equity Interests issued by Parent in their capacity as such (other than dividends or distributions payable in Qualified Equity Interests issued by Parent, or(b) purchase, redeem, make any sinking fund or similar payment, or otherwise acquire or retire for value (including in connection with any merger orconsolidation involving Parent) any Equity Interests issued by Parent, (c) make any payment to retire, or to obtain the surrender of, any outstanding warrants,options, or other rights to acquire Equity Interests of Parent now or hereafter outstanding, and (d) make, or cause or suffer to permit any of Parent’sSubsidiaries to make, any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (includingin-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness.“Revolver Commitment” means, with respect to each Revolving Lender, its Revolver Commitment, and, with respect to all Revolving Lenders,their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Revolving Lender’s name under the applicable heading onSchedule C-1 to the Agreement or in the Assignment and Acceptance pursuant to which such Revolving Lender became a Revolving Lender under theAgreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1of the Agreement.“Revolver Usage” means, as of any date of determination, the sum of (a) the amount of outstanding Revolving Loans (inclusive of Swing Loansand Extraordinary Advances), plus (b) the amount of the Letter of Credit Usage. Schedule 1.1 – Page 39“Revolving Lender” means a Lender that has a Revolver Commitment or that has an outstanding Revolving Loan.“Revolving Loan Exposure” means, with respect to any Revolving Lender, as of any date of determination (a) prior to the termination of theRevolver Commitments, the amount of such Lender’s Revolver Commitment, and (b) after the termination of the Revolver Commitments, the aggregateoutstanding principal amount of the Revolving Loans of such Lender.“Revolving Loans” has the meaning specified therefor in Section 2.1(a) of the Agreement.“Rolling Two Week Test Period” has the meaning set forth in Section 6.15 of this Agreement.“Sale Motion” has the meaning set forth in the Asset Purchase Agreement.“Sale Order” has the meaning set forth in the Asset Purchase Agreement.“Sale/Leaseback Liabilities” means any amount or liability in respect of sale/leaseback or analogous transactions that is or is required underGAAP to be shown on the consolidated balance sheet of the Borrowers and their consolidated Subsidiaries.“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directlyor indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to acountry sanctions program administered and enforced by OFAC.“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC.“S&P” has the meaning specified therefor in the definition of Cash Equivalents.“SEC” means the United States Securities and Exchange Commission and any successor thereto.“Securities Account” means a securities account (as that term is defined in the Code).“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.“Settlement” has the meaning specified therefor in Section 2.3(e)(i) of the Agreement.“Settlement Date” has the meaning specified therefor in Section 2.3(e)(i) of the Agreement. Schedule 1.1 – Page 40“Single Test Week” has the meaning set forth in Section 6.15 of this Agreement.“Slow Moving Cap” means, initially, $5,000,000 as of the Closing Date and shall reduce as of the last day of each month thereafter by $138,889.“Solvent” means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Person’s debts (includingcontingent liabilities) is less than all of such Person’s assets, (b) such Person is not engaged or about to engage in a business or transaction for which theremaining assets of such Person are unreasonably small in relation to the business or transaction or for which the property remaining with such Person is anunreasonably small capital, and (c) such Person has not incurred and does not intend to incur, or reasonably believe that it will incur, debts beyond its abilityto pay such debts as they become due (whether at maturity or otherwise), and (d) such Person is “solvent” or not “insolvent”, as applicable within the meaninggiven those terms and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of anycontingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amountthat can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual underStatement of Financial Accounting Standard No. 5).“Split Lien Agent” means the “Term Loan Agent” as defined in the Split Lien Intercreditor Agreement.“Split Lien Credit Agreement” means that certain Credit Agreement dated as of the date hereof among Borrowers, Select Agendas, Corp., SplitLien Agent and the lenders from time to time party thereto, as amended from time to time to the extent permitted under the Split Lien Intercreditor Agreement.“Split Lien Documents” means the “Term Loan Documents” as defined in the Split Lien Intercreditor Agreement (as in effect on the date hereof).“Split Lien Indebtedness” means the Indebtedness under the Split Lien Credit Agreement and the Prepetition Term Loan Documents (as defined inthe Split Lien Credit Agreement as in effect on the date hereof).“Split Lien Intercreditor Agreement” means that certain Intercreditor Agreement dated as of the date hereof between Agent and Split Lien Agent andacknowledged by the Loan Parties, as amended or modified from time to time.“Split Lien Priority Collateral” means the “Term Loan Priority Collateral” as defined in the Split Lien Intercreditor Agreement.“Split Lien Termination Date” means the date of the termination of all commitments to lend under the Split Lien Credit Agreement during theexistence of a “Termination Date” as defined in the Split Lien Credit Agreement. Schedule 1.1 – Page 41“Subordinated Indebtedness” means any unsecured Indebtedness of Parent or its Subsidiaries incurred from time to time that is subordinated inright of payment to the Obligations and that (a) is only guaranteed by the Guarantors, (b) is not subject to scheduled amortization, redemption, sinking fundor similar payment and does not have a final maturity, in each case, on or before the date that is six months after the Maturity Date, (c) does not include anyfinancial covenants or any covenant or agreement that is more restrictive or onerous on any Loan Party in any material respect than any comparable covenantin the Agreement, and (iv) contains customary subordination (including customary payment blocks during a payment default under any “senior debt”designated thereunder) and turnover provisions and shall be limited to cross-payment default and cross-acceleration to other “senior debt” designatedthereunder.“Subsidiary” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectlyowns or controls the Equity Interests having ordinary voting power to elect a majority of the Board of Directors of such corporation, partnership, limitedliability company, or other entity.“Swing Lender” means WFCF or any other Lender that, at the request of Administrative Borrower and with the consent of Agent agrees, in suchLender’s sole discretion, to become the Swing Lender under Section 2.3(b) of the Agreement.“Swing Loan” has the meaning specified therefor in Section 2.3(b) of the Agreement.“Swing Loan Exposure” means, as of any date of determination with respect to any Lender, such Lender’s Pro Rata Share of the Swing Loans onsuch date.“Taxes” means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by anyjurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto.“Tax Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement.“Test Period” means the Single Test Week and the Rolling Two Week Test Period.“Title Document Agent” means UPS Supply Chain Solutions, Inc. and any other Person selected by Borrower Representative after written noticeby Borrower Representative to Agent who is reasonably acceptable to Agent to receive and retain possession of negotiable documents (as defined in Section 7-104 of the UCC) issued for any Inventory or other property of Borrowers in accordance with a Title Document Agency Agreement, such receipt and retentionof possession being for the purpose of more fully perfecting and preserving Agent’s security interests in such negotiable documents and the propertyrepresented thereby. For avoidance of doubt, no Person shall be a Title Document Agent unless such Person has executed and delivered a Title DocumentAgency Agreement. Schedule 1.1 – Page 42“Title Document Agency Agreement” means an agreement among a Borrower, a Title Document Agent, and Agent, in form and substanceacceptable to Agent.“Trademark Security Agreement” has the meaning specified therefor in the Guaranty and Security Agreement.“UCP 600” means the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the InternationalChamber of Commerce and in effect as of July 1, 2007 (or such later version thereof as may be in effect at the time of issuance).“Underlying Issuer” means Wells Fargo or one of its Affiliates.“Underlying Letter of Credit” means a Letter of Credit that has been issued by an Underlying Issuer.“United States” means the United States of America.“Unused Line Fee” has the meaning specified therefor in Section 2.10(b) of the Agreement.“Variance Report” means a weekly variance report to be provided by Borrowers to Agent within three Business Days after the end of each fiscalweek reflecting actual cash receipts and disbursements for (i) the prior fiscal week, (ii) the period from the beginning of the fiscal month which includes suchfiscal week to the end of such fiscal week, (iii) the applicable Test Period of the Administrative Borrower, and (iv) the period from the beginning of the fiscalweek ending February 2, 2013 to the end of such Test Period, in each case, reflecting the amount variance and, in the case of clause (iii), percentage varianceof actual receipts and disbursements (on a line item basis) from those receipts and disbursements reflected in the most recently delivered thirteen-week cashflow forecast in the Budget for the corresponding periods (or, in the case of clause (iv) and with respect to past periods that are not covered in the most recentlydelivered thirteen-week cash flow forecast in the Budget, the latest thirteen-week cash flow forecast in the Budget that covers any such past period), anexplanation of the reason for any such variance and compliance or non-compliance with the requirements set forth in Section 6.15.“Voidable Transfer” has the meaning specified therefor in Section 17.8 of the Agreement.“Week 1” has the meaning set forth in Section 6.15.“Week 2” has the meaning set forth in Section 6.15.“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association.“WFCF” means Wells Fargo Capital Finance, LLC, a Delaware limited liability company. Schedule 1.1 – Page 43SCHEDULE 1COMMERCIAL TORT CLAIMSSchedule A-1 – Agent’s AccountWells Fargo Bank, N.A.San Francisco, CAABA Number:121-000-248Account Name: Wells Fargo Capital Finance, LLCReference – School Specialty Inc.Schedule A-2 – Authorized PersonsMichael P. Lavelle, President and Chief Executive OfficerDavid N. Vander Ploeg Executive President, Chief Financial Officer & TreasurerKevin L. Baehler, Senior Vice President and Corporate ControllerMichael T. Kabat, Director of Corporate FinanceRita A. Birr, Treasury Assistant -2-Schedule C-1 – Commitments Lender Revolver Commitment Total Commitment Wells Fargo Capital Finance, LLC $65,625,000 $65,625,000 Bank of Montreal $24,062,500 $24,062,500 General Electric Capital Corporation $65,625,000 $65,625,000 CIT Finance LLC $19,687,500 $19,687,500 ALL LENDERS $175,000,000 $175,000,000 -3-Schedule D-1 – Designated AccountJPMorgan Chase Bank, N.A.Account Name: School Specialty, Inc.ABA for Wire: 021000021ABA for ACH: 075000019 -4-Schedule E-1 – Eligible Inventory Locations3825 S Willow Avenue, Fresno, CA 93722W6316 Design Drive, Greenville, WI 549421156 Four Star Drive, Mount Joy, PA 17552100 Paragon Parkway, Mansfield, OH 4490380 Northwest Boulevard, Nashua, NH 030633525 South Ninth Street, Salina, KS 674013031 Industry Drive, Lancaster, PA 176031145 Arroyo Ave, San Fernando, CA1845 N. Airport, Fremont, NE 680262000 Kentucky St., Bellingham, WA 982262007 - 2019 Iowa Street, Bellingham, WA 98226400 Sequoia Drive, Suite 200, Bellingham, WA 98226625 Mount Auburn St., Cambridge, MA438 Camino Del Rio South, San Diego, CA 92108Inventory held by Processors and Agents222 Tappan Drive, Mansfield, OH 449061000 Stricker Road, Mount Joy, PA 1755260 Grumbacher Road, York, PA 17406Archway NM, 1600 First Street NW, Albuquerque, NM 87102Archway Southwest, 600 Freeport Parkway, Coppell, TX 75019Educators Book Depository of AR, 6700 Sloane Drive, Little Rock, AR 72206Florida School Book Depository, 1125 North Ellis Road, Jacksonville, FL 32254Mountain State Schoolbook Depository, PO Box 160250, Clearfield, UT 84016Northwest Textbook Depository, PO Box 5608, Portland, OR 97228Archway Oklahoma, 5600 SW 36 Street, Oklahoma City, OK 73179Professional Book Distributors, 3280 Summit Ridge, Duluth, GA 30096 -5-thRL Bryan Company, 301 Greystone Boulevard, Columbia, SC 29210School Book Supply Co of LA, 9380 Ashland Road, Gonzales, LATennessee Book Company, 1550 Heil Quaker Boulevard, LaVergne, TN 37086The James & Law Company, 217 West Main Street, Clarksburg, WV 26302Smart Warehousing, 9850 Industrial Boulevard, Lexena, KS 66215Farmington Public Schools, 32789 West Ten Mile Road, Farmington, MI 48336Royal Seating Corporation, 1110 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation, 1201 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation, V-Building, 600 South Rusk, Cameron, TX 76520Royal Seating Corporation, W-Building, 409 South Karnes, Cameron, TX 76520Royal Seating Corporation, X-Building, 1050 Dossett Street, Cameron, TX 76520Royal Seating Corporation, Y-Building, 659 South Bowie Ave., Cameron, TX 76520Royal Seating Corporation, Z-Building, 620 South Bowie Ave., Cameron, TX 76520Cargo Zone LLC 6200 North 16th Street, Omaha, NE 68110TAYLOR TEXAS FACILITY:1103 NW Carlos Parker Blvd.Taylor, TX 76574Property Owner:Taylor CPB Property LLC3500 W 75th St, Suite 200Prairie Creek, KS 66208Lessor:Pan Pacific Sourcing, LLC481 Great Plain Ave.Needham, MA 02492-3728 -6-Print Partner locationsPremier Print Partner PlantsCDS2661 S. Pacific Hwy.Medford, OR 97501AndDock #32603 S. Pacific HwyMedford, OR 97501Heuss Printing, Inc.903 North 2nd StreetAmes, IA 50010LewisColor30 Joe Kennedy BlvdStatesboro, GA 30458Pioneer GraphicsPO Box 2516Waterloo, IA 50704316 W.5th StreetWaterloo, IA 50701Premier Impressions194 Woolverton Rd.Grimsby ON L3M 4E7CanadaPremier PrintingOne Beghin AveWinnipeg, MB R2J 3X5PrintComm2929 Davison Rd.Flint, MI 48506Printing Enterprises1411 First Avenue NWNew Brighton, MN 55112Sentinel Printing250 North Highway 10St. Cloud, MN 56304Spangler Graphics2930 and 2950 South 44th StreetKansas City, KS 66106 -7-Walsworth Publishing Co306 North Kansas AvenueMarceline, MO 64658 -8-Schedule P-1 – Permitted InvestmentsSchool Specialty, Inc. owns 3500 units representing 35% of the equity ownership interest in Carson-Dellosa Publishing, LLC. -9-Schedule P-2 – Permitted Liens DEBTOR NAME FILE NUMBER DATE FILED SECURED PARTY COLLATERALPremier Agendas, Inc.2000 Kentucky StreetBellingham WA 98226 2009-091-5951WashingtonDepartment ofLicensing 4/1/2009 Fujifilm GraphicSystems USA, Inc.350 Central AVEHanover Park, IL60133 All debtor’s right, title now owned orhereafter acquired in lithographicplates, film, prepressed proofingmaterials and miscellaneouslithographic supplies provided byEnovation Graphic Systems Inc. orcredited from Enovation GraphicSystems, Inc. regardless of the deliverbut does not constitute any securityinterest in any of the assets of thecompany listed on this filing.School Specialty, Inc. 120007074826Wisconsin Departmentof Financial Institutions 5/24/2012 NMHG FinancialServices, Inc. All of the equipment now or hereafterleased by Lessor to Lessee; and allaccessions, additions, replacements,andsubstitutions thereto and therefore; andall proceeds including insuranceproceeds thereof.School Specialty, Inc. 120004986734Wisconsin Departmentof Financial Institutions 4/13/2012 IKON FinancialSVCS All equipment now or hereafter leasedin an equipment leasing transaction inconnection with that certain MasterAgreement No. see below, ProductSchedule No./Agreement No. see below(“Lease”), as amended from time totime, between IOS Capital, LLC aslessor, and the above referencedLessee/Debtor,including, without limit, the equipmentlisted below, and all additions,improvements, attachments,accessories,accessions, upgrades and replacementsrelated thereto, and any and allsubstitutions or exchanges, and anyand allproducts, insurance and/or otherproceeds (cash and non-cash) therefrom: The equipment location is asidentified inthe Lease. This IS intended to be a truelease transaction. Neither the executionnor filing of this financing statementshall in any manner imply that therelationship between the parties to -10- which this document applies IS otherthan lessor and lessee, respectively.This financing statement is filed solelyto protect the interests of the parties Inthe event ofunwarranted assertions by any thirdparty. This statement is filed inconnection with a lease transaction andis filed forprecautionary purposes only. ProductSchedule No./Agreement No.2907845, Master Agreement/Lease No.CUSTOMER: 1418270 RIPROC901CI0071478Liens on funds in Business Money Market Account No. in the name of School Specialty, Inc., maintained at Comerica Bank (the “ComericaAccount”) and all identifiable proceeds of the Comerica Account, which total $1,458,537.10 as of the Petition Date, plus post-petition interest accruing on theComerica Account, which funds secure the reimbursement obligations of School Specialty, Inc. to Comerica Bank under the Letter of Credit Applications andReimbursement Agreements, or otherwise, for any draws under Comerica Bank letter of credit no. 5183 in the amount of $700,000, issued for the benefit ofDEI CSEP or Comerica Bank letter of credit no. 5184 in the amount of $755,000, issued for the benefit of Travelers Insurance Company. -11-Schedule R-1 – Real Property Collateral3525 South Ninth Street, Salina, KS 67401More particularly described as follows:A tract of land situated in the Southwest Quarter (SW/4) of Section One (1), Township Fifteen (15) South, Range Three (3) West of the 6 P.M., in SalineCounty, Kansas, which is more particularly described as follows:Starting from the Southwest corner of said Southwest Quarter (SW/4) a distance of one thousand three hundred fifty-nine and ninety-eight hundredths(1359.98’) feet; thence South 89 degrees 40’52” East parallel with the South line of said Southwest Quarter (SW/4) a distance of one hundred sixty-four andfifty-seven hundredths (164.57’) feet to the point of beginning; said point of beginning being a point on the North line of an existing public right-of-way,eighty and thirty-seven hundredths (80.37’) feet East of its intersection with the East right-of-way line a distance of five hundred (500) feet; thence South 89degrees 40’ 52” East parallel with the South line of said Southwest Quarter (SW/4) a distance of eight hundred fifty and fifty-six hundredths (850.56’) feet;thence South 00 degrees 03’ 57” West parallel with the West line of the Union Pacific Railroad right-of-way a distance of four hundred ninety-seven andseventy-seven hundredths (497.77’) feet; thence North 89 degrees 40’ 52” West parallel with the South line of said Southwest Quarter (SW/4) a distance ofnine hundred (900’) feet to the point of beginning, except that part taken for roads, highways and right-of-ways. -12-thSchedule 2.11 – Letters of Credit LC# Bank Beneficiary 01/28/2013 IS0017464U Wells Fargo Capitol Indemnity Corporation $72,000.00 IS0017461U Wells Fargo Travelers Casualty $755,000.00 IS0017457U Wells Fargo Sentry Insurance $900,000.00 $1,727,000.00 -13-Schedule 3.6(b) – Leasehold MortgagesAgawam Sublet Distribution Center Address:101 Algrem Drive Agawam, MA 01001Fresno Distribution Center Address:3825 S Willow Avenue Fresno, CA 93722Greenville Distribution Center & Corporate Offices Address:W6316 Design Drive Greenville, WI 54942Mount Joy Distribution Center Address:1156 Four Star Drive Mount Joy, PA 17552Mansfield Distribution Center Address:100 Paragon Parkway Mansfield, OH 44903Nashua Distribution Center Address:80 Northwest Boulevard Nashua, NH 03063Premier Agendas, Inc. Printing Plant Address:2000 Kentucky St. Bellingham, WAPremier Agendas, Inc. Printing Plant Address:1845 N. Airport Fremont, NE -14-Schedule 4.1(b) – Capitalization of ParentAuthorized Equity Interest of Parent: Authorized Outstanding Class Shares Shares as of Closing Date Common 150,000,000 19,178,949 Preferred 1,000,000 0 Parent is subject the terms of the 3.75% Convertible Subordinated Notes due 2026, issued pursuant to the Indenture, dated as of March 1, 2011, betweenParent and The Bank of New York Mellon Trust Company, N.A. Stock Option Plans Shares Outstanding School Specialty, Inc. 1998 Stock Incentive Plan 184,200 School Specialty, Inc. 2002 Stock Incentive Plan 929,870* School Specialty, Inc. 2008 Equity Incentive Plan 1,427,675** Inducement Stock Option Grants 330,000 *2002 Plan: 778,725 Stock options; 151,145 Non-vested restricted stock units**2008 Plan: 1,264,675 Stock options; 163,000 Non-vested restricted stock units -15-Schedule 4.1(c) – Capitalization of Parent’s Subsidiaries Entity Authorized Shares Outstanding Shares ClassroomDirect.com, LLC N/A 1 member share Childcraft Education Corp. 3,000,000 1,000 Bird-in-Hand Woodworks, Inc. 2,500 5 Frey Scientific, Inc. 3,000 100 Sportime, LLC N/A 100% Sax Arts & Crafts, Inc. 100 100 Premier Agendas, Inc. 1,000,000 11,200 Select Agendas, Corp 100,000 1000 Califone International, Inc. 1,000 100 Delta Education, LLC N/A 100 Premier School Agendas, Ltd. Unlimited 100 The outstanding shares or membership interests of all entities are 100% owned by School Specialty, Inc., with the exception of Bird-in-Hand Woodworks,Inc., which is 100% owned by Childcraft Education Corp. -16-Schedule 4.6(b) – LitigationJames Keller, James Hoff and Larry Ward vs. School Specialty, Inc. – This matter deals with a claim from for sales representatives regarding theclassification of items and the marginal commission rates based upon that classification. School Specialty, Inc. anticipates its likely exposure will not exceed$200,000. This claim is not covered by insurance. As of the closing this case is currently in the discovery stage with ongoing deposition.Wilbert Scott Herman vs. School Specialty Inc., Case Number 37-2008-00092226-OU-PL-CTL, filed September 22, 2008 in the Superior Court ofCalifornia, County of San Diego. Mr. Herman was a school teacher in California and was struck in the head by falling flagpole which was sold by the Parentbut not designed or manufactured by the Parent. This is an insured product liability claim and the Parent’s deductible for products liability is $50,000.Jenna Baker (d.o.b. 10/5/2006; date of accident 06/09/2009; date of reported claim 05/26/2011) claim against Childcraft Education Corp. (a wholly ownedsubsidiary of School Specialty, Inc.) due to injury suffered by Ms. Baker while at C J’s County Kids Childcare Center LLC with a product allegedly sold byChildcraft. Gallagher Bassett Services through its Subsequent Detailed Status Report dated 01/23/2013, has set the liability reserve on this claim for SchoolSpecialty to be $200,000.School Specialty, Inc. ("SSI") v. RR Donnelley & Sons Company ("RRD"), U.S. Dist. Ct. E.D. Wis., Case No.1:12-CV-01034. SSI sued RRD for damagesin excess of $1 million resulting from a deficient printing job. The claim for direct damages in this matter is approximately $1 million. RRD counterclaimedagainst SSI for fraud in the inducement and breach of contract, claiming SSI concealed known problems with the inks RRD used for the printing job, andSSI breached its contract with RRD by cancelling purchase orders for additional work. RRD seeks damages in excess of $500,000. Litigation counsel believesthat this suit will yield a net payment to SSI.Redcay Industrial Development, III, LLC ("Redcay") v. School Specialty, Inc., U.S. Dist. Ct. E.D. PA, Case No. 12-CV-7074. Redcay leased a warehouse inMt. Joy, Pennsylvania to SSI for 20 years, ending on January 1, 2025. Pursuant to the terms of the lease, if SSI's credit rating adversely changes during theterm of the lease, and that change impairs Redcay's ability to obtain financing or increases the costs of financing, SSI's rent increases by the resulting costsand expenses incurred by Redcay. Redcay claims that SSI's credit rating went down, and Redcay was unable to refinance the property at a substantially lowerinterest rate. Redcay seeks a declaratory judgment that SSI owes more rent under the lease or, in the alternative, Redcay seeks damages for breach of contractfor over $100,000 of additional rent annually. -17-Serenity McArthur v. Sportime, LLC, et al., Cal. Sup. Ct., Eldorado County, Case No. PC20120634. Ms. McArthur, a minor, claims that while she was atthe Boys and Girls Club of Eldorado County Western Slope (the "Boys and Girls Club"), a resistance band manufactured and sold by Sportime wrappedaround her neck, causing her to fall and injure herself. She also has named as defendants Black Oak Mine Unified School District and the Boys and GirlsClub. She seeks compensatory and punitive damages against Sportime, based on theories of strict products liability and failure to warn.Innovatio IP Ventures, LLC – claims to own some 20 patents in the field of wireless networking technology. Innovatio has notified School Specialty thatInnovatio believes School Specialty requires a license under Innovatio’s patents in order to permit users and visitors at any School Specialty location to usewireless technology to exchange information, including access to the Internet. To date, the company is still gathering information to respond substantively, andhas discussed the matter with Innovatio’s counsel to a limited extent. Regarding the Innovatio IP Ventures, LLC claim, which is not at the litigation stage, weestimate the exposure to be less than $250,000. We believe that we have a significant chance of prevailing in the event that this is litigated. These claims are notcovered by insurance.Landmark Technology, LLC – claims to own U.S. Patent Nos. 5,576,951, 6,289,319 and 7,010,508 relating to transaction processes and features used inmany electronic commerce systems including structures which exchange business data among trading partners. Landmark has notified School Specialty thatLandmark believes School Specialty requires a license under these patents. To date, the company is still gathering information to respond substantively, andhas discussed the matter with Landmark’s counsel to a limited extent. Regarding the Landmark Technology, LLC claim, which is not at the litigation stage,we estimate the exposure to be less than $200,000. We believe that we have a significant chance of prevailing in the event that this is litigated. These claims arenot covered by insurance.JFJ Toys d/b/a D&L Company and D&L’s owner, Fred Ramirez – claims to own trademark registrations for STOMP and STOMP ROCKET for use withtoy air rockets. D&L has claimed that School Specialty’s (Sportime’s) sale of the STOMP-N-LAUNCH BALL LAUNCHER is a trademark infringement.Sportime has removed the product from its web sites and catalogs, and has changed the name of its product to STEP-N-LAUNCH BALL LAUNCHER, butthere is still some older product in the pipelines. The company expects the matter to be resolved soon without payment of money to D&L.S&S Worldwide, Inc. – claims to own a trademark registration for GATOR SKIN for use in connection with certain children’s play ball products. S&S hasclaimed that School Specialty’s use, in connection with its TechnoSkin ball products, of “Compare our quality and our prices with Gatorskin and all other‘cheap’ balls. We know ours is the best value and higher quality.” is pejorative and deceptively false. The referenced phrase appears in School Specialty’scatalogs only, and not on its web site. School Specialty plans to remove the referenced phrase from future catalogs. The company expects the matter to beresolved soon without payment of money to S&S. -18-The Hubbard Company – claims to own a trademark registration for WARD and design, for use in connection with lesson plans, class records andassignment and attendance notebooks, and is a former supplier of these products to School Specialty. Hubbard claims that some of School Specialty’s websites, including Hammond & Stephens, Learning Outlet, Classroom Direct and School Specialty Canada, are using images and item numbers of Hubbardproducts, but shipping products from other companies, and claims that such activities are acts of trademark infringement and unfair competition. SchoolSpecialty has changed the images of the products shown in its Education Essentials catalog and on its web site, and has changed the item numbers used, andhas informed Hubbard of these changes. The company expects the matter to be resolved soon without payment of money to Hubbard.Barry Traub – is a former employee of the Sportime unit. Mr. Traub has claimed that, after Mr. Traub’s separation from Sportime, Sportime adopted some ofhis product ideas, and has not complied with its termination agreement with him regarding payment for those ideas. The matter is not yet at the litigation stage,and the company believes the matter will be resolved with a payment, if any, of less than $30,000.Carson-Dellosa Publishing, LLC (“CD”) a limited liability company of which School Specialty, Inc. (“SSI”) owns a 35% equity interest has through theircounsel of Schell Bray PLLC noticed SSI in a letter dated January 3, 2012 that CD alleges that SSI “may have breached and may be contemplating furtherbreaches of the noncompetition provisions set forth in Section 14.4. of the Operating Agreement (the “Noncompetition Provisions”). We are not attempting todescribe comprehensively the depth and breadth of the Noncompetition Provisions in this letter. We do, however, wish to express concern about certainactivities of SSI that may violate the Noncompetition Provisions.” No formal action has been taken at this time and SSI disputes this allegation. -19-Schedule 4.11 Environmental ComplianceConsent Agreement and Final Order issued to Califone International Inc. by the United States Environmental Protection Agency requiring listing ofantimicrobial agents in the production of headphones. Docket No. FIFRA-09-2010-0002 a copy of which has been provided to the Administrative Agent. -20-Schedule 4.14 – Permitted Indebtedness3.75% Convertible Subordinated Notes in the amount of $157,500,000 original face value due 2026, issued pursuant to the Indenture, dated as of March 1,2011, between Parent and The Bank of New York Mellon Trust Company, N.A. The principal amount of these Notes including accretive principal as ofJanuary 28, 2013 is $169,768,391.00.Indebtedness of $12,020,528 remaining principal owed by Parent as lessee under the following Capital Leases as of December 31, 2012: 1)Lease, dated as of November 3, 2000, between SSI Mansfield, L.L.C. and School Specialty, Inc. 2)Lease, dated as of November 3, 2000, between Agawam SSI, L.L.C. and School Specialty, Inc.Letters of Credit as follows: LC# Bank Beneficiary Closing Date 03078027 Bank of America EOS Acquisition I, LLC $18,472.33 627484 JPMorgan Employers Insurance $250,000.00 IS0017464U Wells Fargo Capitol Indemnity Corporation $72,000.00 5183 Comerica DEI CSEP Inc. $700,000.00 5184* Comerica Travelers Casualty $755,000.00 IS0017461U* Wells Fargo Travelers Casualty $755,000.00 IS0017457U Wells Fargo Sentry Insurance $900,000.00 $3,450,472.33 *The $755,000.00 letter of credit will be outstanding in duplicates for period not to exceed 30 days. This newly issued letter of credit has been required byTravelers Casualty. -21-Indebtedness of any Loan Party or Premier School Agendas, Ltd. to any other Loan Party or Premier School Agendas, Ltd., the balances are as ofDecember 31, 2012 are as follows:Intercompany balances as of 12/31/12 Due from Entity SSI PAI Select Delta Due to Entity: Classroom Direct 67,210,127 Sportime 79,204,718 Bird in Hand 7,082,596 Childcraft 57,802,393 Delta Education LLC 143,211,633 Califone 33,156,965 PSA 11,300,763 9,923,557 746,291 1,036 PAI 220,349,294 In addition, PSA has a note receivable from SSI in the amount of $4,500,000 CAD. The company’s intention is to not have this note repaid. Thus, it isaccounted for as equity.Surety Bonds as follows:Bid Bonds as of 1/15/13 Principal Name Obligee Bid Amount Project Description Bid Date Premier Agendas, Inc. Birmingham City Schools $28,490.00 Bid No. 2012-029 Custom Planners 12/12/2012 School Specialty Career &Technical Education Clarkstown Central School District $168,247.00 Bid 4934 Technology Supplies 2013-2014New York/Island Cooperative 10/25/2012 School Specialty Career &Technical Education ESC of Morris County BOE $5,525.22 Rocketry Supplies 10/12/2012 School Specialty, Inc. Arlington Independent School District $300,000.00 Classroom & Cafeteria furnuture SherryStreet Elementary, Bid 13-54 1/10/2013 School Specialty, Inc. Bellefontaine City Schools $62,857.00 Bellefontaine City Schools / 6-8 Middle andK-2 Elementary Schools Loose FurnishingsBid Package 60B Specialty Items 1/8/2013 School Specialty, Inc. Berlin-Boylston Regional School District $10,000.00 Furniture Bid Package 10/24/2012 School Specialty, Inc. BUCKS COUNTY INTERMEDIATE UNIT#22 $2,200.00 13001 GENERAL OFFICE & SCHOOL BID#2012253352SS 12/6/2012 School Specialty, Inc. BUFFALO CITY SCHOOL DISTRICT $981.68 BID 12-13-065 ART SUPPLIES2012253289SS 11/27/2012 School Specialty, Inc. Buffalo Public Schools $24,718.90 BID 12-13-056 OFFICE SUPPLIES FORSERVICE CENTER STOCK 10/22/2012 School Specialty, Inc. Centennial School District $230,000.00 Furniture & Equipment Bid No 2013-06 10/29/2012 -22-SchoolSpecialty,Inc. City of Birmingham $15,900.00 Office Furniture #12-90 11/26/2012 SchoolSpecialty,Inc. City of Bridgeport $500,000.00 Fairchild Wheeler Multi Magnet High School -Furniture, Fixture & Equipment - Phase III (Bid#COB34513C) 12/19/2012 SchoolSpecialty,Inc. City of Milford $75,000.00 East Shore Middle School Additions and AlterationsPhase 2 & 3CT DOE # 084-0185 EA 1/10/2013 SchoolSpecialty,Inc. CLARKSTOWN CENTRAL SCHOOL DISTRICT $16,241.60 #4994 ELEMENTARY TEACHING AIDSSUPPLIESBID #2012252964SS 10/29/2012 SchoolSpecialty,Inc. CLARKSTOWN CENTRAL SCHOOL DISTRICT $1,640,295.26 BID 4958 NY COOPERATIVE CLASSROOMOFFICE SUPPLIES 11/30/2013 SchoolSpecialty,Inc. CLARKSTOWN CENTRAL SCHOOL DISTRICT $319,873.53 4935 PHYSICAL EDUCATION SUPPLIES BID#2012252819SS 10/24/2012 SchoolSpecialty,Inc. CLARKSTOWN CENTRAL SCHOOL DISTRICT $1,097,517.25 4964 CLASSROOM/OFFICE SUPPLIES2012253253SS 11/20/2012 SchoolSpecialty,Inc. CLARKSTOWN CENTRAL SCHOOL DISTRICT $12,763.59 4998 SPECIAL NEEDS SUPPLIES BID#2012253051SS 10/29/2012 SchoolSpecialty,Inc. CLARKSTOWN CENTRAL SCHOOL DISTRICT $1,494,007.61 #4931 FINE ART SUPPLIES 2013-2014 NEWYORK/ISLAND COOPERATIVEBID#2012252818SS 10/22/2012 SchoolSpecialty,Inc. EDUCATIONAL DATA SERVICES INC $46,020.61 BID 4940 SPECIAL NEEDS 2012252544SS 10/12/2012 SchoolSpecialty,Inc. EDUCATIONAL DATA SERVICES INC $663,083.75 BID PHYS ED SUPPLIES 4899, 2012252475SS 10/3/2012 SchoolSpecialty,Inc. EDUCATIONAL DATA SERVICES INC $2,858,776.89 BID 4898 FINE ART /201225476SS 10/3/2012 SchoolSpecialty,Inc. EDUCATIONAL DATA SERVICES, INC $76,518.63 #4949 ELEMENTARY TEACHING AIDSSUPPLIES BID #2012256060SS 10/10/2012 SchoolSpecialty,Inc. North County Educational Purchasing Consortium $50,000.00 NCEPC classroom furniture & equipment bid 11/14/2012 SchoolSpecialty,Inc. Switzerland of Ohio Local School District $336,000.00 Bid Package #15 Furniture for Powhatan, River andSkyvue Loose Furnishings 10/18/2012 SchoolSpecialty,Inc. TRI-CREEK SCHOOL CORPORATION $80,462.62 INSTRUCTIONAL SUPPLIES BID #7773356392 11/19/2012 SchoolSpecialty,Inc. W.A. Klinger, L.L.C. $100,000.00 Bishop Heelan HS Bid Package II DLR Group ProjectNo. 11-08114-00 10/16/2012 $10,215,481.14 -23-Open Bonds (12/29/12) Principal Name Obligee Contract Date Bond Description Bond Amount School Specialty, Inc. Miller Area School District 29-4 3/22/2012 Miller School District 29-4 $116,840.00 Delta Education, LLC State of South Carolina/South CarolinaDepartment of Education 6/1/2007 Instructional Materials $2,000.00 Educators PublishingCompany State of West Virginia/State Board of Education 7/1/2007 Instructional Materials Adoption Group 1 -English Language Arts K-12(Reading/Literature) $2,000.00 CPO Science, a Divisionof School Specialty State of South Carolina 6/1/2008 Instructional Materials Bond $2,000.00 Delta Education LLCd/b/a CPO Science Commonwealth of Kentucky; KentuckyDepartment of Education 7/1/2008 Textbook/Instructional Material Bids andContracts $2,000.00 Delta Education, LLC Commonwealth of Kentucky; KentuckyDepartment of Education 7/1/2008 Instructional Materials/Textbooks $2,000.00 School Specialty, Inc. US Department of Homeland Security - in theprocess of being canceled 1/15/2009 US Customs (Importer) Bond $300,000.00 Delta Education, LLC State of Tennessee 6/1/2009 State Textbook Commission - 6 yearcommitment $1,000,000.00 Delta Education LLCd/b/a CPO Science State of Tennessee 6/1/2009 State Textbook Commission - 6 yearcommitment $470,000.00 Delta Education, LLC State of Oregon; Instructional Materials Services 10/23/2009 instructional materials for use in public schools $10,000.00 CPO Science, a Divisionof School Specialty State of Oregon; Instructional Materials Services 10/23/2009 instructional materials for use in public schools $10,000.00 School Specialty, Inc. Virginia Beach City Public Schools 4/23/2010 Prepayment of FOSS and Delta replacement kits(3-year contract to 4/23/13) $760,000.00 School SpecialtyIntervention, a divisionof School Specialty, Inc. State of West Virginia 7/1/2010 Instructional Materials Bond (6 year bond) $2,000.00 CPO Science, a Divisionof School Specialty Mississippi Department of Education 7/1/2010 Textbook Bond $4,000.00 School Specialty, Inc. Findlay City Schools 1/24/2012 Findlay City Schools - Music EquipmentContract $16,810.00 School Specialty, Inc. Nevada State Contractor’s Board 2/1/2012 NV Nevada State Contractors Board LicenseBond $30,000.00 School Specialty, Inc. MIDWESTERN INTERMEDIATE UNIT 04 2/17/2012 BID 2012247623SS SCHOOL SUPPLIES $25,532.76 School Specialty, Inc. Minister of National Revenue 2/19/2012 Canadian Customs Bond- Non-resident $189,300.00 School Specialty, Inc. Hagerman, Inc. 2/21/2012 New Hamilton Southeastern JHS & HamiltonSoutheastern Special Ed Addition $541,329.00 -24-Delta Education, LLC Onondaga County 2/23/2012 Bid #7343 Provide math supplies andequipment as specified $3,650.00 School Specialty, Inc. ONONDAGA COUNTY 2/23/2012 BID 2011246709SS 7343 MATH SUPPLIESAND EQUIPMENT $5,950.00 School Specialty, Inc. BEAVER VALLEY INTERMEDIATE UNIT 3/12/2012 BID 2012247617SS GENERAL2012247619SS ART SUPPLIES $9,887.33 School Specialty, Inc. Bennett County SD 3 1 3/13/2012 PO No. 20125019KC ? Flooring Projects inElementary, Jr High and Elementary Old Gym $83,995.00 School Specialty, Inc. Columbus City Schools 3/14/2012 Clinton Elementary School FF&E BP# 602Media $17,146.00 School Specialty, Inc. Columbus City Schools 3/14/2012 Clinton Elementary School FF&E Bp# 603Miscellaenous $10,516.00 School Specialty, Inc. Cincinnati Public Schools 3/15/2012 Winton Montessori School Loose FurnishingsPhase II BP 7 $245,000.00 School Specialty, Inc. Wadsworth City Schools 3/16/2012 Isham & Valley View ES Furnishings BP211 $27,430.00 School Specialty, Inc. Wadsworth City Schools 3/16/2012 Overlook ES Furnishings BP211 $13,055.00 School Specialty, Inc. CMSWillowbrook, Inc. 3/27/2012 Norman North High Schools Remodel (Job#1128C) $171,777.00 School Specialty, Inc. CMSWillowbrook, Inc. 3/27/2012 Norman High School Remodel (Job #1128B) $150,747.00 School Specialty, Inc. Van Buren Public Schools 4/4/2012 Van Buren Public Schools Belleville HSFF&E BP2 Bid Category B School Specialties $68,376.30 School Specialty, Inc. Akron Public Schools 4/6/2012 Seiberling Community Learning CenterPackage 12D New Building Construction $54,680.00 School Specialty, Inc. Sioux Falls School District 49-5 4/10/2012 Recessed in wall folding table and benchreplacement, Hawthorne, Hayward, OscarHowe and Robert Frost Elementary Schools $90,630.00 School Specialty, Inc. Tooles Clark A Joint Venture 4/23/2012 DPS Furniture, Fuxture & Equipment BidPackage, Finney Crockett High School $744,115.98 School Specialty, Inc. TOWN OF GLASTONBURY 4/23/2012 Bid GL 2011-04 East Hartford GastonburyElementary Magnet School - Phase III BidPackage #118 FF&E Moveable Equipment $53,527.08 -25-School Specialty, Inc. LINCOLN INTERMEDIATE UNIT NO 12 4/27/2012 BID GENERAL SUPPLIES 2012248410SS $16,615.90 School Specialty, Inc. District School Board of Pasco County 4/30/2012 13-001-AJ New Furniture for Richey ES $3,059.82 School Specialty, Inc. State of Arizona Department of Revenue 5/1/2012 AZ Taxpayer Bond for Contractor $2,000.00 George Marinelli State of California 5/14/2012 CA Bond of Qualifying Individual $12,500.00 Eduardo Javier Perez State of California 5/14/2012 CA Bond of Qualifying Individual $12,500.00 SSI/CAS State of California, Registrar of Contractors 5/14/2012 CA Contractors License Bond $12,500.00 School Specialty, Inc. BOGOTA Public School District 5/15/2012 BOGOTA HS Locker Replacement Project2012-031 $92,817.00 School Specialty, Inc. San Mateo-Foster City School District 5/16/2012 Project 12-52 $438,551.00 Eduardo Javier Perez State of California 5/18/2012 CA Bond of Qualifying Individual $12,500.00 School Specialty, Inc. State of Iowa, Division of Labor 5/19/2012 contractor $25,000.00 School Specialty, Inc. BRCO Constructors, Inc. 6/6/2012 Olivehurst Elementary School New ClassroomBuilding (#096500 Resilient Flooring; 096513Resilient Base and Accessories; 096816 SheetCarpeting) $33,200.00 School Specialty, Inc. State of Nevada 6/29/2012 contractor $30,000.00 School Specialty, Inc. Eastern Suffolk BOCES 7/1/2012 Catalog Purchase for Furniture, Seating,Risers, Lockers and School Related Items $10,000.00 School Specialty Inc. State of Oregon 7/1/2012 OR State of Oregon Construction ContractorsBd Commercial Bond $75,000.00 Delta Education, LLC State of Indiana 7/1/2012 School Book Contract Bond $5,000.00 Delta Education LLCd/b/a CPO Science State of Indiana 7/1/2012 School Book Contract Bond $5,000.00 School Specialty, Inc. LAKE TRAVIS ISD 7/3/2012 Lake Travis ISD Admin Bldg $29,601.81 School Specialty, Inc. Raleigh County Board of Education 8/13/2012 New Marsh Fork Elementary School F&E $136,200.00 School Specialty, Inc. State of Washington; Dept. of Labor &Industries 10/1/2012 contractor $12,000.00 -26-School Specialty, Inc. State of Arkansas 10/1/2012 AR Contractors Bond - 10000 Rev 1-12 (License& Permit) $10,000.00 Childcraft EducationCorp. State of North Dakota 10/23/2012 ND Sales and Use Tax Permit Bond $2,500.00 School Specialty, Inc. New Mexico Regulation and LicensingDepartment 11/1/2012 NM Contractor License Code Bond (License &Permit) $10,000.00 School Specialty, Inc. US Department of Homeland Security (NEWBOND for School Specialty, Inc.) 11/17/2012 US Customs (Importer) Bond $300,000.00 School Specialty, Inc. State of Arizona 12/1/2012 L-8 Floor Coverings $5,000.00 School Specialty, Inc. State of Arizona 12/1/2012 L-5 School Fixtures and Playground Equipment $5,000.00 School Specialty, Inc. Registrar of Contractors, State of Arizona 12/1/2012 L-8 Floor Coverings $5,000.00 School Specialty, Inc. Registrar of Contractors, State of Arizona 12/1/2012 L-5 School Fixtures and Playground Equipment $5,000.00 CPO Science State of Florida - Department of Education 4/1/2017 Instructional Materials Bond - 6-yr. bond withadditional 2 years at obligee discretion $20,000.00 $6,562,839.98 -27-Schedule 4.24 – Location of InventoryChief Executive Offices: Name Chief Executive OfficeSchool Specialty, Inc. W6316 Design DriveGreenville, WI 54942ClassroomDirect.com, LLC W6316 Design DriveGreenville, WI 54942Childcraft Education Corp. W6316 Design DriveGreenville, WI 54942Bird-in-Hand Woodworks, Inc. W6316 Design DriveGreenville, WI 54942Frey Scientific, Inc. W6316 Design DriveGreenville, WI 54942Sportime, LLC W6316 Design DriveGreenville, WI 54942Sax Arts & Crafts, Inc. W6316 Design DriveGreenville, WI 54942Califone International, Inc., W6316 Design DriveGreenville, WI 54942Delta Education, LLC W6316 Design DriveGreenville, WI 54942Premier Agendas, Inc W6316 Design DriveGreenville, WI 54942Select Agendas, Corp. 6800 Chemin de la Cote-de-Liesse, St-Laurent, Quebec H4T 2A7Premier School Agendas, Ltd. 20230 64 AvenueLangley, BC V2Y IN3Locations of Inventory – Owned Location3525 South Ninth Street, Salina, KS 67401Locations of Inventory – Leased Locations and Partner Locations3825 S Willow Avenue, Fresno, CA 93722W6316 Design Drive, Greenville, WI 549421156 Four Star Drive, Mount Joy, PA 17552100 Paragon Parkway, Mansfield, OH 44903 -28-th80 Northwest Boulevard, Nashua, NH 030633525 South Ninth Street, Salina, KS 674013031 Industry Drive, Lancaster, PA 176031145 Arroyo Ave, San Fernando, CA1845 N. Airport, Fremont, NE 680262000 Kentucky St., Bellingham, WA 982262007 - 2019 Iowa Street, Bellingham, WA 98226400 Sequoia Drive, Suite 200, Bellingham, WA 98226625 Mount Auburn St., Cambridge, MA438 Camino Del Rio South, San Diego, CA 92108Inventory held by Processors and Agents222 Tappan Drive, Mansfield, OH 449061000 Stricker Road, Mount Joy, PA 1755260 Grumbacher Road, York, PA 17406Archway NM, 1600 First Street NW, Albuquerque, NM 87102Archway Southwest, 600 Freeport Parkway, Coppell, TX 75019Educators Book Depository of AR, 6700 Sloane Drive, Little Rock, AR 72206Florida School Book Depository, 1125 North Ellis Road, Jacksonville, FL 32254Mountain State Schoolbook Depository, PO Box 160250, Clearfield, UT 84016Northwest Textbook Depository, PO Box 5608, Portland, OR 97228Archway Oklahoma, 5600 SW 36 Street, Oklahoma City, OK 73179Professional Book Distributors, 3280 Summit Ridge, Duluth, GA 30096RL Bryan Company, 301 Greystone Boulevard, Columbia, SC 29210School Book Supply Co of LA, 9380 Ashland Road, Gonzales, LATennessee Book Company, 1550 Heil Quaker Boulevard, LaVergne, TN 37086The James & Law Company, 217 West Main Street, Clarksburg, WV 26302Smart Warehousing, 9850 Industrial Boulevard, Lexena, KS 66215 -29-thFarmington Public Schools, 32789 West Ten Mile Road, Farmington, MI 48336Royal Seating Corporation, 1110 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation, 1201 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation, V-Building, 600 South Rusk, Cameron, TX 76520Royal Seating Corporation, W-Building, 409 South Karnes, Cameron, TX 76520Royal Seating Corporation, X-Building, 1050 Dossett Street, Cameron, TX 76520Royal Seating Corporation, Y-Building, 659 South Bowie Ave., Cameron, TX 76520Royal Seating Corporation, Z-Building, 620 South Bowie Ave., Cameron, TX 76520Cargo Zone LLC 6200 North 16th Street, Omaha, NE 68110TAYLOR TEXAS FACILITY:1103 NW Carlos Parker Blvd.Taylor, TX 76574Property Owner:Taylor CPB Property LLC3500 W 75th St, Suite 200Prairie Creek, KS 66208Lessor:Pan Pacific Sourcing, LLC481 Great Plain Ave.Needham, MA 02492-3728Print Partner locationsPremier Print Partner PlantsCDS2661 S. Pacific Hwy.Medford, OR 97501AndDock #32603 S. Pacific HwyMedford, OR 97501 -30-Heuss Printing, Inc.903 North 2nd StreetAmes, IA 50010LewisColor30 Joe Kennedy BlvdStatesboro, GA 30458Pioneer GraphicsPO Box 2516Waterloo, IA 50704316 W.5th StreetWaterloo, IA 50701Premier Impressions194 Woolverton Rd.Grimsby ON L3M 4E7CanadaPremier PrintingOne Beghin AveWinnipeg, MB R2J 3X5PrintComm2929 Davison Rd.Flint, MI 48506Printing Enterprises1411 First Avenue NWNew Brighton, MN 55112Sentinel Printing250 North Highway 10St. Cloud, MN 56304Spangler Graphics2930 and 2950 South 44th StreetKansas City, KS 66106Walsworth Publishing Co306 North Kansas AvenueMarceline, MO 64658 -31-Schedule 5.16 – Bankruptcy Transaction Milestones[This schedule shall be provided by the Lenders] -32-Schedule 6.4 – Permitted DispositionsThe granting of Permitted Liens.The subleasing of the improved real property located at 101 Almgren Drive, Agawam, MA 01001 under the terms of a Sublease dated 12/31/2004 and effective01/07/2005 by and between School Specialty, Inc. as Sublessor and Vaupell Holdings, Inc. as Sublessee.Leasing of science kits in connection with the refurbishment business of the Parent and the Subsidiaries. -33-Schedule 6.5 – Nature of BusinessBorrower and its Subsidiaries (the “Company”) compose an education company serving the pre-kindergarten through twelfth grade (“pre K-12”) market withinnovative and value-added instructional solutions that address the full spectrum of educational needs, from basic school supplies to standards-basedcurriculum solutions. The Company offers its products through two operating groups: Accelerated Learning and Educational Resources. Accelerated Learningprovides core and supplemental curriculum programs that help educators deepen students’ subject matter understanding and accelerate the speed of learning.This group intends to expand its portfolio of instructional programs, combining print-based and digital instructional and assessment tools to deliver value toeducators and build competitive advantages in the marketplace. The Educational Resources group offers educators the broadest range and deepest assortmentof basic school supplies, supplemental learning products, classroom equipment and furniture available from a single supplier. That positioning createscompetitive advantages in the ability to aggregate products and deliver materials in cross curricular and educational category kits. The group furtherdifferentiates itself through proprietary product development activities that result in innovative approaches to early childhood and student learning. In addition,the Company offers a value-add consulting service to schools and school districts in order to provide time and money-saving options to school administrators -34-EXHIBIT ACOPYRIGHT SECURITY AGREEMENTThis COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this day of , 20 , by and amongGrantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGOCAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank ProductProviders (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, orotherwise 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”), CalifoneInternational, Inc., a Delaware corporation (“Califone”; together with Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft andBird-in-Hand, the “Borrowers” and each a “Borrower”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors andpermitted 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 accommodationsavailable to Borrowers from time to time pursuant to the terms and conditions thereof; andWHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers asprovided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that Grantorsshall 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 otherwisemodified, the “Guaranty and Security Agreement”); andWHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Groupand 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 receiptand 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 andSecurity Agreement or, if not defined therein, in the Credit Agreement, and this Copyright Security Agreement shall be subject to the rules of construction setforth 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 toAgent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing securityinterest (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 infringementof any Copyright or any Copyright exclusively licensed under any Intellectual Property License, including the right to receive damages, or the right to receivelicense 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 andperformance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Copyright SecurityAgreement 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, theother 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 ofan Insolvency Proceeding involving any Grantor.4. SECURITY AGREEMENT. The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the securityinterests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and Security Agreement. EachGrantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Copyright Collateral made andgranted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as iffully set forth herein. To the extent there is any inconsistency between this Copyright Security Agreement and the Guaranty and Security Agreement, theGuaranty 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 additionalapplication 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 includeany A-2future United States registered copyrights or applications therefor of each Grantor. Notwithstanding the foregoing, no failure to so modify this CopyrightSecurity Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or notlisted on Schedule I.6. COUNTERPARTS. This Copyright Security Agreement is a Loan Document. This Copyright Security Agreement may be executed in any number ofcounterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all ofwhich, when taken together, shall constitute but one and the same Copyright Security Agreement. Delivery of an executed counterpart of this CopyrightSecurity Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart ofthis Copyright Security Agreement. Any party delivering an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronicmethod of transmission also shall deliver an original executed counterpart of this Copyright Security Agreement but the failure to deliver an original executedcounterpart 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 SECURITYAGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, ANDJUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS AREINCORPORATED 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 firstabove written. GRANTORS: By: Name: Title: By: Name: Title: ACCEPTED AND ACKNOWLEDGED BY:AGENT: WELLS FARGO CAPITAL FINANCE, LLC, aDelaware limited liability company By: Name: Title: [SIGNATURE PAGE TO COPYRIGHT SECURITY AGREEMENT]SCHEDULE ItoCOPYRIGHT SECURITY AGREEMENTCopyright Registrations Grantor Country Copyright Registration No. Registration DateCopyright LicensesEXHIBIT BPATENT SECURITY AGREEMENTThis PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this day of , 20 , by and among theGrantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGOCAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank ProductProviders (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, orotherwise 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”), CalifoneInternational, Inc., a Delaware corporation (“Califone”; together with Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft andBird-in-Hand, the “Borrowers” and each a “Borrower”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors andpermitted 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 accommodationsavailable to Borrowers from time to time pursuant to the terms and conditions thereof; andWHEREAS, the members of Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers asprovided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that theGrantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Providers, that certain Guaranty and SecurityAgreement, dated as of January 31, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented orotherwise modified, the “Guaranty and Security Agreement”); andWHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Groupand 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 receiptand 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 andSecurity Agreement or, if not defined therein, in the Credit Agreement, and this Patent Security Agreement shall be subject to the rules of construction set forthin 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 nowowned 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 infringementof 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 andperformance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Patent SecurityAgreement 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, theother 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 ofan Insolvency Proceeding involving any Grantor.4. SECURITY AGREEMENT. The Security Interest granted pursuant to this Patent Security Agreement is granted in conjunction with the securityinterests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and Security Agreement. EachGrantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Patent Collateral made and grantedhereby 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 setforth herein. To the extent there is any inconsistency between this Patent Security Agreement and the Guaranty and Security Agreement, the Guaranty andSecurity 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 thebenefit of any patent application or patent for any divisional, continuation, continuation-in-part, reissue, or reexamination of any existing patent or patentapplication, 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 limitingGrantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Patent Security Agreement by amending Schedule I toinclude any such new patent rights of each Grantor. Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule Ishall 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 ofcounterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all ofwhich, when taken together, shall constitute but one and the same Patent Security Agreement. Delivery of an executed counterpart of this Patent SecurityAgreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this PatentSecurity Agreement. Any party delivering an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmissionalso shall deliver an original executed counterpart of this Patent Security Agreement but the failure to deliver an original executed counterpart shall not affect thevalidity, enforceability, and binding effect of this Patent Security Agreement.7. CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION. THIS PATENT SECURITYAGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, ANDJUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS AREINCORPORATED 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 abovewritten. GRANTORS: By: Name: Title: By: Name: Title: ACCEPTED AND ACKNOWLEDGED BY:AGENT: WELLS FARGO CAPITAL FINANCE, LLC, aDelaware limited liability company By: Name: Title: [SIGNATURE PAGE TO PATENT SECURITY AGREEMENT]SCHEDULE ItoPATENT SECURITY AGREEMENTPatents Grantor Country Patent Application/Patent No. Filing DatePatent LicensesEXHIBIT CPLEDGED INTERESTS ADDENDUMThis Pledged Interests Addendum, dated as of , 20 (this “Pledged Interests Addendum”), is delivered pursuant to Section 7 of theGuaranty and Security Agreement referred to below. The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certainGuaranty 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 CAPITALFINANCE, LLC, a Delaware limited liability company, as Agent. Initially capitalized terms used but not defined herein shall have the meaning ascribed tosuch terms in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Pledged Interests Addendum shall be subject tothe rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by thisreference, mutatis mutandis. The undersigned hereby agrees that the additional interests listed on Schedule I shall be and become part of the Pledged Interestspledged 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 “PledgedCompany” 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 otherelectronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Pledged Interests Addendum. If theundersigned delivers an executed counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission, the undersignedshall also deliver an original executed counterpart of this Pledged Interests Addendum but the failure to deliver an original executed counterpart shall not affectthe 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 theundersigned 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, ANDSUCH 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 abovewritten.By: Name: Title: [SIGNATURE PAGE TO PLEDGED INTERESTS ADDENDUM]SCHEDULE ItoPLEDGED INTERESTS ADDENDUMPledged Interests Name of Grantor Name of PledgedCompany Number ofShares/Units Class ofInterests Percentage ofClassOwned CertificateNos.EXHIBIT DTRADEMARK SECURITY AGREEMENTThis TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this day of , 20 , by andamong Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGOCAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank ProductProviders (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, orotherwise 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”), CalifoneInternational, Inc., a Delaware corporation (“Califone”; together with Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft andBird-in-Hand, the “Borrowers” and each a “Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors andpermitted 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 accommodationsavailable to Borrowers from time to time pursuant to the terms and conditions thereof; andWHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers asprovided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that Grantorsshall 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 otherwisemodified, the “Guaranty and Security Agreement”); andWHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of Lender Groupand 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 receiptand 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 andSecurity Agreement or, if not defined therein, in the Credit Agreement, and this Trademark Security Agreement shall be subject to the rules of construction setforth 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 toAgent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing securityinterest (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 PropertyLicense; 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 forpast, 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 othercompensation under any Trademark Intellectual Property License.3. SECURITY FOR SECURED OBLIGATIONS. This Trademark Security Agreement and the Security Interest created hereby secures the paymentand performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this TrademarkSecurity Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, toAgent, 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 theexistence 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 thesecurity 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 madeand granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein asif fully set forth herein. To the extent there is any inconsistency between this Trademark Security Agreement and the Guaranty and Security Agreement, theGuaranty and Security Agreement shall control. D-25. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark SecurityAgreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal orextension of any trademark registration. Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify thisTrademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor. Notwithstanding the foregoing, no failureto so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interestin 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 numberof counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all ofwhich, when taken together, shall constitute but one and the same Trademark Security Agreement. Delivery of an executed counterpart of this TrademarkSecurity Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart ofthis Trademark Security Agreement. Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronicmethod of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executedcounterpart 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 SECURITYAGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, ANDJUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS AREINCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.[signature page follows] D-3IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year firstabove written. GRANTORS: By: Name: Title: By: Name: Title: ACCEPTED AND ACKNOWLEDGED BY:AGENT: WELLS FARGO CAPITAL FINANCE, LLC, aDelaware limited liability company By: Name: Title: [SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT]SCHEDULE ItoTRADEMARK SECURITY AGREEMENTTrademark Registrations/Applications Grantor Country Mark Application/Registration No. App/Reg DateTrade NamesCommon Law TrademarksTrademarks Not Currently In UseTrademark LicensesExhibit 10.29GUARANTY AND SECURITY AGREEMENTThis GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of January 31, 2013, among the Persons listed on the signaturepages 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 itscapacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in suchcapacity, “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 otherwisemodified from time to time, the “Credit Agreement”) by and among School Specialty, Inc., a Wisconsin corporation (“Parent”), ClassroomDirect.com, LLC, aDelaware limited liability company (“ClassroomDirect”), Sportime, LLC, a Delaware limited liability company (“Sportime”), Delta Education, LLC, aDelaware 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 Delawarecorporation (“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 tohereinafter as a “Lender”), Agent, and WFCF and General Electric Capital Corporation, a Delaware corporation, as co-collateral agents (the “Co-CollateralAgents” and each a “Co-Collateral Agent”), the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to timepursuant to the terms and conditions thereof; andWHEREAS, Agent has agreed to act as agent for the benefit of the Lender Group and the Bank Product Providers in connection with the transactionscontemplated 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 ProductProviders to enter into the Bank Product Agreements, and to induce the Lender Group and the Bank Product Providers to make financial accommodations toBorrowers as provided for in the Credit Agreement, the other Loan Documents and the Bank Product Agreements, (a) each Grantor (other than Borrowers) hasagreed 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 ProductProviders, a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of, amongother things, the Secured Obligations; andWHEREAS, each Grantor (other than Borrowers) is an Affiliate of Borrowers and, as such, will benefit by virtue of the financial accommodationsextended 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 andadequacy 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 ascribedthereto in the Credit Agreement (including Schedule 1.1 thereto). Any terms (whether capitalized or lower case) used in this Agreement that are defined in theCode 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 theCode 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 inArticle 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 thefollowing 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 goodsor 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. -2-(xi) “Chattel Paper” means chattel paper (as that term is defined in the Code), and includes tangible chattel paper and electronic chattelpaper.(xii) “Code” means the New York Uniform Commercial Code, as in effect from time to time; provided, however, that in the event that, byreason 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 governedby 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 UniformCommercial 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 tortclaims 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 satisfactoryto 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) copyrightregistrations 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 connectiontherewith 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, andAgent, in substantially the form of Exhibit A.(xxii) “Credit Agreement” has the meaning specified therefor in the recitals to this Agreement. -3-(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 thePPSA), and includes payment intangibles, software, contract rights, rights to payment, rights under Hedge Agreements (including the right to receive paymenton account of the termination (voluntarily or involuntarily) of such Hedge Agreements), rights arising under common law, statutes, or regulations, choses orthings 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 limitedliability 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, whetherfor principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable inwhole 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 anyfees 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 inany such Insolvency Proceeding), or otherwise, and any and all expenses (including reasonable counsel fees and expenses) incurred by Agent, any othermember 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 limitingthe generality of the foregoing, Guarantied Obligations shall include all -4-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 BankProduct Provider but for the fact that they are unenforceable or not allowable, including due to the existence of a bankruptcy, reorganization, other InsolvencyProceeding 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 notpatentable), 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 proprietaryinformation 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 rightsprovided 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 rightsprovided to any other Person in or with respect to Intellectual Property owned or controlled by the Specified Party, in each case, including (x) any softwarelicense agreements (other than license agreements for commercially available off-the-shelf software that is generally available to the public which have beenlicensed 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 similarrights 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 thefollowing (regardless of whether classified as investment property under the Code): all Pledged Interests, Pledged Operating Agreements, and PledgedPartnership Agreements.(xl) “Joinder” means each Joinder to this Agreement executed and delivered by Agent and each of the other parties listed on the signaturepages thereto, in substantially the form of Annex 1.(xli) “Lender Group” has the meaning specified therefor in the Credit Agreement. -5-(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 eachsuch 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) allcontinuations, 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 connectiontherewith 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, andAgent, 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 aportion 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 hereafteracquired by such Grantor, regardless of class or designation, including in each of the Pledged Companies, and all substitutions therefor and replacementsthereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Equity Interests, the right to receive any certificatesrepresenting any of the Equity Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and theright to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or inkind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, insubstitution of, on account of, or in exchange for any or all of the foregoing. -6-(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 companyoperating 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 ofeach 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 fromtime 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 ofany 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 isretrievable 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 Grantorsarising from, or owing under or pursuant to, this Agreement (including the Guaranty), the Credit Agreement, or any of the other Loan Documents, (B) allBank Product Obligations, and (C) all other Obligations of Borrowers and all other Guarantied Obligations of each Guarantor (including, in the case of eachof 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. -7-(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 totime, 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 andguaranties 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 servicemarks and service mark applications listed on Schedule 6, (B) all renewals thereof, (C) all income, royalties, damages and payments now and hereafter dueor payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past orfuture infringements or dilutions thereof, (D) the right to sue for past, present and future infringements and dilutions thereof, (E) the goodwill of eachGrantor’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 corporationunder any ULC Laws.(lxxiv) “ULC Laws” means the Companies Act (Nova Scotia), the Business Corporations Act (Alberta), the Business CorporationsAct (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 singularinclude the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaningrepresented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as awhole and not to any particular provision of this Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unlessotherwise specified. Any reference in this Agreement to any agreement, instrument, or document shall include all -8-alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, asapplicable (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 torefer to any and all tangible and intangible assets and properties. Any reference herein to the satisfaction, repayment, or payment in full of the SecuredObligations or the Guarantied Obligations shall mean (i) the payment or repayment in full in immediately available funds of (A) the principal amount of, andinterest accrued with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (B) all LenderGroup Expenses that have accrued regardless of whether demand has been made therefor, (C) all fees or charges that have accrued hereunder or under anyother Loan Document (including the Letter of Credit Fee and the Unused Line Fee), (ii) in the case of contingent reimbursement obligations with respect toLetters 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 GuarantiedObligations 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 thetime 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 suchamount as Agent reasonably determines is appropriate to secure such contingent Secured Obligations or Guarantied Obligations, (v) the payment or repaymentin full in immediately available funds of all other Secured Obligations or Guarantied Obligations (as the case may be) (including the payment of anytermination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreementsprovided by Hedge Providers) other than (A) unasserted contingent indemnification obligations, (B) any Bank Product Obligations (other than HedgeObligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cashcollateralized, and (C) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required tobe 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’ssuccessors 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 ofthe 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 theGuarantors, jointly and severally, hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety the full and promptpayment when due, whether upon maturity, acceleration, or otherwise, of all of the Guarantied Obligations. If any or all of the Obligations becomes due andpayable, each of the Guarantors, unconditionally and irrevocably, and without the need for demand, protest, or any other notice or -9-formality, promises to pay such indebtedness to Agent, for the benefit of the Lender Group and the Bank Product Providers, together with any and allreasonable expenses (including Lender Group Expenses) that may be incurred by Agent or any other member of the Lender Group or any Bank ProductProvider in demanding, enforcing, or collecting any of the Guarantied Obligations (including the enforcement of any collateral for such Obligations or anycollateral 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 BankProduct 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 Agentor 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 ofany court or administrative body having jurisdiction over such payee or any of its property, or (ii) any reasonable settlement or compromise of any such claimeffected by such payee with any such claimant (including any Borrower or any Guarantor), then and in each such event, each of the Guarantors agrees thatany 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 hereunderfor 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 toAgent, 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 ofthe 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 thebenefit of the Lender Group and the Bank Product Providers, without the requirement of demand, protest, or any other notice or other formality, in lawfulmoney 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 orother guaranty of the Obligations, whether executed by any other Guarantor or by any other Person, and the liability of each of the Guarantors hereunder shallnot 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 onaccount of the Obligations which Agent, such other member of the Lender Group, or such Bank Product Provider repays to any Grantor pursuant to courtorder in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding (or any settlement or compromise of any claim made insuch a proceeding relating to such payment), and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reasonof 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. -10-(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 conditionsthereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extentpermitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Guarantied Obligations. If such a revocation is effectivenotwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (i) no such revocation shall be effective until written notice thereof hasbeen 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 bindingcommitment of any member of the Lender Group or any Bank Product Provider in existence on the date of such revocation, (iv) no payment by anyGuarantor, any Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation shall reduce the maximumobligation of such Guarantor hereunder, and (v) any payment by any Borrower or from any source other than such Guarantor subsequent to the date of suchrevocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantiedhereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder. This Guaranty shall be binding upon eachGuarantor, 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 ProductProviders) 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 theGuarantors hereunder are independent of the obligations of any other Guarantor or Grantor or any other Person and a separate action or actions may be broughtand 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 whetheror 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 permittedby law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof. Any payment by any Grantor or other circumstancewhich 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 ordemand, 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, oralter: (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 securitytherefor or any liability incurred directly or indirectly in respect thereof, and this Guaranty shall apply to the Obligations as so changed, extended, renewed, oraltered;(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 GuarantiedObligations (including any of the obligations of all or any of the Guarantors under this Guaranty) incurred directly or indirectly in respect thereof or hereof, orany offset on account thereof; -11-(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 theGuarantors under this Guaranty) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to thepayment 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 memberof 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, anyBank 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 oneor 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 orpowers 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 inreliance 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 ofthe 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 anymember of the Lender Group or any Bank Product Provider with respect thereto. The obligations of each Guarantor under this Guaranty are independent of theGuarantied Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective ofwhether any action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. The liability of eachGuarantor under this Guaranty shall be absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defense it may now orhereafter 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; -12-(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 anyother amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guarantied Obligations resulting from theextension 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 lackof 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 LenderGroup 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 ofany Grantor; or(viii) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor or any otherguarantor 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 requireAgent, 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 againstor 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 propertysubject 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 anymember 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 anydefense 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 ofany 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 anycause 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 iscommercially reasonable or otherwise fails to comply with applicable law or may exercise any other right or remedy Agent, any other member of the LenderGroup, 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 anyway the liability of any of the Guarantors hereunder except to the extent the Obligations have been paid. -13-(ii) Each of the Guarantors waives all presentments, demands for performance, protests and notices, including notices ofnonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation, or incurring of new oradditional Obligations or other financial accommodations. Each of the Guarantors waives notice of any Default or Event of Default under any of the LoanDocuments. Each of the Guarantors assumes all responsibility for being and keeping itself informed of each Grantor’s financial condition and assets and ofall other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope, and extent of the risks which each of the Guarantorsassumes 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 anyduty 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 anymember of the Lender Group or any Bank Product Provider, any defense (legal or equitable), set-off, counterclaim, or claim which each Guarantor may nowor 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) anydefense, 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 anelection of remedies by any member of the Lender Group or any Bank Product Provider including any defense based upon an impairment or elimination ofsuch 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 ordelay the operation of any statute of limitations applicable to the Guarantied Obligations shall similarly operate to defer or delay the operation of such statute oflimitations 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 thatarise 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 LenderGroup, or any Bank Product Provider against any Grantor or any other guarantor or any Collateral, whether or not such claim, remedy or right arises inequity 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 cashor 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 theGuarantied Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash and all of the Commitments have beenterminated. 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 benefitof Agent, for the benefit of the Lender Group and the Bank Product Providers, and -14-shall forthwith be paid to Agent to be credited and applied to the Guarantied Obligations and all other amounts payable under this Guaranty, whether maturedor unmatured, in accordance with the terms of the Credit Agreement, or to be held as Collateral for any Guarantied Obligations or other amounts payable underthis 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 assetof, any other Grantor (the “Foreclosed Grantor”), including after payment in full of the Obligations, if all or any portion of the Obligations have been satisfiedin 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 securedby Real Property located in California, Guarantors shall be liable for the full amount of the liability hereunder notwithstanding the foreclosure on such RealProperty by trustee sale or any other reason impairing such Guarantor’s right to proceed against any Loan Party. In accordance with Section 2856 of theCalifornia Code of Civil Procedure or any similar laws of any other applicable jurisdiction, each of the Guarantors hereby waives until such time as theObligations have been paid in full:(1) all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defensesthat 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 Procedureor 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 locatedin California, meaning, among other things, that: (A) Agent, the other members of the Lender Group, and the Bank Product Providers may collect from theGuarantors without first foreclosing on any real or personal property collateral pledged by any Borrower or any other Grantor, and (B) if Agent, on behalf ofthe Lender Group, forecloses on any Real Property collateral pledged by any Borrower or any other Grantor, (1) the amount of the Obligations may be reducedonly 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 maycollect from the Guarantors even if, by foreclosing on the Real Property collateral, Agent or the other members of the Lender Group have destroyed or impairedany 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 anddefenses the Guarantors may have because the Obligations are secured by Real Property (including, without limitation, any rights or defenses based uponSections 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, hasdestroyed Guarantors’ rights of subrogation and reimbursement against any Grantor by the operation of Section 580d of the California Code of CivilProcedure or any similar laws of any other applicable jurisdiction or otherwise. -15-(vi) Each of the Guarantors represents, warrants, and agrees that each of the waivers set forth above is made with fullknowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, suchwaivers 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 andhereby 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) orany 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 thisGuaranty 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 anyway 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 ofeach member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (hereinafterreferred 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 personalproperty, 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; -16-(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, orcontrol 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, includingproceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, DepositAccounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Property, Intellectual Property, Negotiable Collateral, Pledged Interests, SecuritiesAccounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or otherdisposition 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 taxesor 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 guarantypayable 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, theterm “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 timewith 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 orhypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to theGrantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Administrative Borrower) in relation to the benefitsto Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested byAgent, 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 licenseagreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable lawwith 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, orlicense agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, -17-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 tothe 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) toapply 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 orrestriction 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 beconstrued 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 securityinterests 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, orother dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademarkapplications 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 suchintent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege usepursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) anyconsumer 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 isnow 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 rightsand remedies hereunder, shall be assigned by Select Agendas as directed by Agent. Notwithstanding the foregoing, Agent shall only have a security in, and nota 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 nowexisting or arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of theSecured 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 factthat 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 suchInsolvency 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 forattachment 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 andagreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties andobligations 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 anyof 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 ofthis Agreement, nor shall any of the members -18-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 forpayment assigned hereunder. Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, the Credit Agreement, orany other Loan Document, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course oftheir respective businesses, subject to and upon the terms hereof and of the Credit Agreement and the other Loan Documents. Without limiting the generality ofthe 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 ULCShares, 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 toexercise 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 theright 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 ofcertificated Pledged Interests which shall be delivered to Agent to be held in accordance with the terms hereof) until such shares are effectively transferred in tothe 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 ProductProviders, each Grantor makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all materialrespects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materialityin 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 beapplicable 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 eachRevolving 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) (exceptto the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correctin all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modifiedby 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 oforganization 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 changesresulting 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 Schedulemay 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 onSchedule 7 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents). -19-(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, exceptas 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 Accountsand 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 Accountsor 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 applicationsfor registration of Copyrights owned by any Grantor; (ii) Schedule 3 provides a complete and correct list of all Intellectual Property Licenses entered into byany Grantor pursuant to which (A) any Grantor has provided any license or other rights in Intellectual Property owned or controlled by such Grantor to anyother Person (other than non-exclusive software licenses granted in the ordinary course of business) or (B) any Person has granted to any Grantor any licenseor 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 suchGrantor, including any Intellectual Property that is incorporated in any Inventory, software, or other product marketed, sold, licensed, or distributed by suchGrantor; (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 Trademarksowned 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 itsbusiness, and (B) all employees and contractors of each Grantor who were involved in the creation or development of any Intellectual Property for suchGrantor that is necessary in or material to the business of such Grantor have signed agreements containing assignment of Intellectual Property rights to suchGrantor and obligations of confidentiality;(ii) to each Grantor’s knowledge after reasonable inquiry, no Person has infringed or misappropriated or is currently infringing ormisappropriating any Intellectual Property rights owned by such Grantor, in each case, that either individually or in the aggregate could reasonably be expectedto 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 notcurrently infringing or misappropriating any Intellectual Property rights of any Person, and (2) no product manufactured, used, distributed, licensed, or soldby or service provided by such Grantor has ever infringed or misappropriated or is currently infringing or misappropriating any Intellectual -20-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 ina Material Adverse Effect, and (B) there are no infringement or misappropriation claims or proceedings pending, or to any Grantor’s knowledge afterreasonable inquiry, threatened in writing against any Grantor, and no Grantor has received any written notice or other communication of any actual or allegedinfringement or misappropriation of any Intellectual Property rights of any Person, in each case, except where such infringement either individually or in theaggregate 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 areowned by such Grantor and necessary in or material to the conduct of its business are valid, subsisting and enforceable and in compliance with all legalrequirements, 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 tradesecrets 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 theCode, 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 financingstatement under the Code, all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken or will havebeen taken upon the filing of financing statements listing each applicable Grantor, as a debtor, and Agent, as secured party, in the jurisdictions listed next tosuch 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 PriorityCollateral 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 TermLoan 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 ofa financing statement. Upon filing of any Copyright Security Agreement with the United States Copyright Office, filing of any Patent Security Agreement andany Trademark Security Agreement with the PTO, and the filing of appropriate financing statements in the jurisdictions listed on Schedule 11, all actionnecessary or desirable to protect and perfect the Security Interest in and on each Grantor’s Patents, Trademarks, or Copyrights has been taken and suchperfected Security Interest is enforceable as such as against any and all creditors of and purchasers from any Grantor (subject only to the security interestgranted to Term Loan Agent to the extent permitted under the Split Lien Credit Agreement). All action by any Grantor necessary to protect and perfect suchsecurity 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 beneficialowner, 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, whenacquired by such Grantor, any Pledged Interests acquired after the Closing Date; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paidand nonassessable (subject to the general assessability of shares of a ULC) and the Pledged Interests constitute or will constitute the percentage of the issuedand outstanding Equity -21-Interests of the Pledged Companies of such Grantor identified on Schedule 5 as supplemented or modified by any Pledged Interests Addendum or any Joinderto this Agreement; (iii) such Grantor has the right and requisite authority to pledge, the Investment Property pledged by such Grantor to Agent as providedherein; (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 pursuantto 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 thePledged Interests, together with undated powers (or other documents of transfer acceptable to Agent) endorsed in blank by the applicable Grantor; (C) the filingof financing statements in the applicable jurisdiction set forth on Schedule 11 for such Grantor with respect to the Pledged Interests of such Grantor that arenot represented by certificates, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) each Grantorhas delivered to and deposited with Agent all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests arerepresented by certificates, and undated powers (or other documents of transfer acceptable to Agent) endorsed in blank with respect to such certificates. Noneof the Pledged Interests owned or held by such Grantor has been issued or transferred in violation of any securities registration, securities disclosure, or similarlaws 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) isrequired (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 performanceof 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 InvestmentProperty or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of InvestmentProperty by laws affecting the offering and sale of securities generally and except for consents, approvals, authorizations, or other orders or actions that havebeen 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 isnecessary 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 suchGrantor 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 (asdefined in the Code) constituting Collateral and pledged hereunder (each a “Pledged Note”) and no event has occurred or circumstance exists which, with thepassage 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 thatis an obligee under a Pledged Note has waived any default, breach, violation, or event of acceleration under such Pledged Note. -22-(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 exchangesor in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Grantor in a Securities Account. In addition, noneof the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under anyPledged Operating Agreement or Pledged Partnership Agreement, provide that such Pledged Interests are securities governed by Article 8 of the UniformCommercial 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 aprovince or territory thereof, such Grantor represents and warrants that all interests in partnerships or limited liability companies are a “security” for thepurposes 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 territorythereof, such Grantor represents and warrants that all interests in partnerships or limited liability companies are a “security” for the purposes of the STA (ifapplicable).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 oftermination 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, InvestmentProperty, or Chattel Paper having an aggregate value or face amount of $250,000 or more for all such Negotiable Collateral, Investment Property, or ChattelPaper, 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 thatperfection 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 anddeliver physical possession of such Negotiable Collateral, Investment Property, or Chattel Paper to Agent, together with such undated powers (or other relevantdocument of transfer acceptable to Agent) endorsed in blank as shall be requested by Agent, and shall do such other acts or things deemed necessary ordesirable 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 reasonablynecessary 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 16of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in anyrelevant 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 extentpermitted hereby and by the Credit Agreement), promptly upon the request of Agent, such Chattel Paper and instruments shall be -23-marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interest of Wells Fargo CapitalFinance, 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 mayinclude 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 eachissuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for anyGrantor, 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 respectto 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 abeneficiary), 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 Agentand 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, inthe 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 eventwithin five (5) Business Days of obtaining such Commercial Tort Claim), notify Agent upon incurring or otherwise obtaining such Commercial Tort Claimsand, promptly (and in any event within five (5) Business Days) after request by Agent, amend Schedule 1 to describe such Commercial Tort Claims in amanner that reasonably identifies such Commercial Tort Claims and which is otherwise reasonably satisfactory to Agent, and hereby authorizes the filing ofadditional financing statements or amendments to existing financing statements describing such Commercial Tort Claims, and agrees to do such other acts orthings 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 anyAccount or Chattel Paper arises out of a contract or contracts with -24-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 byeither Co-Collateral Agent, execute any instruments or take any steps reasonably required by either Co-Collateral Agent in order that all moneys due or tobecome due under such contract or contracts shall be assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, and shallprovide 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 executeand deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to further evidence Agent’sLien 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 ofsuch Grantor’s business, to protect and diligently enforce and defend at such Grantor’s expense its Intellectual Property, including (A) to diligently enforce anddefend, 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) toprosecute diligently any trademark application or service mark application that is part of the Trademarks pending as of the date hereof or hereafter until thetermination 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 thetermination 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 ofuse, and affidavits of noncontestability, and (E) to require all employees, consultants, and contractors of each Grantor who were involved in the creation ordevelopment of such Intellectual Property to sign agreements containing assignment of Intellectual Property rights and obligations of confidentiality. EachGrantor further agrees not to abandon any Intellectual Property or Intellectual Property License that is necessary in or material to the conduct of such Grantor’sbusiness. 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 orany 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 IntellectualProperty Licenses of any Grantor. Without limiting the generality of this Section 7(g)(iii), Grantors acknowledge and agree that no member of the Lender Groupshall be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property Licensesagainst 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 Eventof Default, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys and other professionals) shall be for the soleaccount of Borrowers and shall be chargeable to the Loan Account; -25-(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 frequentlyif 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 ofpending applications for registrations, and of all Intellectual Property Licenses that are material to the conduct of such Grantor’s business, in each case, whichwere acquired, registered, or for which applications for registration were filed by any Grantor during the prior period. In the case of such registrations orapplications therefor, which were acquired or otherwise owned by any Grantor, each such Grantor shall file the necessary documents with the appropriateGovernmental 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 ofthe foregoing cases, the applicable Grantor shall promptly cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable LoanDocuments to identify such Patent, Trademark and Copyright registrations and applications therefor and Intellectual Property Licenses as being subject to thesecurity 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 agencyin 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 noticerequired 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’sLiens on such Copyright. If any Grantor acquires from any Person any Copyright registered with the United States Copyright Office or an application toregister any Copyright with the United States Copyright Office, such Grantor shall promptly (but in no event later than the end of the calendar monthfollowing such acquisition) notify Agent of such acquisition and deliver, or cause to be delivered, to Agent, documentation sufficient for Agent to perfectAgent’s Liens on such Copyright. In the case of such Copyright registrations or applications therefor which were acquired by any Grantor, each such Grantorshall promptly (but in no event later than the end of the calendar month following such acquisition) file the necessary documents with the appropriateGovernmental 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, theIntellectual Property that is necessary in or material to the conduct of such Grantor’s business, including, as applicable (A) protecting the secrecy andconfidentiality 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 ensurethat no trade secret falls into the public domain; and (C) protecting the secrecy and confidentiality of the source code of all software programs and applicationsof 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 licenseagreements with commercially reasonable use and non-disclosure restrictions; and -26-(viii) After the Closing Date, no Grantor shall enter into any Intellectual Property License material to the conduct of the business to receiveany license or rights in any Intellectual Property of any other Person unless such Grantor has used commercially reasonable efforts to permit the assignment ofor 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 Addendumidentifying such Pledged Interests (notwithstanding the foregoing or any other provision of this Section 7(h) the limitations regarding the pledging of equityinterests 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 ofeither 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 beheld 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 theexact form received;(iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respectof any Pledged Interests;(iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, PledgedOperating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if thesame 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 underfederal, 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 PartnershipAgreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded onsecurities 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 suchGrantor in a securities account. As of the Closing Date, each limited liability company agreement governing the Pledged Interests shall expressly provide thatsuch Pledged Interests are securities governed by Article 8 of the UCC; provided however, in connection with any Grantor organized under the laws of Canadaor a province or territory thereof, such Grantor covenants that all interest in partnerships and limited liability companies shall be a “security” for the purposesof the STA (if applicable). -27-(i) Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair marketvalue 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 RealProperty 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 firstpriority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in RealProperty now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, inconnection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixturefilings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ feesand expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shallremain 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 optionwith 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 toany 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 toany 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 allof its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit orcause 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 thosesent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled AccountBanks.(ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, inform and substance reasonably acceptable to Co-Collateral Agents. Each such Controlled Account Agreement shall provide, among other things, that (A) theControlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account withoutfurther consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupmentor any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration ofsuch Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward by daily sweep all amounts inthe applicable Controlled Account to the Agent’s Account. -28-(iii) So long as no Default or Event of Default has occurred and is continuing, Borrowers may amend Schedule 11 to add or replace aControlled 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 suchControlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Co-Collateral Agents aControlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordancewith 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 liabilityunder 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 (otherthan those Subsidiaries that are CFCs), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and otheremployee 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 itsSubsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts orSecurities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreementswith 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 itsname 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 acertificate 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 inany 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 theAgent’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 isobligated 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 oromission of which would result in any right of offset against sums -29-payable under the Pledged Notes, or (C) other than Permitted Dispositions, assign or surrender their rights and interests under any of the Pledged Notes orterminate, cancel, modify, change, supplement or amend the Pledged Notes, and (ii) shall provide to Agent copies of all material written notices (includingnotices 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 belowin 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 provisionof 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 conflictbetween 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 anddocuments, and take all further action, that Agent may reasonably request, in order to perfect and protect the Security Interest granted hereby, to create, perfector 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 ofthe Collateral.(b) Each Grantor authorizes the filing by Agent of financing or continuation statements, or amendments thereto, and such Grantor will execute anddeliver to Agent such other instruments or notices, as Agent may reasonably request, in order to perfect and preserve the Security Interest granted or purportedto be granted hereby. Each Grantor hereby waives, to the greatest extent permitted under applicable law, notice or receipt of copies of any such statements oramendments 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 andamendments (i) describing the Collateral as “all personal property of debtor”, “all personal and after-acquired personal property of debtor” or “all assets ofdebtor” 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 informationrequired 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 oramendments previously filed by Agent in any jurisdiction. -30-(d) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to anyfinancing 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 itsdesignee), subject to the terms of then existing leases, contracts, other agreements and the Financing Order, (a) may proceed to perform any and all of theobligations 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 suchGrantor itself could, (b) shall have the right to use any Grantor’s rights under Intellectual Property Licenses in connection with the enforcement of Agent’srights 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 orhereafter covered by such licenses, and (c) except with respect to ULC Shares, shall have the right to request that any Equity Interests that are pledgedhereunder 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 ofsuch 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 Agentmay 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 orin 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 suchGrantor 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 theCollateral 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 inrespect of any Account of such Grantor; -31-(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 orother 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 ownname to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at therequest 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. Thispower 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, orcause performance of, such agreement, and the reasonable expenses of Agent incurred in connection therewith shall be payable, jointly and severally, byGrantors.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 Groupand 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 itsactual 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 anynecessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent shall be deemed to have exercised reasonable carein the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agentaccords 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 ofDefault, 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, orthat Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral of any Grantor directly, and any collectioncosts 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 Interestshereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States anddisposition 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. EachGrantor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understandsthat a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant tofederal 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, -32-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 anynationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered indetermining 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 tothe best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in acommercially reasonable manner. For greater certainty, the foregoing provision shall apply to ULC Shares only after a realization and re-registrationcontemplated 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 ownedby 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 rightto vote any of such Pledged Interests, each Grantor hereby appoints Agent, such Grantor’s true and lawful ATTORNEY-IN-FACT and IRREVOCABLEPROXY 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 ofshareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocableuntil 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 affectthe 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 theintention of Agent and each Grantor that neither Agent nor any member of the Lender Group or the Bank Product Providers should under any circumstancesprior 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 theregistered and beneficial owner of ULC Shares which are Collateral of such Grantor, such Grantor will remain the sole registered and beneficial owner of suchULC 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 BankProduct 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 itsown account any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of anycertificates 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 -33-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 notpledged 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 otherPerson other than the applicable Grantor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered orbeneficial), 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 ofthe 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 anyprovision 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 BankProduct Providers, as applicable, a member or shareholder of any ULC prior to such time, such provision shall be severed herefrom or therefrom and shall beineffective with respect to ULC Shares which are Collateral of any Grantor without otherwise invalidating or rendering unenforceable this Agreement orinvalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Grantor which is not ULC Shares. Except upon the exercise ofrights 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 BankProduct 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 registerof such Pledged Company; (c) be held out as shareholders or members of such Pledged Company; (d) receive, directly or indirectly, any dividends, propertyor other distributions from such Pledged Company by reason of Agent holding the Security Interests over the ULC Shares; or (e) act as a shareholder ormember of such Pledged Company, or exercise any rights of a shareholder or member including the right to attend a meeting of shareholders or members ofsuch 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 therequirements 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 remediesprovided 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 defaultunder the Code or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, Agentwithout demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or privatesale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximumextent 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 Agentand make it available to Agent at one or more locations where such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sellthe Collateral or any part thereof in one or -34-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 commerciallyreasonable. 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 applicableGrantor 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 specificallysuch notification shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Agent shall not beobligated to make any sale of Collateral regardless of notification of sale having been given. Agent may adjourn any public sale from time to time byannouncement 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 shallbe 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 shallconstitute 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 theterms 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 liabilityfor 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 underlicense, sublicense, or other agreements (including any Intellectual Property License), as it pertains to the Collateral, in preparing for sale, advertising for saleand 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 underapplicable law and without the requirement of notice to or upon any Grantor or any other Person (which notice is hereby expressly waived to the maximumextent 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 controlunder Section 9-104 of the Code or in Canada by registering a financing statement, instruct the bank maintaining such Deposit Account for the applicableGrantor 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’sLiens are perfected by control under Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicableGrantor 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 thatare 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 realizationupon 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 ofCollateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency. -35-(e) Each Grantor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that if an Event of Defaultshall 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 theappointment of a receiver, receiver-manager, manager or receiver and manager (each a “Receiver”) for the properties and assets of each Grantor, and eachGrantor 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 orother security posted by Agent. To the extent permitted by applicable law, any Receiver appointed by Agent shall (for purposes relating to responsibility for theReceiver’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 Grantorshall 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 notappointing 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 providedfor 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 shallbe cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement, the other Loan Documents andthe 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 thesimultaneous 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, orremedies.19. Marshaling. Agent shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or otherassurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particularorder, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and inaddition 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 anylaw 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 underany other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any ofthe Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives thebenefits 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 -36-Agreement) or any other Loan Document to which such Grantor is a party, except claims, losses or liabilities resulting from the gross negligence or willfulmisconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction. This provision shallsurvive 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 Expenseswhich Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon an Event ofDefault, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Loan Documents, (iii) theexercise 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 FINALAGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORALAGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of thisAgreement, 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 provisionof 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 atits address specified in the Credit Agreement, and to any of the Grantors at their respective addresses specified in the Credit Agreement or Guaranty, asapplicable, 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 havebeen paid in full in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (ii) be binding uponeach Grantor, and their respective successors and assigns, and (iii) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees andassigns. Without limiting the generality of the foregoing clause (iii), any Lender may, in accordance with the provisions of the Credit Agreement, assign orotherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon becomevested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Secured Obligations in accordance withthe provisions of the Credit Agreement and the expiration or termination of the Commitments, the Guaranty made and the Security Interest granted hereby shallterminate 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, -37-assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed anddelivered 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, northe 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 anyof them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of theCredit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless suchwaiver 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 beconstrued 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 anyCollateral 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, anyLien 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 ofthe 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 bereinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwiseaffect 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 inconnection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution anddelivery 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 oron 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 incorrectrepresentation 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 accruedinterest 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 solong 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, THERIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS,CONTROVERSIES OR DISPUTES ARISING HEREUNDER -38-OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OFTHE 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 THEFOLLOWING, THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT ANDTHE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BYAPPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, THAT ANY SUITSEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THECOURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHERPROPERTY MAY BE FOUND. EACH GRANTOR AND AGENT WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANYRIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANYPROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 25(b).(c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR AND AGENT HEREBY WAIVE THEIRRESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY ORINDIRECTLY 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 STATUTORYCLAIMS (EACH A “CLAIM”). EACH GRANTOR AND AGENT REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACHKNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THEEVENT 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 OFTHE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION ORPROCEEDING 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 CONCLUSIVEAND 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 ORPROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. -39-(e) NO CLAIM MAY BE MADE BY ANY GRANTOR AGAINST THE AGENT, ANY CO-COLLATERAL AGENT, THE SWINGLENDER, 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 OFLIABILITY 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 SUEUPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXISTIN ITS FAVOR.(f) IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY ORAGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH IN SECTION 25(c) ABOVE IS NOTENFORCEABLE IN SUCH PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS:(i) WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL BEDETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVILPROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLYENFORCEABLE. 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 ANCILLARYREMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS, OR PRELIMINARYINJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS ANDREMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTYTO 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 SHALLBE 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 OFCIVIL 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 PROVISIONALREMEDIES. -40-(iv) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER INWHICH THE REFERENCE PROCEEDING IS CONDUCTED INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OFPRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT TO THE COURSE OF THE REFERENCEPROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTEDWITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, ACOURT REPORTER SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTYMAKING 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 NOTPREVAIL, AS DETERMINED BY THE REFEREE.(v) THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BEENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, ANDSHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THESTATE OF CALIFORNIA.(vi) THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OFCALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THEREFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULDBE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALLREPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THEREFEREE SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE’SDECISION SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BYTHE COURT. THE FINAL JUDGMENT OR ORDER FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BEFULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.(vii) THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDINGPURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THEOPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY ANDFOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM THATARISES OUT OF OR IS RELATED TO THIS AGREEMENT. -41-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 thebenefit 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 separatecounterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but oneand the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally aseffective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile orother electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatismutandis.(b) Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceabilitywithout 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 anyspecific provision.(c) Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything containedin 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 theordinary 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, theprovisions 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 theSplit 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 hereunderwith 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 providescontrol of such Split Lien Collateral to the Term Loan Agent in accordance with the requirements of the corresponding provision of the applicable Split LienDocument.30. Canadian Interpretation. Where the context so requires (i) all terms defined in this Agreement by reference to the “Code” or the “Uniform CommercialCode” 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 forthe 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 theUniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the STA), (iii) allreferences in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogousdocuments used under applicable Canadian personal property security laws, (iv) all references to federal or state securities law of the United States shall bedeemed 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 theCanadian Intellectual Property Office; and (vii) all references to “Insolvency Proceeding” shall be deemed to refer also to any insolvency proceeding occurringin 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 firstabove written. GRANTORS: SCHOOL SPECIALTY, INC. By: /s/ Michael P. Lavelle Name: Title: CLASSROOMDIRECT.COM, LLC By: /s/ Michael P. Lavelle Name: Title: SPORTIME, LLC By: /s/ Michael P. Lavelle Name: Title: DELTA EDUCATION, LLC By: /s/ Michael P. Lavelle Name: Title: [SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT] CHILDCRAFT EDUCATION CORP. By: /s/ Michael P. Lavelle Name: Title: BIRD-IN-HAND WOODWORKS, INC. By: /s/ Michael P. Lavelle Name: Title: CALIFONE INTERNATIONAL, INC. By: /s/ Michael P. Lavelle Name: Title: FREY SCIENTIFIC, INC. By: /s/ Michael P. Lavelle Name: Title: SAX ARTS & CRAFTS, INC. By: /s/ Michael P. Lavelle Name: Title: SELECT AGENDAS, CORP. By: /s/ Michael P. Lavelle Name: Title: [SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT]AGENT: WELLS FARGO CAPITAL FINANCE, LLC, aDelaware limited liability company By: /s/ Laura Nickas Name: Laura Nickas Title: Vice President[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT]SCHEDULE 1toGUARANTY AND SECURITY AGREEMENT (WELLS)Commercial Tort ClaimsSchool Specialty, Inc. (“SSI”) v. RR Donnelley & Sons Company (“RRD”), U.S. Dist. Ct. E.D. Wis., Case No.1:12-CV-01034. SSI sued RRD for damagesin excess of $1 million resulting from a deficient printing job. The claim for direct damages in this matter is approximately $1 million. RRD counterclaimedagainst SSI for fraud in the inducement and breach of contract, claiming SSI concealed known problems with the inks RRD used for the printing job, andSSI breached its contract with RRD by cancelling purchase orders for additional work. RRD seeks damages in excess of $500,000. Litigation counsel believesthat this suit will yield a net payment to SSI.SCHEDULE 2toGUARANTY AND SECURITY AGREEMENT (WELLS)CopyrightsABC SCHOOL SUPPLY, INC. Claimant Title Reg. Number Reg. DateA B C School Supply, Inc. ABC School Supply, Inc. ... catalog TX0002189648 11/10/1987A B C School Supply, Inc. The Rainbow book of early learning materials TX0002282947 2/16/1988A B C School Supply, Inc. ABC puts the whole world in your hands TX0002189647 11/10/1987ABC School Supply, Inc. Parent lending library master guide TX0004131135 9/12/1995AUTOSKILL Claimant Title Reg. Number Reg. DateAutoskill, Inc. Autoskill Autonetwork. TXu001050042 9/25/2002Autoskill, Inc. Autoskill Autonetwork BV. TXu001050040 9/25/2002Autoskill, Inc. Autoskill : component reading subskills testingand training program. TX0001742632 1/27/1986Autoskill, Inc. Autoskill mathematics program (AMP) / writtenby Ernest James Foster, 1951-. TX0003452231 6/30/1992Autoskill, Inc. Incomnet Autonetwork. TXu001050041 9/25/2002Autoskill, Inc. Math program for ICON / Ernie Foster. TX0003452232 6/30/1992AutoSkill International, Inc. Academy of reading. TX0005151672 12/27/1999BECKLEY CARDY Claimant Title Reg. Number Reg. DateBeckley-Cardy Company Beckley-Cardy. Catalog IV, Early learning TX0001691988 11/4/1985Beckley-Cardy Company Beckley-Cardy. Catalogs II & III,Supplies/furniture/equipment/instructionalmaterials TX0001686703 11/4/1985Beckley-Cardy Company Beckley-Cardy. Catalogs II & III,Supplies/furniture/equipment/instructionalmaterials. TX0001689863TX0001689864 11/4/198511/4/1985Edgell Communications, Inc. Beckley-Cardy quarterly : general catalogsupplement. TX0002446722TX0002446720TX0002446718 12/8/198812/8/198812/8/1988Edgell Communications, Inc. Beckley-Cardy quarterly : general catalogsupplement. TX0003296388TX0003296387 4/27/19924/27/1992Edgell Communications, Inc. 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Goldenberg Dial-R for parents : activities for the child at homekeyed to the Dial-R assessment kit TX0002634081 8/15/1989Childcraft Education Corporation Childcraft—building minds and imaginations forthe growing years : 1990 TX0002787251 3/13/1990Childcraft Education Corporation Childcraft : the Growing Years, infants, earlychildhood, special ed school catalog TX0004140775 8/30/1995Childcraft Education Corporation Notice of grant security interest in copyrights V3437D211 6/28/1999Childcraft Education Corp Earth and Space SR0000611712 9/13/2007Childcraft Education Corp Inquiry SR0000611715 9/13/2007Childcraft Education Corp Life Science SR0000611714 9/13/2007Childcraft Education Corp Personal and Social Perspectives SR0000611711 9/13/2007Childcraft Education Corp Physical Science SR0000611710 9/13/2007Childcraft Education Corporation Let’s get cooking! / by Margot Hammond. TX0004742730 3/17/1998Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0001594688TX0002239795 3/15/19858/12/1985Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0001764297;TX0001889261 2/28/1986;8/21/1986Childcraft Education Corporation Just for Kids! : America’s favorite children’scatalog. TX0002124525 8/3/1987Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0002009649;TX0002124526 2/24/1987&8/3/1987Claimant Title Reg. Number Reg. DateChildcraft Education Corporation Just for Kids! : America’s favorite children’scatalog. TX0002326459;TX0002404103;TX0002404104;TX0002403577;TX0002407643;TX0002407644 2/8/1988;9/6/1988;9/6/1988;10/24/1988;10/24/1988Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0002319535;TX0002402995;TX0002404100;TX0002402994 2/8/1988;9/6/1988;9/6/1988;9/6/1988Childcraft Education Corporation Childcraft west : the Growing Years, infants,early childhood, special ed. school catalog TX0002486089 2/1/1989Childcraft Education Corporation Childcraft West—building minds andimaginations for the growing years : 1990 TX0002787252 3/13/1990Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0002537376;TX0002515392;TX0002714983;TX0002714984;TX0002714985;TX0002714986;TX0002714987 2/15/1989;2/15/1989;12/4/1989;12/4/1989;12/4/1989;12/4/1989;12/4/1989Childcraft Education Corporation Just for Kids! : America’s favorite children’scatalog TX0002501249;TX0002501669;TX0002501670;TX0002701220;TX0002701219;TX0002701218;TX0002701216;TX0002701217 2/2/1989;2/2/1989;2/2/1989;12/1/1989;12/1/1989;12/1/1989;12/1/1989;12/1/1989Childcraft, Inc. Childcraft : toys that teach : [catalog]. TX0002765767;TX0002765768;TX0002765769;TX0002765770 3/14/1990;3/14/1990;3/14/1990;3/14/1990Childcraft, Inc. Just for Kids! : America’s favorite children’scatalog TX0002765891;TX0002765766;TX0002765892;TX0002765893 3/14/1990;3/14/1990;3/14/1990;3/14/1990Childcraft Education Corp Celebrate Science Physical Science Set SR0000611710 9/13/2007CPO SCIENCE Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Air rocket : curriculum resource guide : force,motion and energy. TX0005661277 12/19/2002CPO Science, a division of Delta Education, LLC Atom building game : structure of the atom. TX0005643457 12/19/2002CPO Science, a division of Delta Education, LLC Bathymetric map with land topography : [World] VA0001264564 6/6/2004CPO Science, a division of Delta Education, LLC Car and ramp : force and motion. TX0005643458 12/19/2002CPO Science, a division of School Specialty CPO Science Earth Science Investigation Manual. 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TX0005653856 12/19/2002CPO Science, a division of Delta Education, LLC Foundations of physical science / Tom Hsu. TX0005659140 12/19/2002Claimant Title Reg. Number Reg. DateCPO Science Foundations of physical science with earth andspace science : blackline masters. TX0005817995 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science color teaching tools. TX0005872258 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science electronic book. TX0005872259 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science : Exam View Test Bank. TX0005817988 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science : skill and practice worksheets. TX0005817987 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science / Tom Hsu. TX0005776361 6/6/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace studies / Tom Hsu. TX0005800659 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical with earth and spacescience / Tom Hsu. TX0005803829 8/15/2003CPO Science, a division of Delta Education, LLC Foundations of physics. TX0006001517 6/6/2004CPO Science, a division of School Specialty Foundations of Physics 2nd Edition ExamviewTest Bank. TX0007388448 4/26/2011CPO Science, a division of School Specialty Foundations of Physics 2nd Edition InvestigationManual. TX0007388215 4/26/2011CPO Science, a division of School Specialty Foundations of Physics 2nd Edition Student TextBook. TX0007388362 4/26/2011CPO Science, a division of School Specialty Foundations of Physics 2nd Edition TeacherGuide. TX0007388274 4/26/2011CPO Science, a division of School Specialty Foundations of Physics 2nd Edition TeacherResource CD. TX0007388430 4/26/2011CPO Science, a division of Delta Education, LLC Foundations of physics : electronic book. TX0006052070 6/6/2004Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Foundations of physics ExamView Test Bank. TX0005993630 6/6/2004CPO Science, a division of Delta Education, LLC Foundations of physics : investigations / TomHsu. TX0005913042 1/16/2004CPO Science, a division of Delta Education, LLC Foundations of physics : teacher’s guide / TomHsu. TX0005994977 6/6/2004CPO Science, a division of Delta Education, LLC Foundations of physics / Tom Hsu. TX0005836561 8/19/2003CPO Science, a division of Delta Education, LLC Gears and levers : curriculum resource guide :gears levers and rotating machines. TX0005661280 12/19/2002CPO Science, a division of Delta Education, LLC Gravity drop : free fall and the gravity drop. TX0005643454 12/19/2002CPO Science, a division of Delta Education, LLC Integrated physics and chemistry ExamView testbank. TX0005835009 12/20/2002CPO Science, a division of Delta Education, LLC Integrated physics and chemistry investigations /Tom Hsu. TX0005803522 12/20/2002CPO Science, a division of Delta Education, LLC Integrated physics and chemistry : skill andpractice worksheets. TX0005659138 12/20/2002CPO Science, a division of Delta Education, LLC Integrated physics and chemistry : teacher’s guide/ Tom Hsu. TX0005659141 12/20/2002CPO Science, a division of Delta Education, LLC Integrated physics and chemistry / Tom Hsu. TX0005803523 12/20/2002CPO Science Integrated science : an investigative approach. TX0006173600 6/13/2005CPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :electronic book. TX0006166497 6/13/2005CPO Science, a division of Delta Education, LLC [Integrated science : an investigative approachexam view test bank] TX0006172772 6/13/2005CPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :Investigations. TX0006176273 6/13/2005CPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :teacher’s guide. TX0006191851 6/13/2005Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :teachers support CD-ROM. TX0006166495 6/13/2005CPO Science, a division of Delta Education, LLC Introduction to earth and space science. TX0005866196 9/19/2003CPO Science, a division of Delta Education, LLC Introduction to Earth and space science :investigations. / Tom Hsu. TX0005817939 8/15/2003on text; CPO Science, division of Delta Education, LLC Introduction to Earth and space science / TomHsu. TX0005776744 6/6/2003CPO Science, a division of Delta Education, LLC Introduction to earth and space science / Tom Hsu. TX0005786573 9/19/2003CPO Science, a division of Delta Education, LLC Light and optics : properties of light. TX0005643451 12/19/2002CPO Science, a division of Delta Education, LLC Marble launcher : curriculum resource guide :projectile motion. TX0005661278 12/19/2002CPO Science, a division of Delta Education, LLC Pendulum : harmonic motion. TX0005643450 12/19/2002CPO Science, a division of Delta Education, LLC Periodic puzzle : chemistry and the elements. TX0005643453 12/19/2002CPO Science, a division of Delta Education, LLC Periodic table tiles : curriculum resource guide :chemistry and the elements. TX0005661279 12/19/2002CPO Science, a division of Delta Education, LLC Physics a first course. TX0006141984 2/28/2005CPO Science, a division of School Specialty. Physics A First Course Electronic Book. TX0007235289 4/16/2008CPO Science, a division of Delta Education, LLC Physics : a first course electronic book. TX0006198516 6/13/2005CPO Science, a division of School Specialty. Physics A First Course Examview Test Bank. TX0007219868 12/16/2008CPO Science, a division of Delta Education, LLC Physics A First Course Exam View Test Bank TX0006183169 6/13/2005CPO Science, a division of School Specialty. Physics A First Course Investigation Manual TX0007219870 12/16/2008Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Physics a first course investigations. TX0006125083 2/24/2005CPO Science, a division of School Specialty. Physics A First Course Proplanner. TX0007235275 4/16/2008CPO Science, a division of School Specialty. Physics A First Course Student Text Book. TX0007235140 4/16/2008CPO Science, a division of School Specialty. Physics A First Course Teacher Guide. 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CPO Science Earth Science Electronic Book. TX0006937162 4/14/2008CPO Science, a division of School Specialty. CPO Science Earth Science Examview Test Bank. TX0006954526 4/14/2008CPO Science, a division of School Specialty. CPO Science Earth Science Lesson Organizer. TX0006937093 4/14/2008CPO Science, a division of School Specialty. CPO Science Earth Science Teacher Resource CD. TX0006937150 4/14/2008CPO Science, a division of School Specialty. CPO Science Earth Science Teaching Illustrations. TX0006937146 4/14/2008Claimant Title Reg. Number Reg. DateCPO Science, a division of School Specialty. Focus on Physical Science Exam View Test Bank. TX0007131667 4/14/2008CPO Science, a division of School Specialty. Focus on Physical Science Investigation Manual. TX0007131982 4/14/2008CPO Science, a division of School Specialty. Focus on Physical Science Lesson Organizer. TX0007131502 4/14/2008CPO Science, a division of School Specialty. Focus on Physical Science Spanish ComponentsCD. TX0007139267 4/14/2008CPO Science, a division of School Specialty. Focus on Physical Science Spanish ElectronicBook. TX0007137812 4/14/2008CPO Science, a division of School Specialty. Focus on Physical Science Spanish InvestigationManual. TX0007356040 4/14/2008CPO Science, a division of School Specialty. Focus on Physical Science Spanish Student TextBook. TX0007137830 4/14/2008CPO Science, a division of School Specialty. Focus on Physical Science Student Text Book. TX0007132216 4/14/2008CPO Science, a division of School Specialty. Focus on Physical Science Teacher Resource CD. TX0007137820 4/14/2008CPO Science, a division of School Specialty. Foundations of Physical Science 3rd EditionMultimedia DVD. TX0007391165 4/20/2011CPO Science, a division of School Specialty. Foundations of Physical Science 3rd EditionTeacher Resource CD. TX0007391151 4/20/2011CPO Science, a division of School Specialty. Physical, Earth, and Space Science ExamviewTest Bank. TX0007388979 4/26/2011CPO Science, a division of School Specialty. Physical, Earth, and Space Science InvestigationManual. TX0007389189 4/26/2011CPO Science, a division of School Specialty. Physical, Earth, and Space Science MultimediaDVD. TX0007392672 4/26/2011CPO Science, a division of School Specialty. Physical, Earth, and Space Science Student TextBook. TX0007389186 4/26/2011CPO Science, a division of School Specialty. Physical, Earth, and Space Science TeacherResource CD. TX0007392673 4/26/2011Claimant Title Reg. Number Reg. DateCPO Science, a division of School Specialty. Physical, Earth, and Space Science Teacher’sGuide. TX0007388873 4/26/2011CPO Science, a division of School Specialty. Physics A First Course Teacher Resource CD. TX0007229600 4/16/2008COP Science, a division of School Specialty. Focus on Life Science Teaching Illustrations. TX0007195147 4/14/2008DELTA Claimant Title Reg. Number Reg. DateDelta Education, LLC Beginnings: teacher’s guide/Herbert D. Their,Robert C. Knott TX0005877113 11/21/2003Delta Education Behavior of mealworms: teacher’s guide TX0002384470 7/8/1988Delta Education, LLC Butterflies and moths TX0005914419 2/10/2004Delta Education Butterflies and moths: teacher’s guide TX0002384468 11/1/1996Delta Education, Inc. Charge it! Static electricity: activity guide/by DeltaEducation; author, Richard Bollinger TX0004406415 11/1/1996Delta Education, Inc. Charge it! static electricity : activity journal / byDelta Education ; author, Richard Bollinger. TX0004406422 11/1/1996Delta Education Classroom plants : teacher’s guide. TX0002384473 7/8/1988Delta Education, Inc. Clear view of area and volume formulas :activities, visuals, masters. TX0004406667 2/19/1997Delta Education, LLC Color and light. TX0005914420 2/10/2004Delta Education, LLC Communities : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866655 11/21/2003Delta Education, Inc. Crystal creations : activity guide / author, CarolPrekker. TX0004406777 2/19/1997Delta Education Delta Science First Reader, Science and Literacyprogram Teacher’s Guide. TX0006898348 11/9/2007Claimant Title Reg. Number Reg. DateDelta Education Delta science module, erosion teacher’s guide. TX0006404994 6/28/2006Delta Education Delta science module, third edition : classroomplants : teacher’s guide. TX0006405648 6/28/2006Delta Education Delta science module, third edition : earth, moon,and sun : teacher’s guide. TX0006405649 6/28/2006Delta Education Delta science module, third edition : earthprocesses : teacher’s guide. TX0006405647 6/28/2006Delta Education Delta science module, third edition :electromagnetism : teacher’s guide. TX0006405651 6/28/2006Delta Education Delta science module, third edition : matter andchange : teacher’s guide. TX0006405646 6/28/2006Delta Education Delta science module, third edition : plant andanimal populations : teacher’s guide. TX0006405650 6/28/2006Delta Education Delta Science Modules, Third Ed., DNA: FromGenes to Proteins Teacher’s Guide. TX0006898345 11/9/2007Delta Education Delta Science Modules, Third Ed., EarthMovements, At Home Folio. TX0006897073 12/7/2007Delta Education Delta Science Modules, Third Ed., EarthMovements, At Home Folio (Spanish Edition) TX0006897105 12/7/2007Delta Education Delta Science Modules, Third Ed., EarthMovements Science Notebook. TX0006898338 11/9/2007Delta Education Delta Science Modules, Third Ed., EarthMovements Science Notebook, Spanish EditionDelta Science Modules, Third Edition. TX0006898340 11/9/2007Delta Education Delta Science Modules, Third Ed., Food Chainsand Webs, At Home Folio. TX0006897058 12/7/2007Delta Education Delta Science Modules, Third Ed., Food Chainsand Webs, At Home Folio (Spanish Edition) TX0006897064 12/7/2007Claimant Title Reg. Number Reg. DateDelta Education Delta Science Modules, Third Ed., Food Chainsand Webs Science Notebook. TX0006898323 11/9/2007Delta Education Delta Science Modules, Third Ed., Food Chainsand Webs Science Notebook, Spanish Edition. TX0006898320 11/9/2007Delta Education Delta Science Modules, Third Ed., Force andMotion, At Home Folio (Spanish Edition) TX0006897081 12/7/2007Delta Education Delta Science Modules, Third Ed., Force andMotion, At Horne Folio. TX0006897097 12/7/2007Delta Education Delta Science Modules, Third Ed., Force andMotion Science Notebook. TX0006898328 11/9/2007Delta Education Delta Science Modules, Third Ed., Force andMotion Science Notebook, Spanish Edition. TX0006898339 11/9/2007Delta Education Delta Science Modules, Third Ed., Using ScienceNotebooks Folio. TX0006897051 12/7/2007Delta Education Delta Science Reader, Astronomy. TX0006898342 11/9/2007Delta Education Delta Science Reader, Earth Movements Reader,Spanish Edition. TX0006898332 11/9/2007Delta Education Delta Science Reader, Electrical Connections DeltaScience Reader. TX0006898344 11/9/2007Delta Education Delta Science Reader, Food Chains and WebsReader, Spanish Edition. TX0006898327 11/9/2007Delta Education Delta Science Reader, Force and Motion Reader,Spanish Edition. TX0006898325 11/9/2007Delta Education, Inc. Detective lab : activity guide / by Delta Education; author, Richard Bollinger. TX0004406417 11/1/1996Delta Education, Inc. Detective lab : activity journal / by DeltaEducation ; author, Richard Bollinger. TX0004406416 11/1/1996Delta Education, LLC Dinosaurs and fossils. TX0005914416 2/10/2004Delta Education, LLC Discovery guide : body and senses : pre-K. TX0005699021 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Earth movements. TX0005913100 2/10/2004Delta Education, LLC Ecosystems : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866657 11/21/2003Delta Education, LLC Electrical circuits / [Sarah A. Maineri], seniorproject editor. TX0005748056 5/8/2003Delta Education Electrical circuits : teacher’s guide. TX0002384480 7/8/1988Delta Education, LLC Electrical circuits : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747210 5/9/2003Delta Education, Inc. Electromagnetism : activity guide / by DeltaEducation ; author, Sally Seehafer. TX0004406419 11/1/1996Delta Education Electromagnetism : teacher’s guide. TX0002384461 7/8/1988Delta Education, Inc. Energy & motion : activity guide / author, M. J.Lechner. TX0004410975 2/18/1997Delta Education, Inc. Energy & motion : activity journal. TX0004410976 2/18/1997Delta Education, LLC Energy sources : teacher’s guide / Herbert D.Thier, Robert C. Knott. TX0005877116 11/21/2003Delta Education, LLC Environments : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866659 11/21/2003Delta Education, LLC Finding the moon. TX0005748493 5/8/2003Delta Education, LLC Finding the Moon : teacher’s guide. TX0005792811 8/12/2003Delta Education Finding the moon : teacher’s guide / by GretchenM. Alexander. TX0002384476 7/8/1988Delta Education, LLC Flight and rocketry reader TX0005913098 2/10/2004Delta Education, Inc. Flight! gliders to jets : activity guide / by DeltaEducation ; author, Richard Bollinger. TX0004406420 11/1/1996Delta Education, LLC Food chaines and webs : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747206 5/9/2003Delta Education, LLC Food chains and webs / [Sarah A. Maineri],senior project editor. TX0005748057 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Force and motion : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747207 5/9/2003Delta Education From seed to plant : teacher’s guide. TX0002384472 7/8/1988Delta Education, Inc. Gears at work : activity guide / author, JoreenHendry. TX0004410977 2/18/1997Delta Education, Inc. Gears at work : activity journal / author, JoreenHendry. TX0004410978 2/18/1997Delta Education, Inc. Great sensations : smell, taste, touch : activityguide / author, Katy Z. Allen. TX0004423398 3/3/1997Delta Education, Inc. Great sensations : smell, taste, touch : activityjournal / author, Katy Z. Allen. TX0004423399 3/3/1997Delta Education, Inc. Great sensations : vision & hearing : activityguide / author, Kathy Z. Allen. TX0004410979 2/18/1997Delta Education, Inc. Great sensations : vision & hearing : activityjournal / author, Kathy Z. Allen. TX0004410973 2/18/1997Delta Education, LLC Hexagonoes exponents : level 1 : teacher guide. TX0005853766 11/21/2003Delta Education, LLC Hexagonoes exponents : level 2 : teacher guide. TX0005853767 11/21/2003Delta Education, LLC Hexagonoes percents : level 2 : teacher guide. TX0005853768 11/21/2003Delta Education, LLC Investigating water. TX0005913096 2/10/2004Delta Education Investigating water : teacher’s guide. TX0002384457 7/8/1988Delta Education Length and capacity : teacher’s guide / by D.Louis Finsand. TX0002384462 7/8/1988Delta Education Lenses and mirrors : teacher’s guide / prepared bythe National Learning Center. TX0002384463 7/8/1988Delta Education, LLC Life cycles : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005877115 11/21/2003Delta Education Looking at liquids : teacher’s guide. TX0002384458 7/8/1988Claimant Title Reg. Number Reg. DateDelta Education, Inc. Magnetic magic : activity journal / by DeltaEducation ; author, Richard Bollinger. TX0004406421 11/1/1996Delta Education, LLC Magnets. TX0005913097 2/10/2004Delta Education, LLC Material objects : teacher’s guide / Herbert D.Thier, Robert C. Knott. TX0005877114 11/21/2003Delta Education Measuring : teacher’s guide. TX0002384465 7/8/1988Delta Education Newton’s toy box : teacher’s guide. TX0006403251 6/28/2006Delta Education, LLC Observing an aquarium. TX0005914421 2/10/2004Delta Education, LLC Observing an aquarium : teacher’s guide. TX0005914412 2/10/2004Delta Education Observing an aquarium : teacher’s guide / byDeighton K. Emmons, Jr. TX0002384471 7/8/1988Delta Education, LLC Oceans. 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DateDelta Education Rocks and minerals : teacher’s guide / by BenWerner. TX0002384479 7/8/1988Delta Education, Inc. Seed mysteries : activity guide / author, Mary JoLechner. TX0004410972 2/18/1997Delta Education, Inc. Seed mysteries : activity journal / author, Mary JoLechner. TX0004410974 2/18/1997Delta Education, LLC Simple machines. TX0005699027 5/8/2003Delta Education Simple machines : teacher’s guide / by ElizabethFox. TX0002384481 7/8/1988Delta Education Sink or float? : teacher’s guide. TX0006403250 6/28/2006Delta Education Sink or float : teacher’s guide. TX0002384482 7/8/1988Delta Education, LLC Soil science. TX0005914417 2/10/2004Delta Education, LLC Solar system / [Sarah A. Maineri], senior projecteditor. TX0005748058 5/8/2003Delta Education, LLC Solar system : teacher’s guide / Sarah A. Maineri,senior project editor. TX0005747208 5/9/2003Delta Education, LLC Sound. TX0005913094 2/10/2004Delta Education, LLC Sound : teacher’s guide. TX0005914413 2/10/2004Delta Education Sound : teacher’s guide. TX0002384456 7/8/1988Delta Education, LLC Stages of matter : teacher’s guide. TX0005792812 8/12/2003Delta Education, LLC States of matter / [Sarah A. Maineri], seniorproject editor. TX0005748054 5/8/2003Delta Education States of matter : teacher’s guide / by MichaelWorosz. TX0002384464 7/8/1988Delta Education, LLC Sunshine and shadows. TX0005913093 2/10/2004Delta Education Sunshine and shadows : teacher’s guide. TX0002384477 7/8/1988Delta Education, LLC Using your senses / [Sarah A. Maineri], seniorproject editor. TX0005748059 5/8/2003Delta Education, LLc Using your senses : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747205 5/9/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Water cycle. TX0005914418 2/10/2004Delta Education, LLC Weather forecasting. TX0005699029 5/8/2003Delta Education Weather forecasting : teacher’s guide / by DeightonK. Emmons, Jr. TX0002384475 7/8/1988Delta Education, LLC Weather forecasting : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747209 5/9/2003Delta Education, LLC Weather instruments / [Sarah A. Maineri], seniorproject editor. TX0005748055 5/8/2003Delta Education Weather instruments : teacher’s guide / by LesterG. Paldy. TX0002384478 7/8/1988Delta Education, LLC Weather watching / [Sarah A. Maineri], seniorproject editor. TX0005748053 5/8/2003Delta Education Weather watching : teacher’s guide / by Lester G.Paldy. TX0002384474 7/8/1988Delta Education, Inc. Weather wise : activity guide / author, CeanneTzimopoulos. TX0004410969 2/18/1997Delta Education, Inc. Weather wise : activity journal / author, CeanneTzimopoulos. TX0004410970 2/18/1997Delta Education, Inc. Work : plane & simple : activity guide / author,Sally Gullatt Seehafer. TX0004410971 2/18/1997Delta Education, Inc. Work—plane and simple : activity guide / byDelta Education ; author, Sally Gullatt Seehafer. TX0004406418 11/1/1996Delta Education, LLC You and your body / [Sarah A. Maineri], seniorproject editor. TX0005748052 5/8/2003Delta Education, LLC You and your body : teacher’s guide. TX0005815686 8/12/2003Delta Education You and your body : teacher’s guide / by David R.Stronck. TX0002384466 7/8/1988Delta Education, Inc. Amazing air : DSM II teacher’s guide / NationalLearning Center. TX0004441524 1/9/1997Delta Education, Inc. Animal behavior : teacher’s guide. TX0004440867 1/9/1997Claimant Title Reg. Number Reg. DateDelta Education, Inc. Aquatic life mini-kit : equipment and guide toassist children in the exploration of an aquaticenvironment. TX0003739371 12/6/1993Delta Education, Inc. Beginnings : teacher’s guide : level K / Herbert D.Thier, Robert C. Knott. TX0003363130 6/3/1992Delta Education, Inc. Behavior of mealworms : Delta project cards /William R. Brown, Edwin P. White. TX0000957855 8/11/1982Delta Education, Inc. Body basics : activity guide. TX0004406456 11/1/1996Delta Education, Inc. Body basics : activity journal. TX0004406458 11/1/1996Delta Education, Inc. Brine shrimp : Delta project cards / William R.Brown, Edwin P. White. TX0000957849 8/11/1982Delta Education, Inc. Bubble science activity guide. TX0004406454 11/1/1996Delta Education, Inc. Bubble science activity journal. TX0004406453 11/1/1996Delta Education, Inc. Butterflies and moths : DSM II teacher’s guide. TX0004440180 1/9/1997Delta Education, Inc. Chemical interactions : teacher’s guide. TX0003842875 2/27/1995Delta Education, Inc. Classroom plants : teacher’s guide / editing JillFarinelli ; ill./art production Nancy Schoefl. TX0004442733 1/9/1997Delta Education, Inc. Clay boats : Delta project cards / William R.Brown, Edwin P. White. TX0000957850 8/11/1982Delta Education, Inc. Clear view of personal checking : simulations,activities, masters, visuals / author, Vicky L.Kouba. TX0004406666 2/19/1997Delta Education, Inc. Color and light : teacher’s guide. 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TX0003845929 6/24/1994Delta Education, Inc. Earth, moon, and sun : teacher’s guide /author[s], John G. Radzilowicz, 1952-, and JanM. Derby ; ill. Nancy Schoefl. TX0004442655 1/9/1997Delta Education, Inc. Earth movements : DSM II teacher’s guide. TX0004441527 1/9/1997Delta Education, Inc. Earth processes : teacher’s guide. TX0004440864 1/9/1997Delta Education, Inc. Earthworms : Delta project cards / William R.Brown, Edwin P. White. TX0000957851 8/11/1982Delta Education, Inc. Ecosystems. TX0003593418 6/21/1993Delta Education, Inc. Ecosystems : SCIS 3, teacher’s guide, level 6 /Robert C. Knott, Herbert D. Thier. TX0003690482 9/30/1993Delta Education, Inc. Electrical circuits : teacher’s guide / editingEditorial Services Plus ; ill./art production NancySchoefl. TX0004440927 1/9/1997Delta Education, Inc. Electrical connections : activity guide. TX0004406463 11/1/1996Delta Education, Inc. Electrical connections : teacher’s guide / author,Bob Roth. TX0003830396 3/31/1994Delta Education, Inc. Electromagnetism activity journal. TX0004409099 11/1/1996Delta Education, Inc. Electromagnetism : teacher’s guide. TX0004043755 2/27/1995Claimant Title Reg. Number Reg. DateDelta Education, Inc. Energy sources. TX0003602059 6/21/1993Delta Education, Inc. Environments. TX0003593419 6/21/1993Delta Education, Inc. Environments : teacher’s guide, level 4 / Robert C.Knott, Herbert D. Thier. TX0003690484 9/30/1993Delta Education, Inc. Erosion : teacher’s guide. TX0004043756 2/27/1995Delta Education, Inc. Exploring geometry : intermediate. TX0003423266 11/16/1992Delta Education, Inc. Exploring geometry : primary. TX0003423267 11/16/1992Delta Education, Inc. Exploring number relationships : intermediate. TX0003423265 11/16/1992Delta Education, Inc. Exploring probability / Fredda J. Friederwitzer,Barbara Berman, Beth Forrester. TX0003423216 11/16/1992Delta Education, Inc. Exploring probability : primary / Vicky L.Kouba. TX0003423215 11/16/1992Delta Education, Inc. Fast food for thought : Delta base 10 fries :teacher’s guide / Carole Reesink. TX0003627597 6/25/1993Delta Education, Inc. Fast Food for Thought : Delta Demimal Dog :teacher’s guide. TX0003485171 2/16/1993Delta Education, Inc. Fast food for thought : Delta fraction burger :teacher’s guide / Carole Reesink and Linda Frost. TX0003627596 6/25/1993Delta Education, Inc. Finding the moon : teacher’s guide. TX0004440865 1/9/1997Delta Education, Inc. Food chains and webs : DSM II teacher’s guide. TX0004441526 1/9/1997Delta Education, Inc. Fossil formations : activity guide. TX0004406459 11/1/1996Delta Education, Inc. Fossil formations : activity journal. TX0004406457 11/1/1996Delta Education, Inc. From seed to plant : teacher’s guide / editing DianaJ. Reno ; ill./art production Nancy Schoefl. TX0004446637 1/9/1997Delta Education, Inc. Fungi—small wonders : teacher’s guide. TX0003830394 3/31/1994Delta Education, Inc. Gases and “airs” : Delta project cards / William R.Brown, Edwin P. White. TX0000957853 8/11/1982Claimant Title Reg. Number Reg. DateDelta Education, Inc. I Can’t Believe It’s Math! : discovering classroommath in after-school activities / Mary AnnSchroeder, Marcay Burma-Washington TX0003567974 5/28/1993Delta Education, Inc. If shipwrecks could talk : teacher’s guide. TX0004440866 1/9/1997Delta Education, Inc. Insect life : teacher’s guide. TX0003933407 2/27/1994Delta Education, Inc. Interaction and systems. TX0003606743 6/21/1993Delta Education, Inc. Interaction and systems : teacher’s guide : level 2 /Herbert D. Thier, Robert C. Knott. TX0003363133 6/3/1992Delta Education, Inc. Investigating water : teacher’s guide / editingElizabeth Foy ; ill./art production Nancy Schoefl. TX0004440919 1/9/1997Delta Education, Inc. Length and capacity : teacher’s guide. TX0004442792 1/9/1997Delta Education, Inc. Lenses and mirrors : teacher’s guide / author, theNational Learning Center ; ill./art productionNancy Schoefl. TX0004442654 1/9/1997Delta Education, Inc. Life cycles. TX0003606744 6/21/1993Delta Education, Inc. Life cycles : teacher’s guide : level 2 / Herbert D.Thier, Robert C. Knott. TX0003363132 6/3/1992Delta Education, Inc. Looking at liquids : teacher’s guide / editingEditorial Services Plus ; ill./art production NancyP. Schoefl. TX0004440926 1/9/1997Delta Education, Inc. Magnet magic activity guide. TX0004409100 11/1/1996Delta Education, Inc. Magnets : teacher’s guide / author, Joreen Hendry. TX0003830397 3/31/1994Delta Education, Inc. Material objects. TX0003606739 6/21/1993Delta Education, Inc. Material objects : teacher’s guide : level 1 / HerbertD. Thier, Robert C. Knott. TX0003363134 6/3/1992Delta Education, Inc. Measuring : teacher’s guide / editing Elizabeth Foy; ill./art production Nancy Schoefl. TX0004440922 1/9/1997Claimant Title Reg. Number Reg. DateDelta Education, Inc. Newtons toy box : teacher’s guide / author,Carolyn Sumners. TX0003830398 3/31/1994Delta Education, Inc. Observing an aquarium : DSM II teacher’s guide. TX0004440179 1/9/1997Delta Education, Inc. Organisms. TX0003606742 6/21/1993Delta Education, Inc. Organisms : teacher’s guide : level 1 / Herbert D.Thier, Robert C. Knott. TX0003363131 6/3/1992Delta Education, Inc. Plant and animal life cycles : teacher’s guide /editing Kathy Z. Allen and Kathy Talmadge ;ill./art production Nancy P. Schoefl. TX0004440925 1/9/1997Delta Education, Inc. Plant and animal populations : teacher’s guide /editing Diana J. Reno ; ill./art production NancySchoefl. TX0004440924 1/9/1997Delta Education, Inc. Pollution : teacher’s guide. TX0003845509 6/24/1994Delta Education, Inc. Pond life : teacher’s guide. TX0003933406 2/27/1994Delta Education, Inc. Populations. TX0003606741 6/21/1993Delta Education, Inc. Populations : teacher’s guide : level 3 / Herbert D.Thier, Robert C. Knott. TX0003363136 6/3/1992Delta Education, Inc. Powders and crystals : teacher’s guide / editingDiana J. Reno ; ill./art production Nancy P.Schoefl. TX0004440921 1/9/1997Delta Education, Inc. Properties : teacher’s guide. TX0004442793 1/9/1997Delta Education, Inc. Relative position and motion : SCIS 3, teacher’sguide, level 4 / Herbert D. Thier, Robert C. Knott. TX0003690483 9/30/1993Delta Education, Inc. Rock origins : activity journal. TX0004411206 11/1/1996Delta Education, Inc. Rocks and minerals : teacher’s guide : a Deltascience module / editing Editorial Services Plus,copyediting Jill Farinelli ; design/production AnnV. Richardson ; ill./art production Nancy P.Schoefl ; cover design Nancy P. Schoefl. TX0003784217 3/31/1994Claimant Title Reg. Number Reg. DateDelta Education, Inc. Science in a Nutshell : flight! gliders to jets,activity journal. TX0004414313 11/1/1996Delta Education, Inc. Scientific theories. TX0003593417 6/21/1993Delta Education, Inc. Scientific theories. TX0003602057 6/21/1993Delta Education, Inc. SCIS 3 energy sources. TX0003577675 6/21/1993Delta Education, Inc. SCIS 3 relative position and motion. TX0003577674 6/21/1993Delta Education, Inc. Simple machines : teacher’s guide / editingEditorial Services Plus ; ill./art production NancyP. Schoefl. TX0004015686 2/27/1995Delta Education, Inc. Sink or float : Delta project cards / William R.Brown, Edwin P. White. TX0000957852 8/11/1982Delta Education, Inc. Sink or float? : teacher’s guide. TX0004446585 1/9/1997Delta Education, Inc. Small things and microscopes : teacher’s guide /author, Eileen Terrill ; contributors, JeanneDietsch, William Kennedy and Bradford Taylor ;ill. Phyllis Pittet and Susan Dunholter ;photography Paul McGuirk. TX0003864322 6/24/1994Delta Education, Inc. Soil science : DSM II teacher’s guide. TX0004441525 1/9/1997Delta Education, Inc. Solar energy : teacher’s guide. TX0003845510 6/24/1994Delta Education, Inc. Solar system : teacher’s guide / editing EditorialServices Plus and D. Louis Finsand ; ill./artproduction Nancy Schoefl. TX0004446638 1/9/1997Delta Education, Inc. Sound : teacher’s guide / editing Katy Z. Allen ;ill./art production Nancy Schoefl. TX0004440920 1/9/1997Delta Education, Inc. Sound vibrations : activity guide. TX0004406460 11/1/1996Delta Education, Inc. Sound vibrations : activity guide. TX0004406461 11/1/1996Delta Education, Inc. Sound vibrations : activity guide. TX0004406462 11/1/1996Delta Education, Inc. States of matter : teacher’s guide / editing Katy Z.Allen ; ill./art production Nancy Schoefl. TX0004446636 1/9/1997Claimant Title Reg. Number Reg. DateDelta Education, Inc. Strings & musical instruments : Delta projectcards / William R. Brown, Edwin P. White. TX0000957856 8/11/1982Delta Education, Inc. Subsystems and variables. TX0003606740 6/21/1993Delta Education, Inc. Subsystems and variables : teacher’s guide : level3 / Herbert D. Thier, Robert C. Knott. TX0003363135 6/3/1992Delta Education, Inc. Sunshine and shadows : teacher’s guide / editingKaty Z. Allen ; ill./art production Nancy Schoefl. TX0004446642 1/9/1997Delta Education, Inc. Water cycle : teacher’s guide / editing Kathy Z.Allen ; ill./art production Nancy Schoefl. TX0004446639 1/9/1997Delta Education, Inc. Weather forecasting : teacher’s guide / editingEditorial Services Plus ; ill./art production NancySchoefl. TX0004446640 1/9/1997Delta Education, Inc. Weather instruments : teacher’s guide. TX0004440861 1/9/1997Delta Education, Inc. Weather watching : teacher’s guide / editing JillFarinelli ; ill./art production Nancy Schoefl. TX0004446641 1/9/1997Delta Education, Inc. Whistles : Delta project cards / William R.Brown, Edwin P. White. TX0000957854 8/11/1982Delta Education, Inc. You and your body : teacher’s guide. TX0003830395 3/31/1994Delta Education, LLC About me. TX0006236193 9/30/2005Delta Education, LLC Addition & subtraction student activity guide :no. 550-3530. TX0005751741 5/8/2003Delta Education, LLC Addition & subtraction : teacher’s guide. TX0005752801 5/8/2003Delta Education, LLC Algebra : grades 3-4, student activity guide. TX0005698998 5/8/2003Delta Education, LLC Algebra : grades 5-6, student activity guide. TX0005698994 5/8/2003Delta Education, LLC Algebra teacher’s guide : grades 3-4. TX0005751730 5/8/2003Delta Education, LLC Algebra teacher’s guide : grades 5-6. TX0005751729 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Animal observatory : activity guide. TX0005827574 8/12/2003Delta Education, LLC Animal observatory : activity journal. TX0005827531 8/23/2003Delta Education, LLC Animals. TX0006203855 7/28/2005Delta Education, LLC Area and volume formulas teacher’s guide. TX0005854001 11/21/2003Delta Education, LLC Base Ten Fries : math activities for Base TenFries. TX0005866681 11/21/2003Delta Education, LLC Body basics : activity journal. TX0005827635 8/13/2003Delta Education, LLC Breaking earth’s hold : activity guide. TX0005827561 8/12/2003Delta Education, LLC Breaking earth’s hold : activity journal. TX0005827540 8/12/2003Delta Education, LLC Bubble science : activity guide. TX0005827624 8/12/2003Delta Education, LLC Bubble science : activity journal. TX0005827633 8/12/2003Delta Education, LLC Butterflies and moths : teacher’s guide. TX0005914936 2/10/2004Delta Education, LLC Charge it! static electricity : activity guide. TX0005827625 8/12/2003Delta Education, LLC Charge it! static electricity : activity journal. TX0005827636 8/12/2003Delta Education, LLC Clear View—graphing : grades 5-8, teacher’sguide : overhead transparencies, activity masters. TX0005876336 11/21/2003Delta Education, LLC Clear view of decimals : activities, masters,visuals, applications. TX0005876337 11/21/2003Delta Education, LLC Clear view of fractions : activities, masters,visuals, applications. TX0005866615 11/21/2003Delta Education, LLC Clear view of percent : activities, masters,visuals, applications. TX0005876334 11/21/2003Delta Education, LLC Clear view of personal checking : simulations,activities, masters, visuals. TX0005876338 11/21/2003Delta Education, LLC Clear view of tessellations : activities, masters,visuals. TX0005866614 11/21/2003Delta Education, LLC Clear view ratio & proportion. TX0005876330 11/21/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Clever levers : activity guide. TX0005827580 8/12/2003Delta Education, LLC Clever levers : activity journal. TX0005827583 8/12/2003Delta Education, LLC Color and light : teacher’s guide. TX0005920199 2/10/2004Delta Education, LLC Crystal creations : activity guide. TX0005827618 8/12/2003Delta Education, LLC Crystal creations : activity journal. TX0005827616 8/12/2003Delta Education, LLC Data analysis and probability student activityguide / written by Eve Laubner Thibodeau ;editor, Kathryn S. Daniel ; graphic artist, JanisRattet ; illustrator, Laurel Aiello. TX0005748234 5/8/2003Delta Education, LLC Data analysis and probablilty teacher’s guide : no.450-3563. TX0005751739 5/8/2003Delta Education, LLC Decimal Dog : math activities for the Decimal Dog. TX0005866680 11/21/2003Delta Education, LLC Delta science module / by Ana Costa. TX0005808261 8/12/2003Delta Education, LLC Delta science module : from seed to plant. TX0005808265 8/12/2003Delta Education, LLC Delta science module : plant and animla life cycles TX0005808263 8/12/2003Delta Education, LLC Delta science module : properties. TX0005808262 8/12/2003Delta Education, LLC Delta science module : simple machines. TX0005808264 8/12/2003Delta Education, LLC Delta science module, third edition : matter andchange. TX0006236223 9/30/2005Delta Education, LLC Destination, moon : activity guide. TX0005827581 8/12/2003Delta Education, LLC Destination moon : activity journal. TX0005827524 8/12/2003Delta Education, LLC Detective lab : activity guide. TX0005827634 8/12/2003Delta Education, LLC Detective lab : activity journal. TX0005827638 8/12/2003Delta Education, LLC Dinosaurs and fossils : teacher’s guide. TX0005920198 2/10/2004Delta Education LLC Discovery guide dinosaurs : pre-K. TX0005752836 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education LLC Discovery guide : health and nutrition : pre-K. TX0005752843 5/8/2003Delta Education LLC Discovery guide : insects and spiders : pre-K. TX0005752839 5/8/2003Delta Education LLC Discovery guide : oceans : pre-K. TX0005752838 5/8/2003Delta Education LLC Discovery guide : trees : pre-K. TX0005752837 5/8/2003Delta Education LLC Discovery guide : weather : pre-K. TX0005752842 5/8/2003Delta Education, LLC Earth. TX0006226019 7/28/2005Delta Education, LLC Earth & sun : activity guide. TX0005827549 8/12/2003Delta Education, LLC Earth & sun : activity journal. TX0005827550 8/12/2003Delta Education, LLC Earth movements : teacher’s guide. TX0005914938 2/10/2004Delta Education, LLC Earth processes. TX0006203858 7/28/2005Delta Education, LLC Electrical connections : activity guide. TX0005827564 8/12/2003Delta Education, LLC Electrical connections : activity journal. TX0005827631 8/12/2003Delta Education, LLC Electromagnetism : activity guide. TX0005827575 8/12/2003Delta Education, LLC Electromagnetism : activity journal. TX0005827614 8/12/2003Delta Education, LLC Energy & motion : activity guide. TX0005827563 8/12/2003Delta Education, LLC Energy & motion : activity journal. TX0005827629 8/12/2003Delta Education, LLC Feast of fractions : math activities for the FractionBurger. TX0005866682 11/21/2003Delta Education, LLC Flight and rocketry : teacher’s guide. TX0005914937 2/10/2004Delta Education, LLC Flight! gliders to jets : activity guide. TX0005827578 8/12/2003Delta Education, LLC Flight! gliders to jets : activity journal. TX0005827615 8/12/2003Delta Education, LLC Flowering plants : activity guide. TX0005827528 8/12/2003Delta Education, LLC Flowering plants : activity journal. TX0005827559 8/12/2003Delta Education, LLC Force and motion. TX0005698992 5/8/2003Delta Education, LLC Fossil formations : activity guide. TX0005827639 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Fossil formations : activity journal. TX0005827619 8/12/2003Delta Education, LLC Fraction Burger : math activities for the FractionBurger. TX0005866683 11/21/2003Delta Education, LLC Fraction concepts : student activity guide. TX0005698997 5/8/2003Delta Education, LLC Fraction concepts teacher’s guide : no. 450-3366. TX0005751738 5/8/2003Delta Education, LLC Fractions and decimals student activity guide : no.550-3541. TX0005751743 5/8/2003Delta Education, LLC Fractions and decimals teacher’s guide : no. 450-3399. TX0005751745 5/8/2003Delta Education, LLC From seed to plant. TX0005752831 5/8/2003Delta Education, LLC Gases : activity journal. TX0005827530 8/12/2003Delta Education, LLC Gasses : activity guide. TX0005827573 8/23/2003Delta Education, LLC Gears at work : activity guide. TX0005827626 8/12/2003Delta Education, LLC Gears at work : activity journal. TX0005827623 8/12/2003Delta Education, LLC Geometry student activity guide : grades 3-4. TX0005751725 5/8/2003Delta Education, LLC Geometry teacher’s guide : grades 3-4. TX0005751726 5/8/2003Delta Education, LLC Geometry teacher’s guide : grades 5-6. TX0005751734 5/8/2003Delta Education, LLC Graphing : grades 1-3, teacher’s guide. TX0005876335 11/21/2003Delta Education, LLC Hexagonoes addition and subtraction : level 2,teacher guide. TX0005867049 11/21/2003Delta Education, LLC Hexagonoes base ten : teacher guide. TX0005867050 11/21/2003Delta Education, LLC Hexagonoes fractions with Delta’s Fraction Burger: teacher guide. TX0005867054 11/21/2003Delta Education, LLC Hexagonoes money : teacher guide. TX0005867052 11/21/2003Delta Education, LLC Hexagonoes multiplication : level 1, teacher guide. TX0005867055 11/21/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Hexagonoes order of operations : teacher guide. TX0005867053 11/21/2003Delta Education, LLC Hexagonoes patterns : teacher guide. TX0005867057 11/21/2003Delta Education, LLC Hexagonoes percents : level 1, teacher guide. TX0005867048 11/21/2003Delta Education, LLC Hexagonoes ratio & proportion : level 2, teacherguide. TX0005867056 11/21/2003Delta Education, LLC Hexagonoes scientific notation : teacher guide. TX0005867051 11/21/2003Delta Education, LLC How do we learn? TX0006203857 7/28/2005Delta Education, LLC Human machine : activity guide. TX0005827572 8/12/2003Delta Education, LLC Human machine : activity journal. TX0005827558 8/12/2003Delta Education, LLC Interaction and systems : Delta Education SCIS3+ : level 2 : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005832399 11/21/2003Delta Education, LLC Investigating water : teacher’s guide. TX0005914935 2/10/2004Delta Education, LLC Is it alive? : activity guide TX0005827525 8/12/2003Delta Education, LLC Is it alive? : activity journal. TX0005827582 8/12/2003Delta Education, LLC Liquids : activity guide. TX0005827584 8/12/2003Delta Education, LLC Liquids : activity journal. TX0005827548 8/12/2003Delta Education, LLC Magnet magic : activity guide. TX0005827576 8/12/2003Delta Education, LLC Magnet magic : activity journal. TX0005827622 8/13/2003Delta Education, LLC Magnets : teacher’s guide. TX0005914934 2/10/2004Delta Education, LLC Material objects : Delta Education SCIS 3+. TX0005867363 11/21/2003Delta Education, LLC Math tune-ups : addition and subtraction :teacher’s guide : games specially created to practiceand review basic facts and skills. TX0005748060 5/8/2003Claimant Title Reg. Number Reg. 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TX0005698993 5/8/2003Delta Education, LLC Metric tools teacher’s guide : no. 450-3552. TX0005751736 5/8/2003Delta Education, LLC Microworlds : activity guide. TX0005827586 8/12/2003Delta Education, LLC Microworlds : activity journal. TX0005827539 8/12/2003Delta Education, LLC Money : student activity guide. TX0005698996 5/8/2003Delta Education, LLC Money teacher’s guide : no. 450-3377. TX0005751744 5/8/2003Delta Education, LLC Multiplication and division student activity guide: no. 550-3728. TX0005751742 5/8/2003Delta Education, LLC Multiplication and division teacher’s guide : no.450-3530. TX0005751735 5/8/2003Delta Education, LLC Newton’s toy box. TX0006203859 7/28/2005Claimant Title Reg. Number Reg. DateDelta Education, LLC Oceans alive! : activity guide. TX0005827543 8/12/2003Delta Education, LLC Oceans alive! : activity journal. TX0005827571 8/12/2003Delta Education, LLC Oceans in motion : activity guide. TX0005827551 8/12/2003Delta Education, LLC Oceans in motion : activity journal. TX0005827569 8/12/2003Delta Education, LLC One & only you : activity guide. TX0005827557 8/12/2003Delta Education, LLC One & only you : activity journal. TX0005827538 8/12/2003Delta Education, LLC Organisms : Delta Education SCIS 3+. TX0005867362 11/21/2003Delta Education, LLC Our changing earth : activity guide. TX0005827533 8/12/2003Delta Education, LLC Our changing earth : activity journal. TX0005827545 8/12/2003Delta Education, LLC Peek inside you : activity guide. TX0005827587 8/12/2003Delta Education, LLC Peek inside you : activity journal. TX0005827532 8/12/2003Delta Education, LLC Physical and chemical changes : activity guide. TX0005827585 8/12/2003Delta Education, LLC Physical and chemical changes : activity journal. TX0005827526 8/12/2003Delta Education, LLC Planets & stars : activity guide. TX0005827522 8/12/2003Delta Education, LLC Planets & stars : activity journal. 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TX0005751732 5/8/2003Delta Education, LLC Problem solving teacher’s guide : grades 5-6. TX0005751731 5/8/2003Delta Education, LLC Properties. TX0005752832 5/8/2003Delta Education, LLC Pulley power : activity guide. TX0005827562 8/12/2003Delta Education, LLC Pulley power : activity journal. TX0005827547 8/12/2003Delta Education, LLC Ratio, proportion, and percent student activityguide / editor, Eve Laubner Thibodeau ; writer,Robert W. Smith ; graphic artist, J. M. Rattet ;illustrator, Nancy Schoefl. TX0005748237 5/8/2003Delta Education, LLC Ratio, proportion, and percent student activityguide / editor, Eve Laubner Thibodeau ; writer,Robert W. Smith ; graphic artist, J. M. Rattet ;illustrator, Nancy Schoefl. TX0005748236 5/8/2003Delta Education, LLC Ratio, proportion, and percent teacher’s guide : no.450-3541. TX0005751740 5/8/2003Delta Education, LLC Reasoning with patterns teacher’s guide : grades 1-3. TX0005876333 11/21/2003Delta Education, LLC Rock origins : activity guide. TX0005827577 8/12/2003Delta Education, LLC Rock origins : activity journal. TX0005827568 8/12/2003Delta Education, LLC Rocks and minerals. TX0005913101 2/10/2004Delta Education, LLC Rocks and minerals : teacher’s guide. TX0005920197 2/10/2004Delta Education, LLC Science in a nutshell : weather wise activity guide. TX0005806904 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Scientific theories : Delta Education SCIS 3+ :level 6 : teacher’s guide / Herbert D. Thier, RobertC. Knott. TX0005832400 11/21/2003Delta Education, LLC SCIS 3+ communites : student journal. TX0005876161 11/21/2003Delta Education, LLC SCIS 3+ ecosystems : student journal. TX0005876166 11/21/2003Delta Education, LLC SCIS 3+ energy sources : student journal. TX0005876165 11/21/2003Delta Education, LLC SCIS 3+ environments : student journal. TX0005876168 11/21/2003Delta Education, LLC SCIS 3+ interaction and systems : student journal. 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TX0005698995 5/8/2003Delta Education, LLC Time teacher’s guide : no. 450-3355. TX0005751737 5/8/2003Delta Education, LLC Vision & hearing : activity guide. TX0005827566 8/12/2003Delta Education, LLC Vision & hearing : activity journal. TX0005827637 8/12/2003Delta Education, LLC Water cycle : activity guide. TX0005827535 8/12/2003Delta Education, LLC Water cycle : activity journal. TX0005827536 8/12/2003Delta Education, LLC Water cycle : teacher’s guide. TX0005805186 2/10/2004Delta Education, LLC Water physics : activity guide. TX0005827537 8/12/2003Delta Education, LLC Water physics : activity journal. TX0005827620 8/12/2003Delta Education, LLC Weather. TX0006203792 7/28/2005Delta Education, LLC Weather watching : teacher’s guide. TX0005810349 8/12/2003Delta Education, LLC Weather wise : activity journal. TX0005827630 8/12/2003Delta Education, LLC Wheels at work : activity guide. TX0005827546 8/12/2003Delta Education, LLC Wheels at work : activity journal. TX0005827544 8/12/2003Delta Education, LLC Where is it? is it moving? TX0006236195 9/30/2005Delta Education, LLC Work plane & simple : activity guide. TX0005827565 8/12/2003Delta Education, LLC Work plane & simple : activity journal. TX0005827628 8/12/2003Claimant Title Reg. Number Reg. DateDelta Educaion Electromagnetism reader TX0006403153 6/26/2006Delta Educaion Plant and animal population reader TX0006403154 6/26/2006Delta Educaion Erosion reader TX0006403155 6/26/2006Delta Educaion Plants reader TX0006403156 6/26/2006Delta Educaion Matter TX0006403157 6/26/2006Delta Educaion Sink or float? Reader TX0006403158 6/26/2006Delta Educaion Earth, moon, and sun reader TX0006403159 6/26/2006Delta Educaion DNA : from genes to protein reader TX0006403160 6/26/2006Rand McNally & Company Subsystems and variables : (level 3), teacher’sguide TX0000277639 7/10/1979Rand McNally & Company Ecosystems : (level 6), teacher’s guide TX0000277640 7/10/1979Rand McNally & Company Communities : level 5 : teacher’s guide TX0000279334 7/10/1979Rand McNally & Company Organisms : level 1 : teacher’s guide TX0000279335 7/10/1979Rand McNally & Company Scientific theories : level 6 : teacher’s guide TX0000279336 7/10/1979Rand McNally & Company Life cycles : level 2 :teacher’s guide TX0000279337 7/10/1979Rand McNally & Company Energy sources : level 5 : teacher’s guide TX0000285176 7/10/1979Rand McNally & Company Populations : level 3 : teacher’s guide TX0000285177 7/10/1979Rand McNally & Company Interactions and systems : level 2 : teacher’s guide TX0000285178 7/10/1979Rand McNally & Company Environments : level 4 : teacher’s guide TX0000285179 7/10/1979Rand McNally & Company Material objects : level 1 : teacher’s guide TX0000285180 7/10/1979Rand McNally & Company Relative position and motion : level 4 : teacher’sguide TX0000285181 7/10/1979Rand McNally & Company Beginnings : kindergarten or preschool : teacher’sguide TX0000285182 7/10/1979Claimant Title Reg. Number Reg. DateRand McNally & Company Energy sources TX0000334304 9/17/1979Rand McNally & Company Scientific theories TX0000334305 9/17/1979Rand McNally & Company Materials objects TX0000334306 9/17/1979Rand McNally & Company Interaction and systems TX0000334307 9/17/1979Rand McNally & Company Subsystems and variables TX0000334308 9/17/1979Rand McNally & Company Relative position and motion TX0000334309 9/17/1979Rand McNally & Company Ecosystems TX0000334310 9/17/1979Rand McNally & Company Communities TX0000334311 9/17/1979Rand McNally & Company Environments TX0000334312 9/17/1979Rand McNally & Company Populations TX0000334313 9/17/1979Rand McNally & Company Life cycles TX0000334314 9/17/1979Rand McNally & Company Organisms TX0000336509 9/17/1979EDUCATORS PUBLISHING SERVICE Claimant Title Reg Number Reg DateEducators Publishing Serivice [sic], Inc. Challenge in phonic skills, Chips, adevelopmental phonics bingo game / Lenore Millerand Caroline Peck. 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Blackline Masters for Instruction andAssessment Level 3 TX0007561189 6/13/2012Claimant Title Reg. Number Reg. DateSchool Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 4 TX0007561187 6/13/2012School Specialty, Inc. S.P.I.R.E. Workbook Level 7 TX0007561206 6/13/2012School Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 7 PendingSchool Specialty, Inc. Content-Area Vocabulary Builder TX0007561276 5/23/2011SPEECH BIN Claimant Title Reg. Number Reg. DateSpeech Bin, Inc. Lilac : Lessons for inclusive language activities inthe classroom / Gail Raymond & Aileen C. Lau-Dickinson. TX0004450525 1/23/1997Speech Bin, Inc. Living skills for the brain-injured child &adolescent / Julie M. Buxton and Kelly B.Godfrey. TX0005027304 8/9/1999Speech Bin, Inc. Plaid : Practical lessons for apraxia withillustrated drills / Brenda Dell Lark Whisonant ;Robert Whisonant, illustrator. TX0004450530 1/23/1997Speech Bin, Inc. 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TX0003740044 2/1/1994Speech Bin, Inc. What is auditory processing? / Susan Bell. TX0003721616 2/1/1994Speech Bin, Inc. What is dementia? / Mary Jo Santo Pietro. TX0005027090 8/9/1999SPORTIME Claimant Title Reg. Number Reg. DateSelect Service & Supply d.b.a Sportime International Bean bag bears. VAu000425885 3/5/1998Select Service & Supply d.b.a Sportime International Bean bag bunnies. VA0000884346 10/21/1997Select Service & Supply d.b.a Sportime International Bean bag frogs. VA0000875777 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag gorillas. VA0000875779 10/6/1997Claimant Title Reg. Number Reg. DateSelect Service & Supply d.b.a Sportime International Bean bag hippo. VA0000875780 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag pig. VA0000875778 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag triceratops. VAu000425884 3/5/1998Select Service & Supply d.b.a Sportime International Bean bag turtles. VA0000908300 10/24/1997Select Service & Supply d.b.a Sportime International Bean bag tyrannosaurus. VAu000425886 3/5/1998Sportime, LLC Hands-On basketball. VA0000932992 6/12/1998SCHEDULE 3toGUARANTY AND SECURITY AGREEMENT (WELLS)Intellectual Property LicensesAgreement, dated September 21, 1995, between The Regents of the University of California and School Specialty, Inc. (as successor to Delta Education,LLC, as successor to Delta Education, Inc., as successor to Encyclopedia Britannica Educational Corporation); as amended April 17,1996, December 3,1999, February 7, 2000, July 31, 2001, May 14, 2003, March 6, 2007 and January 1, 2008.SCHEDULE 4toGUARANTY AND SECURITY AGREEMENT (WELLS)Patents Title Country App. No. Filing Date Pat. No. Issue Date Status Bus. Unit / OwnerBIN AND BAY SHELVING AND STORAGE UNIT United States D437,706 02/20/01 Granted Childcraft Education CorpDUAL SURface BALL United States 29/151,190 10/22/01 D478367 08/12/03 Granted School Specialty, Inc.ART TABLE United States 10/068,439 02/05/02 6694893 02/24/04 Granted Childcraft Education CorpCOAT RACK AND STORAGE UNIT United States D436,263 01/16/01 Granted Childcraft Education CorpROLLING BIN United States D423,171 04/18/00 Granted Childcraft Education CorpART TABLE United States D423,254 04/25/00 Granted Childcraft Education CorpROOM DIVIDER United States D423,825 05/02/00 Granted Childcraft Education CorpHANDLES IN A PAIR OF SWINGING DOORS United States D429,097 08/08/00 Granted Childcraft Education CorpTOY REFRIGERATOR HAVING AN ACTIVITYSURface United States 09/479,004 01/07/00 6171173 01/09/01 Granted Childcraft Education CorpMETHOD OF TEACHING READING (ii) United States 11/511,473 08/29/06 Published School Specialty, Inc.CORNER MOULDING AND IMPROVEDCORNER CONSTRUCTION United States 09/263,751 03/05/99 6352382 03/05/02 Granted Childcraft Education CorpCHAIR United States D470,320 02/18/03 Granted Childcraft Education CorpTitle Country App. No. Filing Date Pat. No. Issue Date Status Bus. Unit / OwnerCHAIR United States D471,730 03/18/03 Granted Childcraft Education CorpMETHOD OF TEACHING READING United States 09/726,550 12/01/00 6544039 04/08/03 Granted School Specialty, Inc.METHOD OF TEACHING READING Canada 12/01/00 2327241 06/10/08 Granted School Specialty, Inc.EDUCATIONAL GAME United States 29/241,872 11/01/05 D538,856 03/20/07 Granted School Specialty, Inc.TRAINING DEVICE United States 29/240,540 10/14/05 D537,119 02/20/07 Granted Sportime, LLCTRAINING DEVICE United States 11/365,973 03/01/06 7618358 11/17/09 Granted Sportime, LLCCORNER MOULDING AND IMPROVEDCORNER CONSTRUCTION United States 09/263,751 03/05/99 6176637 01/23/01 Granted Childcraft Education CorpSCHEDULE 5toGUARANTY AND SECURITY AGREEMENT (WELLS)Pledged Companies Name of Grantor Name of Pledged Company Number ofShares/UnitsOwned Class ofInterests Percentageof ClassOwned Percentageof ClassPledged CertificateNos.School Specialty, Inc. Classroom Direct.com, LLC 1 N/A 100% 100% 1School Specialty, Inc. Childcraft Education Corp. 1,000 Common 100% 100% 2Childcraft Education Corp. Bird-in-Hand Woodworks, Inc. 5 common 100% 100% 2School Specialty, Inc. Frey Scientific, Inc. 100 Common 100% 100% 1School Specialty, Inc. Sportime, LLC 100% N/A 100% 100% 005School Specialty, Inc. Sax Arts & Crafts, Inc. 100 Common 100% 100% 1School Specialty, Inc. Premier Agendas, Inc. 11,200 Common 100% 100% 52School Specialty, Inc. Select Agendas, Corp. 1000 Common 100% 65% 1School Specialty, Inc. Califone Internationl, Inc. 100 Common 100% 100% 1School Specialty, Inc. Delta Education, LLC 100 N/A 100% 100% 1School Specialty, Inc. Premier School Agendas, Ltd. 100 Unlimitedcommon shares 100% 65% 003School Specialty, Inc. Carson-Dellosa Publishing, LLC 3500 Units 35% 100% 5SCHEDULE 6toGUARANTY AND SECURITY AGREEMENT (WELLS)TrademarksUnited States Trademarks Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing Date1ST & Design Premier Agendas, Inc. Registered 1753883 23-Feb-1993 610 Califone International, Inc. Registered 4091042 85/354,375 24-Jan-2012 23-Jun-2011ABC Childcraft Education Corp Registered 3264692 78/922,715 17-Jul-2007 05-Jul-2006ABC School Specialty, Inc. Pending 85/739,308 26-Sep-2012ABC School Specialty, Inc. Pending 85/744,810 03-Oct-2012ABC School Specialty, Inc. Pending 85/752,878 12-Oct-2012ABC School Specialty, Inc. Pending 85/758,695 19-Oct-2012ABC School Specialty, Inc. Pending 85/764,916 26-Oct-2012ABC SCHOOL SUPPLY Childcraft Education Corp Registered 2298368 07-Dec-1999 ABC WHERE EDUCATION MEETSIMAGINATION and Design Childcraft Education Corp Registered 2338224 04-Apr-2000 ABILITATIONS Sportime, LLC Registered 1741976 74/265,815 22-Dec-1992 15-Apr-1992ACADEMY OF MATH School Specialty, Inc. Registered 2757555 78/107,494 26-Aug-2003 07-Feb-2002ACADEMY OF READING Registered 2713411 76/433,433 06-May-2003 23-Jul-2002AGENDA MATE Premier Agendas, Inc. Registered 2161267 02-Jun-1998 AUTOSKILL School Specialty, Inc. Pending 85/440,105 05-Oct-2011AUTOSKILL School Specialty, Inc. Registered 2501650 76/018,479 30-Oct-2001 05-Apr-2000Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateAV2 Califone International, Inc. Registered 4,222,827 85/351,692 09-Oct-2012 21-Jun-2011B THE SPEECH BIN & Design Sportime, LLC Registered 1542482 06-Jun-1989 BASE TEN FRIES Delta Education, LLC Registered 2343563 18-Apr-2000 BECAUSE CHILDREN LEARN BY DOING Delta Education, LLC Registered 1907146 25-Jul-1995 BECKLEY CARDY & Design School Specialty, Inc. Registered 3444300 77/262,873 10-Jun-2008 23-Aug-2007BIRD-IN-HAND Childcraft Education Corp Registered 3954275 85/115,820 03-May-2011 25-Aug-2010BIRD-IN-HAND and Design Childcraft Education Corp Registered 3954276 85/115,823 03-May-2011 25-Aug-2010BRODHEAD GARRETT School Specialty, Inc. Registered 2393549 75/843,310 10-Oct-2000 08-Nov-1999CALIFONE Califone International, Inc. Registered 4137682 85/254,328 08-May-2012 01-Mar-2011CALIFONE Califone International, Inc. Registered 2130349 20-Jan-1998 CALIFONE Califone International, Inc. Registered 1186512 19-Jan-1982 CALIFONE & Design Califone International, Inc. Registered 582612 24-Nov-1953 CATCH BALL and Design Sportime, LLC Registered 1836922 74/278,480 17-May-1994 26-May-1992CATT School Specialty, Inc. Pending 85/600,067 17-Apr-2012CELL-U-LAR RUBBER TECHNOLOGY(Stylized) Sportime, LLC Registered 2986067 78/134,349 16-Aug-2005 10-Jun-2002CHILDCRAFT Childcraft Education Corp Registered 712499 72/091,591 14-Mar-1961 25-Feb-1960CHILDCRAFT Childcraft Education Corp Registered 2006367 75/026,995 08-Oct-1996 04-Dec-1995CHIME TIME Sportime, LLC Registered 1737386 74/265,816 01-Dec-1992 15-Apr-1992CLAIMS TO FAME School Specialty, Inc. Registered 2434267 06-Mar-2001 CLASSROOM DIRECT Classroom Direct.com LLC Registered 2795089 16-Dec-2003 CLASSROOM SELECT School Specialty, Inc. Registered 3162946 75/811,427 24-Oct-2006 28-Sep-1999CLASSROOM SELECT & Design School Specialty, Inc. Registered 3350057 78/846,980 04-Dec-2007 27-Mar-2006Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateCLASSROOM SELECT (stacked) School Specialty, Inc. Registered 4091699 85/033,268 24-Jan-2012 07-May-2010CLASSROOMDIRECT.COM Classroom Direct.com LLC Registered 3685902 77/686,524 22-Sep-2009 09-Mar-2009CVB CONTENT—AREA VOCABULARYBUILDER School Specialty, Inc. Published 85/053,659 03-Jun-2010CVB CONTENT—AREA VOCABULARYBUILDER School Specialty, Inc. Registered 4140407 85/976,429 08-May-2012 13-Feb-2012DECIMAL DOG Delta Education, LLC Registered 2368405 18-Jul-2000 DECIMAL DOG Delta Education, LLC Registered 2837853 04-May-2004 DELTA CIRCUITWORKS Delta Education, LLC Registered 2923833 01-Feb-2005 DELTA EDUCATION Delta Education, LLC Registered 2812356 10-Feb-2004 DELTA EDUCATION & Design Delta Education, LLC Registered 2374672 08-Aug-2000 DELTA EDUCATION & Design Delta Education, LLC Registered 2343043 18-Apr-2000 DELTA EDUCATION & Design Delta Education, LLC Registered 3797720 78/949,706 01-Jun-2010 10-Aug-2006DELTA EDUCATION SCIS 3 & Design Delta Education, LLC Registered 1783147 20-Jul-1993 DELTA SCIENCE CONTENT READERS Delta Education, LLC Registered 3706026 77/374,898 03-Nov-2009 18-Jan-2008DELTA SCIENCE FIRST READERS Delta Education, LLC Registered 3063278 78/579,490 28-Feb-2006 03-Mar-2005DELTA SCIENCE MODULE Delta Education, LLC Registered 2844301 25-May-2004 DELTA SCIENCE READERS Delta Education, LLC Registered 3229760 78/909,268 17-Apr-2007 15-Jun-2006DELTA SCIENCE RESOURCE SERVICE Delta Education, LLC Registered 3835810 77/624,467 17-Aug-2010 02-Dec-2008DIAL-A-DIGIT Delta Education, LLC Registered 2458617 05-Jun-2001 DIAL-A-DOLLAR Delta Education, LLC Registered 2458616 05-Jun-2001 DIAL-A-FRACTION Delta Education, LLC Registered 2462810 19-Jun-2001 Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateDIAL-A-PATTERN Delta Education, LLC Registered 2509886 20-Nov-2001 DIAL-A-TIME Delta Education, LLC Registered 2456424 29-May-2001 DIAL-A-TRIAL Delta Education, LLC Registered 2509888 20-Nov-2001 DIAL-A-VOLUME Delta Education, LLC Registered 2509887 20-Nov-2001 DISCOVER AGENDA Premier Agendas, Inc. Registered 2722431 03-Jun-2003 DISCOVERY Califone International, Inc. Registered 4091043 85/354,379 24-Jan-2012 23-Jun-2011DOTCAR Delta Education, LLC Registered 3100515 78/628,430 06-Jun-2006 12-May-2005DSM THIRD EDITION Delta Education, LLC Pending 85/352,961 22-Jun-2011EDUCATION ESSENTIALS School Specialty, Inc. Registered 3033079 78/402,586 20-Dec-2005 15-Apr-2004EDUCATORS PUBLISHING SERVICE School Specialty, Inc. Registered 2988601 76/575,452 30-Aug-2005 17-Feb-2004EPS School Specialty, Inc. Registered 3813140 77/783,358 06-Jul-2010 17-Jul-2009EPS School Specialty, Inc. Registered 3798641 77/782,872 08-Jun-2010 16-Jul-2009EPS School Specialty, Inc. Registered 2287995 19-Oct-1999 EPS School Specialty, Inc. Registered 2292730 16-Nov-1999 EPS & Design School Specialty, Inc. Registered 3039679 76/621,988 10-Jan-2006 22-Nov-2004EPS & Design School Specialty, Inc. Registered 2281714 28-Sep-1999 EPS -CL16 School Specialty, Inc. Registered 2279489 21-Sep-1999 EPS PHONICS PLUS School Specialty, Inc. Registered 3218947 78/722,904 13-Mar-2007 29-Sep-2005EXPLODE THE CODE School Specialty, Inc. Registered 2276181 07-Sep-1999 EXPLORER Califone International, Inc. Registered 4091044 85/354,386 24-Jan-2012 23-Jun-2011FAST FOOD FOR THOUGHT Delta Education, LLC Registered 1877608 07-Feb-1995 FRACTION BURGER Delta Education, LLC Registered 2755799 26-Aug-2003 FRACTIONOES Delta Education, LLC Registered 2462811 19-Jun-2001 FREY CHOICE School Specialty, Inc. Registered 3842515 77/704,182 31-Aug-2010 01-Apr-2009Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateFREY SCIENTIFIC School Specialty, Inc. Registered 2393552 75/843,889 10-Oct-2000 08-Nov-1999FREY SECURE School Specialty, Inc. Registered 3842513 77/704,177 31-Aug-2010 01-Apr-2009FREY SELECT School Specialty, Inc. Registered 3842514 77/704,180 31-Aug-2010 01-Apr-2009GETTING STARTED WITHMANIPULATIVES (Stylized) Delta Education, LLC Registered 3010435 76/613,053 01-Nov-2005 20-Sep-2004GO WORKBOOK Premier Agendas, Inc. Registered 3117882 78/277,792 18-Jul-2006 23-Jul-2003GOT IT! Califone International, Inc. Registered 3755877 77/632,278 02-Mar-2010 12-Dec-2008HELPING EDUCATORS ENGAGE ANDINSPIRE STUDENTS OF ALL AGES ANDABILITIES TO LEARN School Specialty, Inc. Registered 3652327 77/464,756 07-Jul-2009 02-May-2008HEXAGONOES Delta Education, LLC Registered 3475563 77/339,063 29-Jul-2008 28-Nov-2007HUSH BUDDY Califone International, Inc. Published 85/389,616 04-Aug-2011IF I PLAN TO LEARN, I MUST LEARN TOPLAN Premier Agendas, Inc. Registered 2120484 75/099,048 09-Dec-1997 06-Mar-1996INCOMMAND Premier Agendas, Inc. Pending 85/627,761 17-May-2012INCOMMAND PRO Premier Agendas, Inc. Pending 85/627,763 17-May-2012INQUIRY INVESTIGATIONS Delta Education, LLC Registered 4109628 85/078,862 06-Mar-2012 06-Jul-2010INTEGRATIONS Sportime, LLC Registered 2793125 78/154,693 09-Dec-2003 15-Aug-2002JOURNEY TO SUCCESS Premier Agendas, Inc. Registered 4094352 85/082,650 31-Jan-2012 12-Jul-2010KORNERS FOR KIDS Childcraft Education Corp Registered 1933650 07-Nov-1995 LEARNING OUTLET School Specialty, Inc. Registered 4089263 85/327,528 17-Jan-2012 23-May-2011LITERACY LEADERS School Specialty, Inc. Registered 3423913 77/191,219 06-May-2008 26-May-2007MAGNASTIKS (Stylized) Childcraft Education Corp Registered 1272927 73/413,192 03-Apr-1984 18-Jan-1983MAGTILES School Specialty, Inc. Registered 3550881 77/149,992 23-Dec-2008 05-Apr-2007MAKE IT A RULE TO PLAN Premier Agendas, Inc. Registered 2118995 75/100,716 09-Dec-1997 08-May-1996Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateMAKE TODAY COUNT School Specialty, Inc. Registered 2279483 21-Sep-1999 MAKING CONNECTIONS School Specialty, Inc. Registered 3218948 78/722,907 13-Mar-2007 29-Sep-2005MATH IN A NUTSHELL Delta Education, LLC Registered 2458341 05-Jun-2001 MATH TUNE-UPS Delta Education, LLC Registered 2605461 06-Aug-2002 NATURE’S IMPRESSIONS School Specialty, Inc. Registered 3646434 77/598,303 30-Jun-2009 22-Oct-2008NEO/BLOOD Delta Education, LLC Registered 2552466 26-Mar-2002 NEO/LAB Delta Education, LLC Registered 2460125 12-Jun-2001 NEO/RESOURCE Delta Education, LLC Registered 2451571 15-May-2001 NEO/SCI Delta Education, LLC Registered 3696397 77/291,723 13-Oct-2009 28-Sep-2007NEO/SLIDE Delta Education, LLC Registered 2451570 15-May-2001 ODYSSEY Califone International, Inc. Pending 85/354,383 23-Jun-2011OLIVIA OWL Premier Agendas, Inc. Registered 2120485 75/099,520 09-Dec-1997 06-May-1996ONTRAC Premier Agendas, Inc. Registered 3842377 77/648,035 31-Aug-2010 13-Jan-2009ONTRAC Premier Agendas, Inc. Registered 3793647 77/369,947 25-May-2010 11-Jan-2008OTMP Premier Agendas, Inc. Pending 85/767,880 31-Oct-2012PATH DRIVER School Specialty, Inc. Pending 85/654,564 18-Jun-2012PATH DRIVER FOR MATH School Specialty, Inc. Pending 85/566,908 12-Mar-2012PATH DRIVER FOR MATH USE DATA TODRIVE A PATH TO SUCCESS Logo School Specialty, Inc. Pending 85/655,326 19-Jun-2012PATH DRIVER FOR READING School Specialty, Inc. Pending 85/566,906 12-Mar-2012PATH DRIVER FOR READING USE DATATO DRIVE A PATH TO SUCCESS Logo School Specialty, Inc. Pending 85/655,328 19-Jun-2012PHYSIO-ROLL and Design Sportime, LLC Registered 1766015 74/306,216 20-Apr-1993 21-Aug-1992PORTFOLIO School Specialty, Inc. Registered 4016804 85/036,884 23-Aug-2011 12-May-2010Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DatePREMIER GO PROGRAM Premier Agendas, Inc. Registered 3117874 78/262,399 18-Jul-2006 13-Jun-2003PREMIER OTMP Premier Agendas, Inc. Pending 85/767,883 31-Oct-2012PREMIER OTMP CURRICULUM Premier Agendas, Inc. Pending 85/767,887 31-Oct-2012PREMIER OTMP PROGRAM Premier Agendas, Inc. Pending 85/767,886 31-Oct-2012PREMIER OTMP SKILL-BUILDINGPROGRAM Premier Agendas, Inc. Pending 85/767,889 31-Oct-2012PREMIERCAMPUS Premier Agendas, Inc. Registered 3695170 77/663,998 13-Oct-2009 05-Feb-2009PRIMARY PHONICS School Specialty, Inc. Registered 2325691 07-Mar-2000 PROJECTS BY DESIGN School Specialty, Inc. Registered 3852130 77/682,097 28-Sep-2010 03-Mar-2009RAG BALL & Design Sportime, LLC Registered 3548583 76/338,171 23-Dec-2008 15-Nov-2001RAISING RESPECT: TAKE A STANDAGAINST BULLYING Premier Agendas, Inc. Pending 85/736,959 09-24-2012RAISING STUDENT ACHIEVEMENT School Specialty, Inc. Registered 4065748 85/152,081 06-Dec-2011 13-Oct-2010RAISING STUDENT ACHIEVEMENT Logo School Specialty, Inc. Registered 4065749 85/152,082 06-Dec-2011 13-Oct-2010RE-PRINT Classroom Direct.com LLC Registered 1793996 74/338,876 21-Sep-1993 10-Dec-1992S.P.I.R.E. (SPIRE) School Specialty, Inc. Registered 2048906 01-Apr-1997 SAX School Specialty, Inc. Registered 2257283 75/525,966 29-Jun-1999 27-Jul-1998SAX and Design School Specialty, Inc. Registered 3327134 78/795,166 30-Oct-2007 19-Jan-2006SCHOOL SMART School Specialty, Inc. Registered 3376477 78/630,773 29-Jan-2008 16-May-2005SCHOOL SMART & Design School Specialty, Inc. Registered 3735305 78/630,775 05-Jan-2010 16-May-2005SCHOOL SPECIALTY School Specialty, Inc. Registered 2086842 74/712,553 12-Aug-1997 08-Aug-1995SCHOOL SPECIALTY LITERACY ANDINTERVENTION School Specialty, Inc. Registered 3965024 85/090,230 24-May-2011 22-Jul-2010Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateSCHOOL SPECIALTY ONLINE (Design) School Specialty, Inc. Registered 3437742 78/628,899 27-May-2008 12-May-2005SCHOOL SPECIALTY THE POWER OFTEACHING. THE WONDERS OFLEARNING, & Design School Specialty, Inc. Registered 3007875 78/331,687 18-Oct-2005 21-Nov-2003SCHOOL SPECIALTY WEXPLORE School Specialty, Inc. Registered 3926476 77/787,848 01-Mar-2011 23-Jul-2009SCIENCE IN A NUTSHELL Delta Education, LLC Registered 2370886 25-Jul-2000 SCIENCE VIEW Delta Education, LLC Registered 2502701 30-Oct-2001 SITTON SPELLING AND WORD SKILLS School Specialty, Inc. Registered 3617281 77/452,338 05-May-2009 18-Apr-2008SOUNDS SENSIBLE School Specialty, Inc. Registered 2163913 09-Jun-1998 SOUNDS SENSIBLE School Specialty, Inc. Registered 3381536 77/218,893 12-Feb-2008 29-Jun-2007SPELL CHECK School Specialty, Inc. Registered 2335381 75/648,445 28-Mar-2000 25-Feb-1999SPORDAS (STYLIZED) Sportime, LLC Registered 1955231 74/285,191 06-Feb-1996 16-Jun-1992SPORTIME Sportime, LLC Registered 1665914 74/100,635 26-Nov-1991 26-Sep-1990SPORTIME Sportime, LLC Registered 1085148 73/120,398 07-Feb-1978 25-Mar-1977SPORTIME and Design Sportime, LLC Registered 2498193 76/130,890 16-Oct-2001 19-Sep-2000TEACHERS’ DISCOUNT School Specialty, Inc. Registered 4,213,822 85/549,307 25-Sep-2012 22-Feb-2012THE 101 Premier Agendas, Inc. Registered 4126207 85/091,113 10-Apr-2012 22-Jul-2010THE SPEECH BIN Sportime, LLC Registered 3205537 78/801,406 06-Feb-2007 27-Jan-2006TIMETRACKER Premier Agendas, Inc. Registered 3343824 78/682,790 27-Nov-2007 01-Aug-2005TOUCHPHONICS School Specialty, Inc. Registered 2465862 03-Jul-2001 TOUCH-UNITS School Specialty, Inc. Registered 3446159 77/149,991 10-Jun-2008 05-Apr-2007TRUE-FLOW Sax Arts & Crafts, Inc. Registered 1271755 73/378,143 27-Mar-1984 04-Aug-1982TUFF-GLIDE SYSTEM Childcraft Education Corp Registered 2792916 78/103,107 09-Dec-2003 16-Jan-2002UGO365 Premier Agendas, Inc. Registered 3935126 77/791,368 22-Mar-2011 28-Jul-2009Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateUGO365 Premier Agendas, Inc. Registered 4,176,073 77/954,006 17-Jul-2012 09-Mar-2010ULTRA PLUS School Specialty, Inc. Registered 2730228 76/302,139 24-Jun-2003 20-Aug-2001VB-TRAINER Sportime, LLC Pending 85/663,797 28-Jun-2012VERSA TEMP Sax Arts & Crafts, Inc. Registered 1746677 74/263,859 19-Jan-1993 08-Apr-1992VIC (MISCELLANEOUS DESIGN ONLY) School Specialty, Inc. Registered 3024505 78/331,716 06-Dec-2005 21-Nov-2003VOCABULARY FROM CLASSICAL ROOTS School Specialty, Inc. Registered 3618327 77/420,054 12-May-2009 12-Mar-2008VOCABULARY FROM CLASSICAL ROOTS School Specialty, Inc. Registered 3614545 77/355,324 05-May-2009 19-Dec-2007WEXPLORE School Specialty, Inc. Registered 3926477 77/787,852 01-Mar-2011 23-Jul-2009WHERE EDUCATION MEETS IMAGINATION Childcraft Education Corp Registered 2388545 19-Sep-2000 WHERE THE CHILD COMES FIRST Childcraft Education Corp Registered 4273401 85/555,103 8-Jan-2013 28-Feb-2012WORDLY WISE School Specialty, Inc. Registered 2278178 14-Sep-1999 WORDLY WISE 3000 School Specialty, Inc. Registered 3217686 78/879,989 13-Mar-2007 09-May-2006WORDS I USE WHEN I WRITE School Specialty, Inc. Registered 3223075 78/914,544 27-Mar-2007 22-Jun-2006WRITE ON and Design Sax Arts & Crafts, Inc. Registered 1262365 73/378,144 27-Dec-1983 04-Aug-1982YOU FOCUS ON ACHIEVEMENT, WEFOCUS ON YOU School Specialty, Inc. Registered 3687338 77/598,309 22-Sep-2009 22-Oct-2008Trademarks other than in the United States Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateABC Canada Childcraft Education Corp Registered TMA737538 1310677 03-Apr-2009 26-Jul-2006ABILITATIONS Canada Sportime, LLC Registered TMA747940 1331474 17-Sep-2009 16-Jan-2007ACADEMY OF MATH Canada School Specialty, Inc. Registered TMA614425 1123254 08-Jul-2004 26-Nov-2001ACADEMY OF READING Canada School Specialty, Inc. Registered TMA553660 1049743 13-Nov-2001 08-Mar-2000AGENDA MATE Canada Premier Agendas, Inc. Registered TMA405655 689907 27-Nov-1992 19-Sep-1991AGENDAS DESIGN Canada Premier Agendas, Inc. Registered TMA651657 1173815 27-Oct-2005 27-Oct-2005AUTOSKILL Canada School Specialty, Inc. Pending 1568321 12-Mar-2012AUTOSKILL Canada School Specialty, Inc. Registered TMA393997 673829 07-Feb-1992 16-Jan-1991AUTOSKILL & Design Canada School Specialty, Inc. Registered TMA415136 673830 06-Aug-1993 16-Jan-1991BASIC BASICS Canada Premier Agendas, Inc. Registered TMA500824 843311 17-Sep-1998 17-Sep-1998BIRD IN HAND WOODWORKS & Design Canada Childcraft Education Corp. Pending TMA837,636 1513321 04-Dec-2012 31-Jan-2011BIRD-IN-HAND Canada Childcraft Education Corp Pending 1513319 31-Jan-2011CALIFONE Canada Califone International, Inc. Registered TMA153506 297477 06-Oct-1967 02-Jun-1966CANADIAN TO THE CORE Canada Premier Agendas, Inc. Registered TMA607353 1166086 08-Apr-2004 08-Apr-2004CATCHBALL Germany Select Service & Supply Co, In Registered 2069111 27-Jun-1994 31-Oct-1993Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateCHILDCRAFT Canada Childcraft Education Corp Registered TMA656137 1242177 06-Jan-2006 29-Dec-2004CLASSROOM DIRECT & design Canada Classroom Direct.com LLC Registered TMA790151 1434680 09-Feb-2011 15-Apr-2009CLASSROOM SELECT & Design Canada School Specialty, Inc. Pending TMA835328 1500927 30-Oct-2012 25-Oct-2010CLASSROOM SELECT Horizontal Logo Canada School Specialty, Inc. Pending TMA835312 1500934 30-Oct-2012 25-Oct-2010COMPASS FOR CAMPUS Canada Premier Agendas, Inc. Registered TMA579787 1070625 23-Apr-2003 23-Apr-2003CVB CONTENT—AREA VOCABULARYBUILDER Canada School Specialty, Inc. Registered TMA829324 1485406 07-Aug-2012 16-Jun-2010DELTA EDUCATION & Design Canada Delta Education, LLC Registered TMA733131 1334846 26-Jan-2009 02-Jun-2008DELTA SCIENCE READERS Canada Delta Education, LLC Registered TMA746955 1319222 03-Sep-2009 06-Oct-2006DISCOVER AGENDA Canada Premier Agendas, Inc. Registered TMA585899 1119643 23-Jul-2003 23-Jul-2003EARLY CHILDHOOD DIRECT Canada Bird-In-Hand Woodworks, Inc Registered TMA599487 1050895 15-Jan-2004 15-Mar-2000EDUCATION ESSENTIALS Canada School Specialty, Inc. Registered TMA654482 1230486 06-Dec-2005 16-Sep-2004EPS Canada School Specialty, Inc. Registered TMA557,206 31-Jan-2002 31-Jan-2002EPS Canada School Specialty, Inc. Registered TMA551,753 28-Sep-2001 EPS Canada School Specialty, Inc. Registered TMA550,546 10-Sep-2001 10-Sep-2001EPS Canada School Specialty, Inc. Registered TMA790904 1446509 16-Feb-2011 29-Jul-2009EPS Canada School Specialty, Inc. Registered TMA558,743 04-Mar-2002 04-Mar-2002Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateFREY CHOICE Canada School Specialty, Inc. Registered TMA796468 1451837 02-May-2011 15-Sep-2009FREY SECURE Canada School Specialty, Inc. Registered TMA796480 1451833 02-May-2011 15-Sep-2009FREY SELECT Canada School Specialty, Inc. Registered TMA796481 1451834 02-May-2011 15-Sep-2009GO WORKBOOK Canada Premier Agendas, Inc. Registered TMA647913 1209178 13-Sep-2005 10-Mar-2004HABITS OF SUCCESS Canada Premier Agendas, Inc. Registered TMA563006 1070623 04-Jun-2002 04-Jun-2002HELPING EDUCATORS ENGAGE ANDINSPIRE STUDENTS OF ALL AGES ANDABILITIES TO LEARN Canada School Specialty, Inc. Registered TMA758568 1403756 02-Feb-2010 17-Jul-2008IF I PLAN TO LEARN I MUST LEARN TOPLAN Canada Premier Agendas, Inc. Registered TMA434047 731407 30-Sep-1994 30-Sep-1994INCOMMAND PRO Canada Premier Agendas, Inc. Pending 1,600,152 29-Oct-2012INQUIRY INVESTIGATIONS & Design Canada Delta Education, LLC Registered TMA826611 1508615 19-Jun-2012 20-Dec-2010INTEGRATIONS Canada Sportime, LLC Registered TMA636598 1167511 01-Apr-2005 14-Feb-2003INTEGRATIONS Germany Sportime, LLC Registered 30454687 30454687.9 17-Mar-2005 24-Sep-2004INTEGRATIONS United Kingdom Sportime, LLC Registered 2369512 2369512 08-Apr-2005 30-Jul-2004LEARNING OUTLET Canada School Specialty, Inc. Pending 1550251 01-Nov-2011MAKING CONNECTIONS Canada School Specialty, Inc. Registered TMA748126 1388573 18-Sep-2009 25-Mar-2008MISCELLANEOUS DESIGN Canada School Specialty, Inc. Registered TMA724639 1218515 26-Sep-2008 28-May-2004NATURE’S IMPRESSIONS Canada School Specialty, Inc. Registered TMA785621 1422392 21-Dec-2010 18-Dec-2008Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateONTRAC Canada Premier Agendas, Inc. Published 1429126 26-Feb-2009OTMP Canada Premier Agendas, Inc. Pending 1,602,421 14-Nov-2012PATH DRIVER Canada School Specialty, Inc. Pending 1,586,716 18-Jul-2012PATH DRIVER FOR MATH Canada School Specialty, Inc. Pending 1,586,714 18-Jul-2012PATH DRIVER FOR READING Canada School Specialty, Inc. Pending 1,586,715 18-Jul-2012PORTFOLIO Canada School Specialty, Inc. Registered TMA823596 1483658 08-May-2012 03-Jun-2010PREMIER COMPASS AGENDA Canada Premier Agendas, Inc. Registered TMA579786 1070604 23-Apr-2003 23-Apr-2003PREMIER GO PROGRAM Canada Premier Agendas, Inc. Registered TMA668315 1184721 20-Jul-2006 30-Jul-2003PREMIER LOGO DESIGN Canada Premier Agendas, Inc. Registered TMA598636 1147943 06-Jan-2004 06-Jan-2004PREMIER OTMP Canada Premier Agendas, Inc. Pending 1,602,437 28-Nov-2012PREMIER OTMP CURRICULUM Canada Premier Agendas, Inc. Pending 1,602,425 14-Nov-2012PREMIER OTMP PROGRAM Canada Premier Agendas, Inc. Pending 1,602,423 14-Nov-2012PREMIER OTMP SKILL-BUILDINGPROGRAM Canada Premier Agendas, Inc. Pending 1,602,435 14-Nov-2012PREMIERCAMPUS Canada Premier Agendas, Inc. Registered TMA799733 1433020 10-Jun-2011 31-Mar-2009PRIMA VUE Canada Premier Agendas, Inc. Registered TMA569651 1089539 25-Oct-2002 25-Oct-2002PROJECTS BY DESIGN Canada School Specialty, Inc. Registered TMA805134 1448868 24-Aug-2011 20-Aug-2009Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateRAISING RESPECT: TAKE A STANDAGAINST BULLYING Canada Premier Agendas, Inc. Pending 1,600,748 09-Nov-2012READ AND DISCOVER Canada Premier Agendas, Inc. Registered TMA627127 1200255 01-Dec-2004 01-Dec-2004SCHOOL SMART Canada School Specialty, Inc. Registered TMA734412 1269559 13-Feb-2009 23-Aug-2005SCHOOL SMART & Design Canada School Specialty, Inc. Registered TMA739508 1269561 06-May-2009 23-Aug-2005SCHOOL SPECIALTY Canada School Specialty, Inc. Registered TMA715934 1331578 04-Jun-2008 17-Jan-2007SCHOOL SPECIALTY LITERACY ANDINTERVENTION Canada School Specialty, Inc. Registered TMA823587 1491322 08-May-2012 05-Aug-2010SCHOOL SPECIALTY ONLINE & Design Canada School Specialty, Inc. Registered TMA765953 1279025 06-May-2010 09-Nov-2005SCHOOL SPECIALTY WEXPLORE Canada School Specialty, Inc. Registered TMA805811 1466160 31-Aug-2011 18-Jan-2010SHOW AND SHARE Canada Premier Agendas, Inc. Registered TMA625684 1200256 17-Nov-2004 17-Nov-2004SMART PACK Canada Premier Agendas, Inc. Registered TMA627128 1200254 01-Dec-2004 01-Dec-2004SOLUTION SCOLAIRE Canada School Specialty, Inc. Registered TMA816276 1473175 26-Jan-2012 15-Mar-2010SOLUTION SCOLAIRE & Design Canada School Specialty, Inc. Registered TMA808345 1482471 05-Oct-2011 25-May-2010SPORDAS Finland Select Service & Supply Co, In Registered 127477 05-Aug-1993 SPORDAS France Sportime, LLC Registered 92/442,446 12-Jun-1992 SPORDAS Germany School Specialty, Inc. Registered 2075525 13-Jun-1992 SPORDAS Greece Sportime, LLC Registered 111602 26-Nov-1992 Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateSPORDAS Ireland Sportime, LLC Registered 149159 149159 16-Jun-1992 16-Jun-1992SPORDAS Norway Select Service & Supply Co, In Registered 160551 09-Dec-1993 23-Oct-1992SPORDAS Portugal Sportime, LLC Registered 284948 284948 24-Mar-1994 30-Jul-1992SPORDAS Sweden Select Service & Supply Co, In Registered 249418 28-May-1993 SPORDAS Switzerland Sportime, LLC Registered 518250 02804/2003 23-May-2003 23-May-2003SPORDAS United Kingdom Select Service & Supply Co,In Registered 1503060 11-Jun-1992 11-Jun-1992SPORDAS & Design Benelux Sportime, LLC Registered 519716 782031 17-Jun-1992 17-Jun-1982SPORDAS (word mark) Denmark Sportime, LLC Registered vr109531992 27-Nov-1992 SPORDAS (word stylized) Italy Sportime, LLC Registered 992210 17-Jul-1992 17-Jul-1992SPORTIME Australia Sportime, LLC Registered A605437 25-Jun-1993 25-Jun-1993SPORTIME Brazil Sportime, LLC Registered 817409459 01-Mar-1995 SPORTIME Canada Sportime, LLC Registered TMA365972 23-Feb-1990 SPORTIME Canada Sportime, LLC Registered TMA565,487 1044355 02-Aug-2002 16-Apr-1998SPORTIME Israel Sportime, LLC Pending 89910 18-Nov-1993SPORTIME Japan Sportime, LLC Registered 3141032 5072198 30-Apr-1996 SPORTIME Korea, Republic of Sportime, LLC Registered 7726 156466 03-Jul-2003 Mark Country /Business Unit Status Reg. No. App. No. Reg. Date Filing DateSPORTIME Mexico Sportime, LLC Registered 493739 493739 10-Aug-1992 SPORTIME New Zealand Sportime, LLC Registered 236174 20-Apr-1994 20-Apr-1994SPORTIME Panama Sportime, LLC Registered 66973 66973 16-Mar-1995 16-Mar-1995SPORTIME Panama Sportime, LLC Registered 66974 66974 16-Mar-1995 16-Mar-1995SPORTIME Singapore Sportime, LLC Registered T03/12522D T03/12522D 15-Aug-2003 15-Aug-2003SPORTIME South Africa Sportime, LLC Registered 93/10983 19-Nov-1993 SPORTIME & Design Singapore Sportime, LLC Registered T03/12525I 15-Aug-2003 15-Aug-2003SPORTIME AND DESIGN Singapore Sportime, LLC Registered T03/12524J T03/12524J 15-Aug-2003 15-Aug-2003SUR LA VOIE Canada Premier Agendas, Inc. Registered TMA776090 1429044 01-Sep-2010 26-Feb-2009THE 101 Canada Premier Agendas, Inc. Registered TMA823595 1498607 08-May-2012 05-Oct-2010TIMETRACKER Canada Premier Agendas, Inc. Registered TMA768,035 1167989 28-May-2010 17-Feb-2003UGO365 Canada Premier Agendas, Inc. Registered TMA823590 1495317 08-May-2012 09-Sep-2010UGO365 Canada Premier Agendas, Inc. Pending 1495318 09-Sep-2010VB-TRAINER Canada Sportime, LLC Pending 1609766 14-Jan-2013WEXPLORE Canada School Specialty, Inc. Registered TMA805814 1466159 31-Aug-2011 18-Jan-2010WHERE THE CHILD COMES FIRST Canada Childcraft Education Corp. Pending 1568312 12-Mar-2012Trademark Registrations and Applicationsthe Company has already decided to abandon Mark Country / Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateBABY BRIGHTS BOOKS United States School Specialty, Inc. Registered 1918816 12-Sep-1995 SIDEWALK SCIENCE United States Childcraft Education Corp. Registered 3140209 05-Sep-2006 SPORTIME FITNESS & SPORT and Design United States Sportime, LLC Registered 3126350 08-Aug-2006 CLASSROOM DESIGNER United States School Specialty, Inc. Registered 3103791 13-Jun-2006 EDUCATOR PRICE United States School Specialty, Inc. Pending 85/158,273 21-Oct-2010JUNEBOX United States School Specialty, Inc. Registered 2589390 02-Jul-2002 JUNEBOX.COM United States School Specialty, Inc. Registered 2589382 02-Jul-2002 PREMIER SCIENCE United States School Specialty, Inc. Registered 2543407 26-Feb-2002 SUBSTANCE FREE KIDS United States School Specialty, Inc. Registered 3255321 26-Jun-2007 DIAL-A-SHAPE United States Delta Education, LLC Registered 2599179 23-Jul-2002 DIAL-A-VARIABLE United States Delta Education, LLC Registered 2599178 23-Jul-2002 CALIFONE Argentina Califone International, Inc. Registered 2038863 22-Aug-2005 HUFF AND PUFF United Kingdom School Specialty, Inc. Registered 2049200 20-Sep-1996 SCHEDULE 6toGUARANTY AND SECURITY AGREEMENT (WELLS)InfringementsInfringement ClaimsInnovatio IP Ventures, LLC – claims to own some 20 patents in the field of wireless networking technology. Innovatio has notified School Specialty thatInnovatio believes School Specialty requires a license under Innovatio’s patents in order to permit users and visitors at any School Specialty location to usewireless technology to exchange information, including access to the Internet. To date, the company is still gathering information to respond substantively, andhas discussed the matter with Innovatio’s counsel to a limited extent.Landmark Technology, LLC – claims to own U.S. Patent Nos. 5,576,951, 6,289,319 and 7,010,508 relating to transaction processes and features used inmany electronic commerce systems including structures which exchange business data among trading partners. Landmark has notified School Specialty thatLandmark believes School Specialty requires a license under these patents. To date, the company is still gathering information to respond substantively, andhas discussed the matter with Landmark’s counsel to a limited extent.Neither of the above described claims is covered by insurance.Regarding the Innovatio IP Ventures, LLC claim, which is not at the litigation stage, we estimate the exposure to be less than $250,000. We believe that we havea significant chance of prevailing in the event that this is litigated.Regarding the Landmark Technology, LLC claim, which is not at the litigation stage, we estimate the exposure to be less than $200,000. We believe that wehave a significant chance of prevailing in the event that this is litigated.JFJ Toys d/b/a D&L Company and D&L’s owner, Fred Ramirez – claims to own trademark registrations for STOMP and STOMP ROCKET for use withtoy air rockets. D&L has claimed that School Specialty’s (Sportime’s) sale of the STOMP-N-LAUNCH BALL LAUNCHER is a trademark infringement.Sportime has removed the product from its web sites and catalogs, and has changed the name of its product to STEP-N-LAUNCH BALL LAUNCHER, butthere is still some older product in the pipelines. The company expects the matter to be resolved soon without payment of money to D&L.S&S Worldwide, Inc. – claims to own a trademark registration for GATOR SKIN for use in connection with certain children’s play ball products. S&S hasclaimed that School Specialty’s use, in connection with its TechnoSkin ball products, of “Compare our quality and our priceswith Gatorskin and all other ‘cheap’ balls. We know ours is the best value and higher quality.” is pejorative and deceptively false. The referenced phraseappears in School Specialty’s catalogs only, and not on its web site. School Specialty plans to remove the referenced phrase from future catalogs. Thecompany expects the matter to be resolved soon without payment of money to S&S.The Hubbard Company – claims to own a trademark registration for WARD and design, for use in connection with lesson plans, class records andassignment and attendance notebooks, and is a former supplier of these products to School Specialty. Hubbard claims that some of School Specialty’s websites, including Hammond & Stephens, Learning Outlet, Classroom Direct and School Specialty Canada, are using images and item numbers of Hubbardproducts, but shipping products from other companies, and claims that such activities are acts of trademark infringement and unfair competition. SchoolSpecialty has changed the images of the products shown in its Education Essentials catalog and on its web site, and has changed the item numbers used, andhas informed Hubbard of these changes. The company expects the matter to be resolved soon without payment of money to Hubbard.Barry Traub – is a former employee of the Sportime unit. Mr. Traub has claimed that, after Mr. Traub’s separation from Sportime, Sportime adopted some ofhis product ideas, and has not complied with its termination agreement with him regarding payment for those ideas. The matter is not yet at the litigation stage,and the company believes the matter will be resolved with a payment, if any, of less than $30,000.SCHEDULE 6(k)toGUARANTY AND SECURITY AGREEMENT (WELLS)Security Interest ApprovalConsent from the Regents of the University of California Lawrence Hall of Science for the assignment by Delta Education, LLC of rights to the Lenders underan Agreement related to the FOSS product line with Encyclopedia Britannica Educational Corporation on September 21,1995; and said Agreement asamended April 17, 1996, was assigned to Delta Education, Inc. on May 2, 1997; to Delta Education, LLC on July 1, 2001, and to School Specialty, Inc. onAugust 19,2005; and said Agreement was subsequently amended December 3,1999, February 7, 2000, July 31, 2001, May 14, 2003, March 6, 2007 andJanuary 1, 2008.Consent from the CJE Members as defined under the Operating Agreement of Carson-Dellosa Publishing, LLC, a Delaware Manager-Managed LimitedLiability Company (the “Agreement”) entered into by and among Carson-Dellosa Publishing, LLC (the Company”), School Specialty, Inc., a Wisconsincorporation (“SSI”), Cookie Jar Education, Inc. (“CJE”), Carson-Dellosa Publishing Company, Inc. (“CD Inc.”), HighReach Learning, Inc. (“HRL”), andUnique Collating Services, Inc. (“UCS”) to the Parent regarding Encumbering, and the pledging of, its Units in the Company in favor of WFCF and BaysideFinancial, LLC.SCHEDULE 6(m)toGUARANTY AND SECURITY AGREEMENT (WELLS)Pledged NotesNoneSCHEDULE 7toGUARANTY AND SECURITY AGREEMENT (WELLS)Name; Chief Executive Office; Tax Identification Numbers And Organizational Numbers Name Chief Executive Office TaxIdentificationNumber OrganizationalNumberSchool Specialty, Inc. W6316 Design DriveGreenville, WI 54942 39-0971239 N027818ClassroomDirect.com, LLC W6316 Design DriveGreenville, WI 54942 47-0892425 2879962Childcraft Education Corp. W6316 Design DriveGreenville, WI 54942 13-5619818 85254Bird-in-Hand Woodworks, Inc. W6316 Design DriveGreenville, WI 54942 22-2618811 0100-2497-08Frey Scientific, Inc. W6316 Design DriveGreenville, WI 54942 39-1953771 3004224Sportime, LLC W6316 Design DriveGreenville, WI 54942 22-3476939 2683311Sax Arts & Crafts, Inc. W6316 Design DriveGreenville, WI 54942 39-1956436 3009026Califone International, Inc., W6316 Design DriveGreenville, WI 54942 56-2003579 2702570Delta Education, LLC W6316 Design DriveGreenville, WI 54942 52-2328764 3398957Premier Agendas, Inc W6316 Design DriveGreenville, WI 54942 33-0481380 601457758Select Agendas, Corp. 6800 Chemin de la Cote-de-Liesse, St-Laurent,Quebec H4T 2A7 N/A 126517564Premier School Agendas, Ltd. 20230 64 AvenueUnit 200Langley, BC V2Y IN3 N/A HFX9927thSCHEDULE 8toGUARANTY AND SECURITY AGREEMENT (WELLS)Owned Real PropertySalina, Kansas Distribution Center Address:3525 S. Ninth StreetSalina, KS 67401More particularly described as follows:A tract of land situated in the Southwest Quarter (SW/4) of Section One (1), Township Fifteen (15) South, Range Three (3) West of the 6 P.M., in SalineCounty, Kansas, which is more particularly described as follows:Starting from the Southwest corner of said Southwest Quarter (SW/4) a distance of one thousand three hundred fifty-nine and ninety-eight hundredths(1359.98’) feet; thence South 89 degrees 40’52” East parallel with the South line of said Southwest Quarter (SW/4) a distance of one hundred sixty-four andfifty-seven hundredths (164.57’) feet to the point of beginning; said point of beginning being a point on the North line of an existing public right-of-way,eighty and thirty-seven hundredths (80.37’) feet East of its intersection with the East right-of-way line a distance of five hundred (500) feet; thence South 89degrees 40’ 52” East parallel with the South line of said Southwest Quarter (SW/4) a distance of eight hundred fifty and fifty-six hundredths (850.56’) feet;thence South 00 degrees 03’ 57” West parallel with the West line of the Union Pacific Railroad right-of-way a distance of four hundred ninety-seven andseventy-seven hundredths (497.77’) feet; thence North 89 degrees 40’ 52” West parallel with the South line of said Southwest Quarter (SW/4) a distance ofnine hundred (900’) feet to the point of beginning, except that part taken for roads, highways and right-of-waysthSCHEDULE 9toGUARANTY AND SECURITY AGREEMENT (WELLS)Deposit Accounts and Securities AccountsUS Accounts Owner Type of Account Bank Account NumberSchool Specialty, Inc. Operating JPMorgan Chase 020479092*School Specialty, Inc. SFD Credit Cards JPMorgan Chase 20480014School Specialty, Inc. Disbursement-Payables JPMorgan Chase 30002064Bird in Hand Disbursement JPMorgan Chase 30010937School Specialty, Inc. Payroll JPMorgan Chase 622561827Califone Disbursement-Payables JPMorgan Chase 633158829School Specialty, Inc. Disbursement-PPO JPMorgan Chase 633160569School Specialty, Inc. Flex Spending JPMorgan Chase 650560691School Specialty, Inc. (d/b/a SPARK) Working Fund JPMorgan Chase 638671024Califone Credit Card Depository JPMorgan Chase 660611831Delta Education Credit Card Depository JPMorgan Chase 643620396School Specialty, Inc. (d/b/a EducationalPublishing Service) Credit Card Depository JPMorgan Chase 650560816School Specialty, Inc. (d/b/a EducationalPublishing Service) Disbursement-Payables JPMorgan Chase 650560808School Specialty, Inc. School Specialty/LB Depositary JPMorgan Chase 707782298*School Specialty, Inc. Lockbox JPMorgan Chase 681035*School Specialty, Inc. Lockbox JPMorgan Chase 683106*School Specialty, Inc. Lockbox JPMorgan Chase 683107*Califone International, Inc. Lockbox JPMorgan Chase 7027*School Specialty, Inc. Disbursement-Payables JPMorgan Chase 707740114School Specialty, Inc. Credit Card Depository JPMorgan Chase 707700092School Specialty, Inc. E-Tail Depository Account JPMorgan Chase 938345964Premier Agendas, Inc. Depository JPMorgan Chase 470056560*Califone International, Inc. Depository Wells Fargo Bank 4221468895*School Specialty, Inc. Depository JPMorgan Chase 466888737*School Specialty, Inc. Concentration JPMorgan Chase 468214536*School Specialty, Inc. Depository Comerica 1852879814**School Specialty, Inc. Depository JPMorgan Chase 3030406838**School Specialty, Inc. Depository Bank of America 1233294889** *Control agreements in effect for these accounts**Accounts which are utilized to collateralize letters of credit. It is assumed that these will be eventually replaced with a Wells Fargo account andcorresponding letters of credit.JPMorgan Chase10 S DearbornChicago, IL 60603Gina Sorci (312) 732-2029Bank of America112 East Holly StreetBellingham, WA 98225(360) 676-2816Wells Fargo Bank21255 Burbank Blvd., Suite 110Woodland Hills, CA 91367Peggy Knox (818) 595-3961Canadian Accounts Owner Type of Account Bank Account NumberPremier School Agendas, Ltd. Operating Account JPMorgan Chase 4661094101Premier School Agendas, Ltd. Lockbox Depository JPMorgan Chase 4661094103Premier School Agendas, Ltd. Operating Account JPMorgan Chase 4661094104Premier School Agendas, Ltd. Disbursement-Payables JPMorgan Chase 4661094105Premier School Agendas, Ltd. Credit Card Depository JPMorgan Chase 4661094106Premier School Agendas, Ltd. Operating Account JPMorgan Chase 4661248101Premier School Agendas, Ltd. Operating Account JPMorgan Chase 4661248102School Specialty, Inc. Lockbox and Disbursements JPMorgan Chase 4661248103School Specialty, Inc. Credit Card Depository JPMorgan Chase 4661248104JPMorgan Chase10 S DearbornChicago, IL 60603Gina Sorci (312) 732-2029SCHEDULE 10toGUARANTY AND SECURITY AGREEMENT (WELLS)Controlled Account BanksUS Accounts Owner Type of Account Bank Account NumberCalifone International, Inc. Depository Wells Fargo 4221468895Premier Agendas, Inc. Depository JPMorgan Chase 470056560School Specialty, Inc. Operating Acct JPMorgan Chase 020479092School Specialty, Inc. Concentration Acct. JPMorgan Chase 707782298School Specialty, Inc. Concentration Acct. JPMorgan Chase 468214536School Specialty, Inc. Lockbox JPMorgan Chase 681035School Specialty, Inc. Lockbox JPMorgan Chase 683106School Specialty, Inc. Lockbox JPMorgan Chase 683107Califone International, Inc. Lockbox JPMorgan Chase 7027School Specialty, Inc. Depository JPMorgan Chase 466888737SCHEDULE 11toGUARANTY AND SECURITY AGREEMENT (WELLS)UCC Filing Jurisdictions Grantor JurisdictionsSchool Specialty, Inc. Department of Financial Institutions of WisconsinClassroomDirect.com, LLC Secretary of State of DelawareChildcraft Education Corp. Secretary of State of New YorkBird-in-Hand Woodworks, Inc. Secretary of State of New JerseyFrey Scientific, Inc. Secretary of State of DelawareSportime, LLC Secretary of State of DelawareSax Arts & Crafts, Inc. Secretary of State of DelawareCalifone International, Inc., Secretary of State of DelawareDelta Education, LLC Secretary of State of DelawarePremier Agendas, Inc Secretary of State of WashingtonSCHEDULE 12toGUARANTY AND SECURITY AGREEMENT (WELLS)Owned Vehicles VIN Manufacturer Model YearJ8DE5B1U3R3000766 GMC Diesel 500 Van 19941HTSAZPM7LH686601 International 4600 Van 19901GCEC14K5NZ170520 Chevrolet C150 P/U 19921GCDC14ZXRZ268845 Chevrolet GC1 Truck 19941HTSCABM3XH682716 International Cargo Van 19941HTSCABMOWH556635 International Straight Truck 19982YSFPATN7WC060837 International 9100 Single Axle Tractor 19981H5V04828GM073858 Hobbs Trailer 48” x 102” 19861H5V04824JM058782 Fruehauf Trailer 48” x 102” 19881H5V082XGM066510 Hobbs Trailer 48” x 102” 19861F5V04825GM054507 Hobbs Trailer 48” x 102” 198617540HR50E1215956 Capacity Trailer Jockey 19891PTO1AJH5S900804 Trimline Trailer 48” x 102” 19951PTO1AJH3S9008003 Trimline Trailer 48” x 102” 19951GRAA9623XB051804 Great Dane Trailer 48” x 102” 19991JJV532F4WF533234 Fruehauf Trailer 53” 19981GTDM1522B541274 GMC Safari 19922B7HB21XILK730700 Dodge Ram 250 1989The aggregate value of the vehicles is less than $100,000.00Exhibit 10.31AMENDMENT NO. 2 TODEBTOR-IN-POSSESSION CREDIT AGREEMENTThis AMENDMENT NO. 2 TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Amendment”) is entered into as of April 12, 2013, byand among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity,together with its successors and assigns in such capacity, “Agent”), 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 Washingtoncorporation (“Premier Agendas”), CHILDCRAFT EDUCATION CORP., a New York corporation (“Childcraft”), BIRD-IN-HAND WOODWORKS, INC., aNew Jersey corporation (“Bird-In-Hand”), and CALIFONE INTERNATIONAL, INC., a Delaware corporation (“Califone”; Parent, ClassroomDirect,Sportime, Delta Education, Premier Agendas, Childcraft, Bird-In-Hand and Califone are collectively “Borrowers” and each a “Borrower”).R E C I T A L S:WHEREAS, on January 28, 2013 (the “Filing Date”), Borrowers and Guarantors (other than Select Agendas, Corp.) filed voluntary petitions for reliefunder chapter 11 of the Bankruptcy Code (as hereinafter defined) in the United States Bankruptcy Court for the District of Delaware (the “BankruptcyCourt”);WHEREAS, Agent and Borrowers have entered into certain financing arrangements pursuant to that certain Debtor-in-Possession Credit Agreement,dated as of January 31, 2013 by and among Borrowers, the financial institutions from time to time party thereto (collectively, the “Lenders” and each a“Lender”) and Agent (as amended by that certain Amendment No. 1 to Debtor-in-Possession Credit Agreement, dated as of February 27, 2013 and as furtheramended hereby, and as the same may have heretofore been or may hereafter be further amended, modified, supplemented, extended, renewed, restated orreplaced (the “Credit Agreement”));WHEREAS, Borrowers have entered into that certain Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of February 27,2013 (as amended by that certain Amendment No. 1 to Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of April 11, 2013, the“Bondholder Amendment”) among Borrowers, Select Agendas, Corp., Frey Scientific, Inc., Sax Arts & Crafts, Inc., U.S. Bank National Association, andthe lenders from time to time party thereto; andWHEREAS, Borrower has requested that Agent and Lenders agree to amend the Credit Agreement in certain respects as more fully described herein, andAgent and Lenders are willing to do so on the terms and subject to the conditions set forth herein.NOW, THEREFORE, in consideration of the foregoing, and the respective agreements, warranties and covenants contained herein, the parties heretoagree as follows:SECTION 1. DEFINITIONS1.1. Interpretation. All capitalized terms used herein (including the recitals hereto) shall have the respective meanings ascribed thereto in the CreditAgreement unless otherwise defined herein.SECTION 2. ACKNOWLEDGMENTS2.1. Binding Effect of Documents. Each Borrower hereby acknowledges, confirms and agrees that:(a) each of the Credit Agreement, Existing Loan Agreement, the Loan Documents and Existing Loan Documents to which it is a party has been dulyexecuted and delivered to Agent by such Borrower, and each is and shall remain in full force and effect as of the date hereof except as modified pursuanthereto,(b) the agreements and obligations of such Borrower contained in such documents and in this Agreement constitute the legal, valid and bindingObligations of such Borrower, enforceable against it in accordance with their respective terms, and such Borrower has no valid defense to theenforcement of such Obligations, and(c) Agent and Lenders are and shall be entitled to the rights, remedies and benefits provided for under the Credit Agreement, the Existing LoanAgreement, the Loan Documents and the Existing Loan Documents and applicable law.SECTION 3. AMENDMENTSIn reliance upon the representations and warranties of the Loan Parties set forth in Section 4 below and subject to the conditions to effectiveness set forthin Section 5 below, effective as of the date hereof, the Credit Agreement is hereby amended as follows:(a) Exhibit B-3 to the Credit Agreement is hereby supplemented by Exhibit A to this Agreement and has been consented to by each Lender, ascontemplated by the definition of “Budget” in Schedule 1.1 of the Credit Agreement.(b) Schedule 5.16 to the Credit Agreement is hereby amended and replaced with Exhibit B to this Agreement.SECTION 4. REPRESENTATIONS AND WARRANTIESEach Borrower hereby represents, warrants and covenants as follows:4.1. Representations in the Credit Agreement and the Loan Documents. The representations and warranties set forth in the Credit Agreement, as amendedhereby, and in the other Loan Documents, as amended to date, are true and correct in all material respects as of thedate hereof, with the same effect as though made on the date hereof (except to the extent such representations and warranties (i) expressly refer to an earlier date,in which case they are true and correct in all material respects as of such earlier date, and (ii) are already qualified by materiality, material adverse effect, orwords of like effect, in which case such representations and warranties shall be true in all respects).4.2. Binding Effect of Documents. This Agreement has been duly authorized, executed and delivered to Agent and Lenders by each Borrower, isenforceable in accordance with its terms and is in full force and effect.4.3. No Conflict. The execution, delivery and performance of this Agreement by each Borrower will not violate any requirement of law or contractualobligation of any Borrower and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues.4.4. Defaults. No Default or Event of Default has occurred and is continuing.SECTION 5. CONDITIONS TO EFFECTIVENESSThe effectiveness of this Agreement is subject to the prior or concurrent consummation of each of the following conditions, each in form and substancesatisfactory to Agent:(a) an original of this Agreement, duly authorized, executed and delivered by each Borrower;(b) an original of the Consent and Reaffirmation as attached at Exhibit C, duly authorized, executed and delivered by each Guarantor;(c) Borrowers shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement, the CreditAgreement, the Existing Loan Agreement, the other Loan Documents and the Existing Loan Documents; and(d) Agent shall have received a fully executed copy of the Bondholder Amendment making a corresponding change to Schedule 5.18 of the BondholderDIP Credit Agreement.SECTION 6. MISCELLANEOUS6.1. Continuing Effect of Credit Agreement. Except as modified pursuant hereto, no other changes or modifications to the Credit Agreement and the LoanDocuments are intended or implied by this Agreement and in all other respects the Credit Agreement and the Loan Documents hereby are ratified, restated andconfirmed by all parties hereto as of the effective date hereof. To the extent of conflict between the terms of this Agreement, the Credit Agreement and the LoanDocuments, the terms of this Agreement shall govern and control. The Credit Agreement and this Agreement shall be read and construed as one agreement.6.2. Costs and Expenses. Each Borrower absolutely and unconditionally agrees to pay to Agent, on demand by Agent at any time, whether or not all orany of the transactions contemplated by this Agreement are consummated: all fees and disbursements of any counsel to Agent in connection with thepreparation, negotiation, execution or delivery of this Agreement and any agreements contemplated hereby and expenses which shall at any time be incurred orsustained by Agent, any Lender, any participant of any Lender or any of their respective directors, officers, employees or agents as a consequence of or in anyway in connection with the preparation, negotiation, execution, or delivery of this Agreement and any agreements contemplated hereby, in each case to the extentsuch expenses constitute Lender Group Expenses required to be paid under the Credit Agreement.6.3. Further Assurances. At Borrowers’ expense, the parties hereto shall execute and deliver such additional documents and take such further action asmay be necessary or desirable to effectuate the provisions and purposes of this Agreement.6.4. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successorsand assigns.6.5. Survival of Representations, Warranties and Covenants. All representations, warranties, covenants and releases of each Borrower made in thisAgreement or any other document furnished in connection with this Agreement shall survive the execution and delivery of this Agreement, and no investigationby Agent or any Lender, or any closing, shall affect the representations and warranties or the right of Agent and Lenders to rely upon them.6.6. Severability. Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidatethe remainder of this Agreement.6.7. Reviewed by Attorneys. Each Borrower represents and warrants to Agent and Lenders that it (a) understands fully the terms of this Agreement andthe consequences of the execution and delivery of this Agreement, (b) has been afforded an opportunity to discuss this Agreement with, and have thisAgreement reviewed by, such attorneys and other persons as such Borrower may wish, and (c) has entered into this Agreement and executed and delivered alldocuments in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person. The parties heretoacknowledge and agree that neither this Agreement nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than theother based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of thisAgreement and the other documents executed pursuant hereto or in connection herewith.6.8. Disgorgement. If Agent or any Lender is, for any reason, compelled by a court or other tribunal of competent jurisdiction to surrender or disgorgeany payment, interest or other consideration described hereunder to any person because the same is determined to be void or voidable as a preference,fraudulent conveyance, impermissible set-off or for any other reason, such indebtedness or part thereof intended to be satisfied by virtue of such payment,interest or other consideration shall be revived and continue as if such payment, interest or other consideration had not been received by Agent or such Lender,and the Borrowers shall be liable to, and shall indemnify, defend and hold Agent or such Lender harmless for, the amount of such payment or interestsurrendered or disgorged. The provisions of this Section 6.8 shall survive execution and delivery of this Agreement and the documents, agreements andinstruments to be executed or delivered herewith.6.9. Relationship. Each Borrower agrees that the relationship between Agent and such Borrower and between each Lender and Borrower is that ofcreditor and debtor and not that of partners or joint venturers. This Agreement does not constitute a partnership agreement, or any other association betweenAgent and any Borrower or between any Lender and any Borrower. Each Borrower acknowledges that Agent and each Lender has acted at all times only as acreditor to such Borrower within the normal and usual scope of the activities normally undertaken by a creditor and in no event has Agent or any Lenderattempted to exercise any control over such Borrower or its business or affairs. Each Borrower further acknowledges that Agent and each Lender has not takenor failed to take any action under or in connection with its respective rights under the Credit Agreement and the Loan Documents that in any way or to anyextent has interfered with or adversely affects such Borrower’s ownership of Collateral.6.10. Governing Law. THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OFTHE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUTREGARD TO CONFLICT OF LAW PRINCIPLES.6.11. Reference to Credit Agreement. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of likeimport, and each reference in the Credit Agreement or in any other Loan Documents, or other agreements, documents or other instruments executed anddelivered pursuant to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Agreement.6.12. Counterparts. This Agreement may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, andeach such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the sameAgreement. Execution and delivery of an executed counterpart of this Agreement by facsimile, “pdf” or other electronic transmission shall be equally effectiveas the delivery of a manually executed original of this Agreement.[signatures on following page]IN WITNESS WHEREOF, this Agreement is executed and delivered as of the date first above written. BORROWERS: SCHOOL SPECIALTY, INC., a Wisconsin corporation By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: CEO & President CLASSROOMDIRECT.COM, LLC, a Delaware limited liability company By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: CEO & President SPORTIME, LLC, a Delaware limited liability company By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: CEO & President DELTA EDUCATION, LLC, a Delaware limited liability company By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: CEO & President PREMIER AGENDAS, INC., a Washington corporation By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: CEO & President CHILDCRAFT EDUCATION CORP., a New York corporation By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: CEO & President BIRD-IN-HAND WOODWORKS, INC., a New Jersey corporation By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: CEO & President CALIFONE INTERNATIONAL, INC., a Delaware corporation By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: CEO & President WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limitedliability company, as Agent, as Co-Collateral Agent, and as a Lender By: /s/ Laura Nickas Name: Laura Nickas Its Authorized Signatory GENERAL ELECTRIC CAPITAL CORPORATION, a Delawarecorporation, as a Co-Collateral Agent, and as a Lender By: /s/ Kai Sorensen Name: Kai Sorensen Its Authorized Signatory BANK OF MONTREAL, as a Lender By: /s/ Josh Hovermale Name: Josh Hovermale Its Authorized Signatory CIT FINANCE LLC,, as a Lender By: /s/ Neal T. Legan Name: Neal T. Legan Its Authorized SignatoryEXHIBIT AtoAMENDMENT NO. 2 TODEBTOR-IN-POSSESSION CREDIT AGREEMENTEXHIBIT B-3Budget Supplement EXHIBIT BtoAMENDMENT NO. 2 TODEBTOR-IN-POSSESSION CREDIT AGREEMENTSCHEDULE 5.16Milestones 1.[Intentionally omitted.] 2.[Intentionally omitted.] 3.[Intentionally omitted.]4. On or before March 19, 2013 (or such later date as Agent, Co-Collateral Agents and the Required Lenders shall agree), (i) the Bankruptcy Court shallhave entered a final order establishing procedures with respect to the marketing and sale of the assets of debtors in the Bankruptcy Cases (the “Debtors”), which order shall be in form and substance (and any modification thereto) reasonably acceptable to Agent and Co-Collateral Agents, and (ii) theDebtors shall have filed a plan of reorganization (the “Plan”) and a motion seeking approval of the disclosure statement and solicitation proceduresrelated to the Plan (the “Disclosure Statement Motion”), in each case, in form and substance (and any modification thereto) reasonably acceptable toAgent, Co-Collateral Agents and the Required Lenders.5. On or before April 23, 2013 (or such later date as Agent, Co-Collateral Agents and the Required Lenders shall agree), obtain entry of an order of theBankruptcy Court granting the Disclosure Statement Motion, which order (and any modifications thereto) shall be in form and substance reasonablyacceptable to Agent, Co- Collateral Agents and the Required Lenders.6. On or before April 26, 2013 (or such later date as Agent and Co-Collateral Agents shall agree in its sole discretion), the debtors in the BankruptcyCases shall have commenced the solicitation of votes in connection with the Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code.7. On or before May 6, 2013, Agent shall have received the executed Exit Financing Commitment Letter(s) and such Exit Financing CommitmentLetter(s) shall remain unmodified and in full force and effect.8. On or before May 8, 2013, assuming sufficient interest to purchase the Debtors’ assets has been expressed in the Debtors’ reasonable businessjudgment, an auction shall have been conducted to determine the highest and/or best bid for the Debtors’ assets (the “Auction”) auction, unless Agentshall have received the executed Exit Financing Commitment Letter(s) on or before May 6, 2013.9. On or before May 17, 2013 (or such later date as Lenders shall agree), the Bankruptcy Court shall have entered (i) a final order approving the sale ofthe Debtors’ assets to the winning bidder at the Auction (assuming that an Auction has been held and a winning bidder and backup bidder, if any havebeen selected) (the “Sale Order”), which order (and any modification thereto) shall be in form and substance reasonably acceptable to Lenders, or (ii) theorder confirming the Plan pursuant to section 1129 of the Bankruptcy Code (assuming the Plan has obtained the requisite votes), which order (and anymodification thereto) shall be in form and substance reasonably acceptable to Lenders.10. On or before May 31, 2013, (i) the sale of the Loan Parties’ assets shall have closed (assuming that an Auction has been held and a winning bidderand backup bidder, if any, have been selected) and the Existing Obligations and Obligations shall have been Paid in Full, or (ii) the effective date of theplan shall have occurred and the Existing Obligations and Obligations shall have been Paid in Full.For purposes of Milestones 4, 5, and 9, any Plan, Disclosure Statement Motion, order approving the Disclosure Statement Motion, order confirming the Planor Sale Order that (i) does not provide that the Obligations and Existing Secured Obligations shall be Paid in Full on or before the May 31, 2013 or(ii) modifies or impairs any of the Lenders’ rights under the Financing Order, including the extent, validity and priority of Liens, shall be deemed notreasonable.EXHIBIT CtoAMENDMENT NO. 2 TODEBTOR-IN-POSSESSION CREDIT AGREEMENTCONSENT AND REAFFIRMATIONEach of the undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the foregoing Amendment No. 2 to Debtor-in-Possession Credit Agreement (the “Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in thatcertain Debtor-in-Possession Credit Agreement dated as of January 31, 2013 (as amended by that certain Amendment No. 1 to Debtor-in-Possession CreditAgreement, dated as of February 27, 2013, and as further amended, supplemented, extended, renewed, restated or otherwise modified from time to time)among Agent, Borrowers and the Lenders from time to time party thereto; (ii) consents to Borrowers’ execution and delivery of the Agreement; (iii) agrees to bebound by the Agreement; (iv) affirms that nothing contained in the Agreement, except as specifically stated therein, shall modify in any respect whatsoever anyLoan Document to which it is a party; and (v) reaffirms its obligations under (a) the Guaranty and Security Agreement and (b) each of the other LoanDocuments to which it is a party (as modified by the Agreement, collectively, the “Reaffirmed Loan Documents”) and confirms that such obligations areunconditional and not subject to any defense, setoff, counterclaim or other adverse claim. Although each Guarantor has been informed of the matters set forthherein and has acknowledged and agreed to same, each Guarantor understands that neither Agent nor any Lender has any obligation to inform any Guarantorof such matters in the future or to seek any Guarantor’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shallcreate such a duty.The undersigned further agree that after giving effect to the Agreement, each Reaffirmed Loan Document shall remain in full force and effect. FREY SCIENTIFIC, INC. By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: CEO & President SAX ARTS & CRAFTS, INC. By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: CEO & President SELECT AGENDAS, CORP. By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: CEO & PresidentExhibit 10.32AMENDMENT NO. 3 TODEBTOR-IN-POSSESSION CREDIT AGREEMENTThis AMENDMENT NO. 3 TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Amendment”) is entered into as of April 23, 2013, byand among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity,together with its successors and assigns in such capacity, “Agent”), 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 Washingtoncorporation (“Premier Agendas”), CHILDCRAFT EDUCATION CORP., a New York corporation (“Childcraft”), BIRD-IN-HAND WOODWORKS, INC., aNew Jersey corporation (“Bird-In-Hand”), and CALIFONE INTERNATIONAL, INC., a Delaware corporation (“Califone”; Parent, ClassroomDirect,Sportime, Delta Education, Premier Agendas, Childcraft, Bird-In-Hand and Califone are collectively “Borrowers” and each a “Borrower”).R E C I T A L S:WHEREAS, on January 28, 2013 (the “Filing Date”), Borrowers and Guarantors (other than Select Agendas, Corp.) filed voluntary petitions for reliefunder chapter 11 of the Bankruptcy Code (as hereinafter defined) in the United States Bankruptcy Court for the District of Delaware (the “BankruptcyCourt”);WHEREAS, Agent and Borrowers have entered into certain financing arrangements pursuant to that certain Debtor-in-Possession Credit Agreement,dated as of January 31, 2013 by and among Borrowers, the financial institutions from time to time party thereto (collectively, the “Lenders” and each a“Lender”) and Agent (as amended by that certain Amendment No. 1 to Debtor-in-Possession Credit Agreement, dated as of February 27, 2013 and that certainAmendment No. 2 to Debtor-in-Possession Credit Agreement, dated as of April 12, 2013, and as further amended hereby, and as the same may have heretoforebeen or may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced (the “Credit Agreement”));WHEREAS, Borrowers have entered into that certain Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of February 27,2013 (as amended by that certain Amendment No. 1 to Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of April 11, 2013, andthat certain Amendment No. 2 to Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of May 3, 2013 (the “BondholderAmendment”) among Borrowers, Select Agendas, Corp., Frey Scientific, Inc., Sax Arts & Crafts, Inc., U.S. Bank National Association, and the lendersfrom time to time party thereto; andWHEREAS, Borrower has requested that Agent and Lenders agree to amend the Credit Agreement in certain respects as more fully described herein, andAgent and Lenders are willing to do so on the terms and subject to the conditions set forth herein.NOW, THEREFORE, in consideration of the foregoing, and the respective agreements, warranties and covenants contained herein, the parties heretoagree as follows:SECTION 1. DEFINITIONS1.1. Interpretation. All capitalized terms used herein (including the recitals hereto) shall have the respective meanings ascribed thereto in the CreditAgreement unless otherwise defined herein.SECTION 2. ACKNOWLEDGMENTS2.1. Binding Effect of Documents. Each Borrower hereby acknowledges, confirms and agrees that: (a) each of the Credit Agreement, Existing LoanAgreement, the Loan Documents and Existing Loan Documents to which it is a party has been duly executed and delivered to Agent by such Borrower, andeach is and shall remain in full force and effect as of the date hereof except as modified pursuant hereto, (b) the agreements and obligations of such Borrowercontained in such documents and in this Agreement constitute the legal, valid and binding Obligations of such Borrower, enforceable against it in accordancewith their respective terms, and such Borrower has no valid defense to the enforcement of such Obligations, and (c) Agent and Lenders are and shall beentitled to the rights, remedies and benefits provided for under the Credit Agreement, the Existing Loan Agreement, the Loan Documents and the Existing LoanDocuments and applicable law.SECTION 3. AMENDMENTSIn reliance upon the representations and warranties of the Loan Parties set forth in Section 4 below and subject to the conditions to effectiveness set forthin Section 5 below, effective as of the date hereof, the Credit Agreement is hereby amended as follows:(a) The last paragraph of Section 2.1(a) of the Credit Agreement is hereby amended by adding the following sentence to the end thereof:“Until such time that Borrowers have delivered the Exit Financing Commitment Letters to Agent, the Revolver Usage may not exceed $55,000,000(or such greater amount as may be agreed to by all Lenders in writing).Subject to the conditions set forth in this Agreement and other Loan Documents, from and after June 3, 2013 until and including June 7, 2013,Borrowers may continue to request Revolving Loans from Lenders (provided that the Revolver Usage may not exceed $68,000,000 limit set forth in theBudget during such time) if, on or before any requests for Revolving Loans are made, on June 3, 2013:(a) the Exit Financing Commitment Letter(s) remain in full force and effect and the Bondholder DIP Credit Agreement (as amended by that certainAmendment No. 2 to Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of May 3, 2013) remains in full force and effect,(b) all conditions precedent to the occurrence of the Effective Date (as defined in the Plan) have been satisfied or waived other than (i) the merepassage of time for the Confirmation Order (as defined in and required under the Plan) to have become a Final Order (as defined in and required underthe Plan) and (ii) the closing of the Exit Facilities (as defined in the Plan and as contemplated by Section VIII.B.(6) of the Plan),(c) Borrowers deliver to Agent a certification in form and substance reasonably satisfactory to Co-Collateral Agents that (i) the credit agreementevidencing the ABL Exit Facility, the credit agreement evidencing the Term Loan Exit Facility, and the intercreditor agreement among the lenders for suchfacilities are each in substantially final form, and (ii) in Borrowers’ good faith determination after diligent inquiry, Borrowers have no knowledge or anyreason to expect that any conditions to closing and funding of the initial loans under the Exit Facilities cannot or will not be satisfied or waived on orbefore June 7, 2013, and(d) as of May 31, 2013 and projected as of June 7, 2013, in each case based upon the pro forma borrowing base certificates prepared byBorrowers in good faith and in accordance with the proposed terms under the ABL Exit Facility and otherwise in form and substance reasonablyacceptable to the Co-Collateral Agents, Borrowers will have sufficient availability under the ABL Exit Facility to meet the closing date availabilityrequirement thereunder and to otherwise be in compliance with Section 8.12(s) of this Agreement based upon the financing contemplated by the ExitFinancing Commitment Letters;provided, further, that if Borrowers are unable to satisfy any of the conditions set forth in subclauses (a) through (d), then from and after June 3,2013 until and including June 7, 2013, Borrowers may request Revolving Loans but the Revolver Usage at any time may not exceed the permittedRevolver Usage as of the close of business May 31, 2013 unless otherwise agreed to by all Lenders in writing.”(b) Exhibit B-3 to the Credit Agreement is hereby supplemented by Exhibit A to this Agreement and has been consented to by each Lender, ascontemplated by the definition of “Budget” in Schedule 1.1 of the Credit Agreement.(c) The definition of Exit Financing Commitment Letter(s) in Schedule 1.1 of the Credit Agreement is hereby amended by replacing the reference to“May 31, 2013” with “June 7, 2013”.(d) Schedule 5.16 to the Credit Agreement is hereby amended and replaced with Exhibit B to this Agreement.SECTION 4. REPRESENTATIONS AND WARRANTIESEach Borrower hereby represents, warrants and covenants as follows:4.1. Representations in the Credit Agreement and the Loan Documents. The representations and warranties set forth in the Credit Agreement, asamended hereby, and in the other Loan Documents, as amended to date, are true and correct in all material respects as of the date hereof, with the same effectas though made on the date hereof (except to the extent such representations and warranties (i) expressly refer to an earlier date, in which case they are true andcorrect in all material respects as of such earlier date, and (ii) are already qualified by materiality, material adverse effect, or words of like effect, in which casesuch representations and warranties shall be true in all respects).4.2. Binding Effect of Documents. This Agreement has been duly authorized, executed and delivered to Agent and Lenders by each Borrower, isenforceable in accordance with its terms and is in full force and effect.4.3. No Conflict. The execution, delivery and performance of this Agreement by each Borrower will not violate any requirement of law or contractualobligation of any Borrower and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues.4.4. Defaults. No Default or Event of Default has occurred and is continuing.SECTION 5. CONDITIONS TO EFFECTIVENESSThe effectiveness of this Agreement is subject to the consummation of each of the following conditions, each in form and substance satisfactory toAgent:(a) an original of this Agreement, duly authorized, executed and delivered by each Borrower;(b) an original of the Consent and Reaffirmation as attached at Exhibit B, duly authorized, executed and delivered by each Guarantor;(c) Borrowers’ filing of motion (at Agent’s request) and subsequent entry of an order of the Bankruptcy Court, each in form and substancereasonably satisfactory to Agent, authorizing this Agreement and the Consent and Reaffirmation to be executed by and binding upon Borrowers and eachGuarantor, which condition may be waived by Agent in its sole discretion;(d) Borrowers shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement, the CreditAgreement, the Existing Loan Agreement, the other Loan Documents and the Existing Loan Documents;(e) Borrowers shall provide to Agent’s financial advisor and counsel (subject to the condition of no further distribution beyond professionals)copies of each final proposal letter received by Borrowers to date from any potential exit lender with whom they are negotiating proposed chapter 11 exitfinancing, redacted for names and other confidential information; and(f) Agent shall have received a fully executed copy of the Bondholder Amendment making a corresponding change to Schedule 5.18 of theBondholder DIP Credit Agreement.SECTION 6. MISCELLANEOUS6.1. Amendment Fee. In consideration for the amendments to the Credit Agreement set forth herein, Borrowers shall pay to Agent, for the ratablebenefit of each Lender, an amendment fee of $300,000, which fee is deemed to be fully earned as of the date hereof and $100,000 of which is due and payableon May 7, 2013 and $200,000 of which is due and payable upon the execution and delivery of this Agreement by each of the parties listed on the signaturepages hereto.6.2. Continuing Effect of Credit Agreement. Except as modified pursuant hereto, no other changes or modifications to the Credit Agreement and theLoan Documents are intended or implied by this Agreement and in all other respects the Credit Agreement and the Loan Documents hereby are ratified, restatedand confirmed by all parties hereto as of the effective date hereof. To the extent of conflict between the terms of this Agreement, the Credit Agreement and theLoan Documents, the terms of this Agreement shall govern and control. The Credit Agreement and this Agreement shall be read and construed as oneagreement.6.3. Exit Financing. Borrowers shall promptly provide to Agent’s financial advisor and counsel (subject to the condition of no further distributionbeyond professionals) copies of the following documents, redacted for names and other confidential information except as set forth below: (i) each finalproposal letter received by Borrowers on or after the date hereof from any potential exit lender (except for any proposal letter that Borrowers have rejected ordeemed unsatisfactory), (ii) on and after May 3, 2013, the then current draft of commitment letters received by Borrowers from all lenders, including the totalamount of the facilities, the borrowing base, the advance rate formulae (if any) and any conditions to closing, and (iii) after May 3, 2013, all amendments andmodifications to such proposed commitment letters.6.4. Costs and Expenses. Each Borrower absolutely and unconditionally agrees to pay to Agent, on demand by Agent at any time, whether or not all orany of the transactions contemplated by this Agreement are consummated: all fees and disbursements of any counsel to Agent in connection with thepreparation, negotiation, execution or delivery of this Agreement and any agreements contemplated hereby and expenses which shall at any time be incurred orsustained by Agent, any Lender, any participant of any Lender or any of their respective directors, officers, employees or agents as a consequence of or in anyway in connection with the preparation, negotiation, execution, or delivery of this Agreement and any agreements contemplated hereby, in each case to the extentsuch expenses constitute Lender Group Expenses required to be paid under the Credit Agreement.6.5. Further Assurances. At Borrowers’ expense, the parties hereto shall execute and deliver such additional documents and take such further actionas may be necessary or desirable to effectuate the provisions and purposes of this Agreement.6.6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respectivesuccessors and assigns.6.7. Survival of Representations, Warranties and Covenants. All representations, warranties, covenants and releases of each Borrower made inthis Agreement or any other document furnished in connection with this Agreement shall survive the execution and delivery of this Agreement, and noinvestigation by Agent or any Lender, or any closing, shall affect the representations and warranties or the right of Agent and Lenders to rely upon them.6.8. Severability. Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair orinvalidate the remainder of this Agreement.6.9. Reviewed by Attorneys. Each Borrower represents and warrants to Agent and Lenders that it (a) understands fully the terms of this Agreementand the consequences of the execution and delivery of this Agreement, (b) has been afforded an opportunity to discuss this Agreement with, and have thisAgreement reviewed by, such attorneys and other persons as such Borrower may wish, and (c) has entered into this Agreement and executed and delivered alldocuments in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person. The parties heretoacknowledge and agree that neither this Agreement nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than theother based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of thisAgreement and the other documents executed pursuant hereto or in connection herewith.6.10. Disgorgement. If Agent or any Lender is, for any reason, compelled by a court or other tribunal of competent jurisdiction to surrender or disgorgeany payment, interest or other consideration described hereunder to any person because the same is determined to be void or voidable as a preference,fraudulent conveyance, impermissible set-off or for any other reason, such indebtedness or part thereof intended to be satisfied by virtue of such payment,interest or other consideration shall be revived and continue as if such payment, interest or other consideration had not been received by Agent or such Lender,and the Borrowers shall be liable to, and shall indemnify, defend and hold Agent or such Lender harmless for, the amount of such payment or interestsurrendered or disgorged. The provisions of this Section 6.10 shall survive execution and delivery of this Agreement and the documents, agreements andinstruments to be executed or delivered herewith.6.11. Relationship. Each Borrower agrees that the relationship between Agent and such Borrower and between each Lender and Borrower is that ofcreditor and debtor and not that of partners or joint venturers. This Agreement does not constitute a partnership agreement, or any other association betweenAgent and any Borrower or between any Lender and any Borrower. Each Borrower acknowledges that Agent and each Lender has acted at all times only as acreditor to such Borrower within the normal and usual scope of the activities normally undertaken by acreditor and in no event has Agent or any Lender attempted to exercise any control over such Borrower or its business or affairs. Each Borrower furtheracknowledges that Agent and each Lender has not taken or failed to take any action under or in connection with its respective rights under the Credit Agreementand the Loan Documents that in any way or to any extent has interfered with or adversely affects such Borrower’s ownership of Collateral.6.12. Governing Law. THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OFTHE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUTREGARD TO CONFLICT OF LAW PRINCIPLES.6.13. Reference to Credit Agreement. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of likeimport, and each reference in the Credit Agreement or in any other Loan Documents, or other agreements, documents or other instruments executed anddelivered pursuant to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Agreement.6.14. Counterparts. This Agreement may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts,and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and thesame Agreement. Execution and delivery of an executed counterpart of this Agreement by facsimile, “pdf” or other electronic transmission shall be equallyeffective as the delivery of a manually executed original of this Agreement.[signatures on following page]IN WITNESS WHEREOF, this Agreement is executed and delivered as of the date first above written. BORROWERS: SCHOOL SPECIALTY, INC., a Wisconsin corporation By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: President CLASSROOMDIRECT.COM, LLC, a Delaware limited liability company By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: President SPORTIME, LLC, a Delaware limited liability company By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: President DELTA EDUCATION, LLC, a Delaware limited liability company By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: PresidentSignature Page to Amendment No. 3 to Debtor-in-Possession Credit AgreementPREMIER AGENDAS, INC., a Washington corporationBy: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice President CHILDCRAFT EDUCATION CORP., a New YorkcorporationBy: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President BIRD-IN-HAND WOODWORKS, INC., a New JerseycorporationBy: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President CALIFONE INTERNATIONAL, INC., a DelawarecorporationBy: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentSignature Page to Amendment No. 3 to Debtor-in-Possession Credit AgreementWELLS FARGO CAPITAL FINANCE, LLC, a Delawarelimited liability company, as Agent, as Co-Collateral Agent,and as a LenderBy: /s/ Laura NickasName: Laura Nickas Its Authorized SignatorySignature Page to Amendment No. 3 to Debtor-in-Possession Credit AgreementGENERAL ELECTRIC CAPITAL CORPORATION, aDelaware corporation, as aCo-Collateral Agent, and as a LenderBy: /s/ Kai SorensenName: Kai Sorensen Its Authorized SignatorySignature Page to Amendment No. 3 to Debtor-in-Possession Credit AgreementBANK OF MONTREAL, as a LenderBy: /s/ Stephanie SlavkinName: Stephanie Slavkin Its Authorized SignatorySignature Page to Amendment No. 3 to Debtor-in-Possession Credit AgreementCIT FINANCE LLC,, as a LenderBy: /s/ Kelly HartnettName: Kelly Hartnett Its Authorized SignatorySignature Page to Amendment No. 3 to Debtor-in-Possession Credit AgreementEXHIBIT AtoAMENDMENT NO. 3 TODEBTOR-IN-POSSESSION CREDIT AGREEMENTSUPPLEMENTAL BUDGETEXHIBIT BtoAMENDMENT NO. 3 TODEBTOR-IN-POSSESSION CREDIT AGREEMENTSCHEDULE 5.16Milestones 1.[Intentionally omitted.] 2.[Intentionally omitted.] 3.[Intentionally omitted.] 4.On or before March 19, 2013 (or such later date as Agent, Co-Collateral Agents and the Required Lenders shall agree), (i) the Bankruptcy Court shallhave entered a final order establishing procedures with respect to the marketing and sale of the assets of debtors in the Bankruptcy Cases (the“Debtors”), which order shall be in form and substance (and any modification thereto) reasonably acceptable to Agent and Co-Collateral Agents, and(ii) the Debtors shall have filed a plan of reorganization (the “Plan”) and a motion seeking approval of the disclosure statement and solicitationprocedures related to the Plan (the “Disclosure Statement Motion”), in each case, in form and substance (and any modification thereto) reasonablyacceptable to Agent, Co-Collateral Agents and the Required Lenders. 5.On or before April 25, 2013 (or such later date as Agent, Co-Collateral Agents and the Required Lenders shall agree), obtain entry of an order of theBankruptcy Court granting the Disclosure Statement Motion, which order (and any modifications thereto) shall be in form and substance reasonablyacceptable to Agent, Co-Collateral Agents and the Required Lenders. 6.On or before April 29, 2013 (or such later date as Agent and Co-Collateral Agents shall agree in its sole discretion), the debtors in the Bankruptcy Casesshall have commenced the solicitation of votes in connection with the Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code. 7.On or before May 13, 2013, (i) Agent shall have received the executed Exit Financing Commitment Letter(s) and such Exit Financing CommitmentLetter(s) shall remain unmodified and in full force and effect and (ii) Agent shall have received a written agreement binding upon each of the lendersunder the Bondholder DIP Credit Agreement pursuant to which such lenders agree to accept equity in the reorganized Debtors (and have agreed to theamount and terms of such equity) in partial satisfaction of an agreed upon amount of obligations under the Bondholder DIP Credit Agreement, in formand substance reasonably acceptable to Agent and Co-Collateral Agents. 8.[Intentionally omitted.].9.On or before May 24, 2013 (or such later date as Lenders shall agree), the Bankruptcy Court shall have entered the order confirming the Plan pursuantto section 1129 of the Bankruptcy Code (assuming the Plan has obtained the requisite votes), which order (and any modification thereto) shall be inform and substance reasonably acceptable to Lenders. 10.On or before June 7, 2013, the Effective Date (as defined in the Plan) shall have occurred and the Existing Secured Obligations and Obligations shallhave been Paid in Full.For purposes of Milestones 4, 5, and 9, any Plan, Disclosure Statement Motion, order approving the Disclosure Statement Motion, or order confirming thePlan that (i) does not provide that the Obligations and Existing Secured Obligations shall be Paid in Full on or before the June 7, 2013 or (ii) modifies orimpairs any of the Lenders’ rights under the Financing Order, including the extent, validity and priority of Liens, shall be deemed not reasonable.EXHIBIT BtoAMENDMENT NO. 3 TODEBTOR-IN-POSSESSION CREDIT AGREEMENTCONSENT AND REAFFIRMATIONEach of the undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the foregoing Amendment No. 3 to Debtor-in-PossessionCredit Agreement (the “Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certainDebtor-in-Possession Credit Agreement dated as of January 31, 2013 (as amended by that certain Amendment No. 1 to Debtor-in-Possession Credit Agreement,dated as of February 27, 2013, and that certain Amendment No. 2 to Debtor-in-Possession Credit Agreement, dated as of April 12, 2013, and as furtheramended, supplemented, extended, renewed, restated or otherwise modified from time to time) among Agent, Borrowers and the Lenders from time to timeparty thereto; (ii) consents to Borrowers’ execution and delivery of the Agreement; (iii) agrees to be bound by the Agreement; (iv) affirms that nothing containedin the Agreement, except as specifically stated therein, shall modify in any respect whatsoever any Loan Document to which it is a party; and (v) reaffirms itsobligations under (a) the Guaranty and Security Agreement and (b) each of the other Loan Documents to which it is a party (as modified by the Agreement,collectively, the “Reaffirmed Loan Documents”) and confirms that such obligations are unconditional and not subject to any defense, setoff, counterclaim orother adverse claim. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, each Guarantorunderstands that neither Agent nor any Lender has any obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’sacknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.The undersigned further agree that after giving effect to the Agreement, each Reaffirmed Loan Document shall remain in full force and effect. FREY SCIENTIFIC, INC.By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Vice PresidentSAX ARTS & CRAFTS, INC.By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President SELECT AGENDAS, CORP.By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentSignature Page to Consent and ReaffirmationExhibit 10.33August 16, 2012Patrick T. Collins5566 South Oak StreetHinsdale, IL 60521Dear Pat:I am pleased to offer you the position of Senior Vice President, Sales for School Specialty, Inc. (SSI). This position will report directly to the President andCEO, Michael Lavelle.The following highlights key aspects of our offer of employment: • Start Date: On or before September 4, 2012. • Work Location: Your official work location will be in our Greenville, WI office. We do not require that you relocate as part of the job, but doexpect that you will spend the time necessary in Wisconsin and elsewhere, with our various sales forces, to lead the national sales organization. • Employment: You employment is contingent on the successful completion of a background check and pre-employment drug screen. Abackground check form is enclosed with this letter; please complete and email or fax the form to the attention of Heather Rundquist at (920) 993-4304. The drug screen will be completed on site during your first day of employment with us. • Total Compensation: The following describes the compensation elements of our offer, which include: • Base Salary: You will receive a base salary of $300,000 on an annualized basis or at a biweekly rate of $11,538.46. • Bonus Plan: You are eligible for participation in the Annual Bonus Plan Program of School Specialty starting with SSI’s fiscal 2013 yearwhich began May 1. This position has a targeted payout of 40% of annual base salary and a potential payout of up to 60% of your basesalary. We will prorate any fiscal 2013 bonus to reflect your time with SSI during the fiscal year. • Long Term Incentive: This position is eligible to participate in the School Specialty Long Term Equity Incentive Program. Given the levelof this position, there are several equity vehicles that make up your new hire long term incentive award, each of which will be evidencedby a separate written agreement.stPatrick T. CollinsAugust 16, 2012Page 2 Restricted Stock Unites (NSU) award: Upon your start date, you will receive an RSU award consisting of 27,500 shares. This is a time-based vesting award and shares will vest ratably over a 3-year period, with the first third vesting on the one year anniversary date of yourhire. The second third will vest upon the completion of your second anniversary date, and the final third will vest upon completion ofyour third anniversary. • Stock Option Grant (with no requirement to purchase stock): Upon your start date, you’ll receive a Stock Option award consisting of30,000 options. The options are subject to a four-year vesting program at 25% per year starting with your first anniversary date of hireand are valid for ten years. • Stock Option Grant (with requirement to purchase stock): Upon your start date, you’ll be issued a Stock Option award consisting of75,000 options. However, to initiate vesting of these options, you will first be required to accumulate $115,000 in purchased shares. Oncethis is completed, this award will vest; 25% upon an SSI stock price achievement of $5.00 per share; 25% upon an SSI stock priceachievement of $10.00 per share; 25% upon an SSI stock price achievement of $15.00 per share; and 25% upon an SSI stock priceachievement of $20.00 per share. Additionally, even if the share price targets are achieved, no options are exercisable during the first yearof employment. Assuming share price targets are met, you may exercise up to, but no more than, one-third of this award upon the firstanniversary date of your hire. A second third may be exercised upon your second anniversary date, and the final third upon your thirdanniversary date, assuming share price targets are met each of the years. The award has a 10-year term. • Benefits: During the term of your employment with the Company, you will receive all benefits customarily provided by the Company to itssimilarly situated employees. The Company shall have the right in its sole discretion to modify or eliminate any benefits provided to its associates.A Summary of your Benefits is included with the hard copy package that is mailed to you. • Vacation (PTO): You will accrue 4 weeks of Paid Time Off (PTO) annually. • Holiday Shutdown: All Company operations will shut down the week of December 24-28, 2012. During this time you will not be paid, but willbe eligible for two additional floating holidays that you can take at any point in calendar year 2012. • Covenants and Conditions: You agree to the covenants and conditions as listed in Exhibit A attached. Please print two (2) copies of this offerletter and of Exhibit A, sign both, and email or fax one copy to Heather Rundquist at (920) 993-4304. Please retain a copy for your files. Then,please bring an original Exhibit A and an original signed offer letter with you when you start.Patrick T. CollinsAugust 16, 2012Page 3 • Severance: Should your employment be terminated for reasons other than “cause”, and assuming you are in this role or in a role at an equivalentlevel upon termination, you will be eligible to receive the standard severance package for your execute level which includes one (1) year ofseverance based on your current annual salary at the date of termination. The severance payment is contingent upon your execution of a writtenseparation agreement (including a general release of claims) in a form acceptable to the Company within thirty (30) days of the date of yourtermination and will be paid to you in accordance with the Company’s regular payroll practices over the one-year period following suchtermination. • Definition of “Cause”: Definition of “Cause”: “Cause” shall mean any of the following: (1) Employee has materially breached anyagreement to which Employee and the Company are parties or any Company policy (including the Company’s policy against unlawfulharassment), or has materially breached any other obligation or duty owed to the Company, including, but not limited to, Employee’ssubstantial failure or willful refusal to perform his duties and responsibilities to the Company; (2) Employee has committed grossnegligence, willful misconduct or any violation of law in the performance of Employee’s duties for the Company; (3) Employee has takenany action substantially likely to result in discredit to or loss of business, reputation or goodwill of the Company; (4) Employee has failedto follow reasonable instructions from the Board, officer, body or other entity or individual to whom Employee reports concerning theoperations or business of the Company; (5) Employee has been convicted of or pled nolo contendere to a felony or other crime, thecircumstances of which substantially relate to Employee’s employment duties with the Company; (6) Employee has misappropriatedfunds or property of the Company or engaged in any material act of dishonesty; (7) Employee has attempted to obtain a personal profitfrom any transaction in which the Company has an interest, and which constitutes a corporate opportunity of the Company, or which isadverse to the interests of the Company, unless the transaction was approved in writing by the Company’s Board after full disclosure ofall details relating to such transaction. For the purposes of this definition of “Cause,” no act or failure to act on Employee’s part will bedeemed “willful” unless done or omitted to be done, by the Employee in bad faith. • In addition: You also warrant and represent to School Specialty, Inc. that as of the date of this employment offer, you are not subject to anyemployment, consulting, service agreement or any restrictive covenants or agreements of any type, which would conflict or prohibit you formfully carrying out the duties of the position being offered to you. In addition, you warrant and represent to School Specialty, Inc. that you have notand will not retain or use for the benefit of School Specialty, Inc. any confidential information, records, trade secrets or other property of a formeremployer.Patrick T. CollinsAugust 16, 2012Page 4 Pat, on behalf of all of us at School Specialty, Inc. we are very much looking forward to the value you will bring to this role. Should you have any questions,please do not hesitate to contact me directly at (920) 882-5800.Sincerely, Michael LavellePresident and CEOSchool Specialty, Inc. cc: Corporate Human Resources I, /s/ Patrick T. Collins , accept the terms as outlined in this offer of employment (Printed Name) Patrick T. Collins 8/20/12 Exhibit 10.34EXECUTION VERSION SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSIONCREDIT AGREEMENTDated as of February 27, 2013amongSCHOOL SPECIALTY, INC.,CLASSROOMDIRECT.COM, LLC,DELTA EDUCATION, LLC,SPORTIME, LLC,CHILDCRAFT EDUCATION CORP.,BIRD-IN-HAND WOODWORKS, INC.,CALIFONE INTERNATIONAL, INC.,andPREMIER AGENDAS, INC.,as Borrowers,SELECT AGENDAS, CORP.,FREY SCIENTIFIC, INC.,andSAX ARTS & CRAFTS, INC.,as Guarantors,THE LENDERS,as defined herein,andU.S. BANK NATIONAL ASSOCIATION,as Administrative Agent and as Collateral Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Payments 38 ARTICLE II CREDIT FACILITIES 38 Section 2.1 Loans 38 Section 2.2 Procedures for Loans 39 Section 2.3 Interest 39 Section 2.4 Setting and Notice of Rates 39 Section 2.5 Repayment of Loans; Representations; Joint and Several Liability 40 Section 2.6 Notes 41 Section 2.7 Fees 42 Section 2.8 Use of Proceeds 42 Section 2.9 Prepayments; Apportionment and Application 43 Section 2.10 Payments 45 Section 2.11 Taxes 48 Section 2.12 Increased Costs; Capital Adequacy; Funding Exceptions 52 Section 2.13 Funding Losses 55 Section 2.14 Right of Lenders to Fund through Other Offices 55 Section 2.15 Discretion of Lenders as to Manner of Funding 55 Section 2.16 Conclusiveness of Statements; Survival of Provisions 55 Section 2.17 Protective Advances 56 Section 2.18 Maximum Interest 56 Section 2.19 Defaulting Lenders 56 ARTICLE III CONDITIONS OF LENDING 57 Section 3.1 Conditions Precedent to the Closing Date 57 Section 3.2 Additional Conditions Precedent to Each Loan 61 Section 3.3 Additional Conditions Precedent to Each Loan Made on an Extended Funding Date 62 ARTICLE IV REPRESENTATIONS AND WARRANTIES 63 Section 4.1 Existence and Power; Good Standing; Compliance with Law 63 Section 4.2 Authorization for Borrowings; No Conflict as to Law or Agreements 63 Section 4.3 Legal Agreements 64 Section 4.4 Group Members; Subsidiaries; Equity Interests 64 Section 4.5 Financial Condition; No Adverse Change; No Restricted Payments 64 Section 4.6 Litigation 65 Section 4.7 Margin Regulations 65 Section 4.8 Taxes 65 Section 4.9 Titles and Liens; Letters of Credit 65 Section 4.10 Employee Benefits Plans 66 Section 4.11 Default; Affiliate Transactions; Material Contracts 66 iSection 4.12 Environmental Compliance 67 Section 4.13 [Reserved] 68 Section 4.14 Real Estate 68 Section 4.15 Deposit Accounts and Securities Accounts 69 Section 4.16 Labor Relations 69 Section 4.17 Relevant Jurisdictions 69 Section 4.18 Intellectual Property 70 Section 4.19 Ownership 70 Section 4.20 Restrictions on Subsidiaries 70 Section 4.21 Insurance 70 Section 4.22 Schedules 71 Section 4.23 Anti-Terrorism Laws 71 Section 4.24 [Reserved] 71 Section 4.25 Surety Obligations 71 Section 4.26 Brokers 71 Section 4.27 Burdensome Contracts 72 Section 4.28 Not a Regulated Entity 72 Section 4.29 Payables Practices 72 Section 4.30 Criminal Charges 72 Section 4.31 Commodity Hedging 72 Section 4.32 Complete Disclosure 73 Section 4.33 Survival of Representations and Warranties 73 Section 4.34 Reorganization Matters 73 Section 4.35 Registered Pension Plan 73 Section 4.36 Canadian Employee Benefits Plans 74 ARTICLE V AFFIRMATIVE COVENANTS 74 Section 5.1 Reporting Requirements 74 Section 5.2 Books and Records; Inspection and Examination; Appraisals 81 Section 5.3 Compliance with Laws 82 Section 5.4 Payment of Taxes and Other Claims; Environmental Compliance Payments 83 Section 5.5 Maintenance of Properties; Material Contracts 83 Section 5.6 Insurance 83 Section 5.7 Preservation of Existence 85 Section 5.8 Subsidiaries 85 Section 5.9 Permits 86 Section 5.10 Lender Group Meetings 86 Section 5.11 Real Estate 86 Section 5.12 Deposit Accounts and Securities Accounts; Cash Management 86 Section 5.13 Inventory Sold on Consignment 87 Section 5.14 Further Assurances 88 Section 5.15 ERISA Compliance 88 Section 5.16 Post Closing Obligations 89 Section 5.17 Term Loan Priority Collateral Deposit Account 89 Section 5.18 Milestones 89 Section 5.19 Chief Restructuring Officer 89 iiSection 5.20 Exit Lenders 90 ARTICLE VI NEGATIVE COVENANTS 90 Section 6.1 Liens 90 Section 6.2 Debt; Surety Bonds 90 Section 6.3 Investments 91 Section 6.4 Restricted Payments; Payments on Subordinated Debt and Other Debt 91 Section 6.5 Sale or Transfer of Assets; Suspension of Business Operations 92 Section 6.6 Restrictions on Issuance and Sale of Subsidiary Stock; Agreements Binding on Subsidiaries 93 Section 6.7 Consolidation, Dissolution, Amalgamation and Merger; Fundamental Changes; Asset Acquisitions; Officer Appointments 94 Section 6.8 Restrictions on Nature of Business 94 Section 6.9 Prohibition of Entering into Negative Pledge Arrangements 94 Section 6.10 Accounting 95 Section 6.11 Hazardous Substances 95 Section 6.12 Transactions with Affiliates 95 Section 6.13 No Amendments of Organization Documents, Material Contracts or ABL DIP Credit Documents 96 Section 6.14 No Sale-Leaseback Transactions 97 Section 6.15 Anti-Terrorism Laws 97 Section 6.16 Total Outstanding ABL DIP Amount 97 Section 6.17 [Reserved] 97 Section 6.18 [Reserved] 97 Section 6.19 [Reserved] 97 Section 6.20 [Reserved] 97 Section 6.21 [Reserved] 97 Section 6.22 [Reserved] 97 Section 6.23 Inventory at Bailees 97 Section 6.24 Maximum ABL Outstandings 97 Section 6.25 Proceeds of Term Loan Priority Collateral 98 Section 6.26 Select Agendas Legal Opinion 98 Section 6.27 Premier School Agendas Investments 98 Section 6.28 Chapter 11 Claims 98 Section 6.29 Prohibited Use of Proceeds 99 Section 6.30 Amendments to the DIP Order 99 Section 6.31 Variance Test 99 ARTICLE VII EVENTS OF DEFAULT; RIGHTS AND REMEDIES 100 Section 7.1 Events of Default 100 Section 7.2 Rights and Remedies 106 ARTICLE VIII AGREEMENT AMONG LENDERS AND AGENT 108 Section 8.1 Authorization; Powers 108 Section 8.2 Application of Proceeds 110 Section 8.3 Exculpation 110 iiiSection 8.4 Use of the term “Agent” 111 Section 8.5 Reimbursement for Costs and Expenses 111 Section 8.6 Payments Received Directly by Lenders 111 Section 8.7 Indemnification 111 Section 8.8 Agent and Affiliates 112 Section 8.9 Credit Investigation 112 Section 8.10 Defaults 112 Section 8.11 Obligations Several 112 Section 8.12 Sale or Assignment; Addition of Lenders 113 Section 8.13 Participation 115 Section 8.14 [Reserved] 115 Section 8.15 Agent’s Counsel 115 Section 8.16 Obligor not a Beneficiary or Party 115 Section 8.17 Administrative Agent and Collateral Agent May Delegate Duties 115 Section 8.18 Collateral Matters 116 Section 8.19 Agency for Perfection 117 Section 8.20 Field Audits and Examinations; Confidentiality; Disclaimers by Lenders 117 Section 8.21 Successor Agent 118 ARTICLE IX GUARANTY 118 Section 9.1 Guaranty 118 Section 9.2 Special Provisions Applicable to Additional Guarantors 123 Section 9.3 Maximum Liability of Obligors 123 Section 9.4 Contribution Rights, Etc. 124 ARTICLE X MISCELLANEOUS 125 Section 10.1 No Waiver; Cumulative Remedies 125 Section 10.2 Amendments, Requested Waivers, Etc. 125 Section 10.3 Notices and Distributions 126 Section 10.4 Expenses 127 Section 10.5 Costs and Expenses; Indemnification 128 Section 10.6 Execution in Counterparts 129 Section 10.7 Governing Law; Jurisdiction; Waiver of Jury Trial; Waiver of Special, Direct, or Consequential Damages 129 Section 10.8 Integration; Inconsistency 130 Section 10.9 Agreement Effectiveness 130 Section 10.10 Advice from Independent Counsel 130 Section 10.11 Binding Effect; No Assignment by Borrower; Third Party Beneficiary 131 Section 10.12 Confidentiality 131 Section 10.13 Severability of Provisions 132 Section 10.14 Senior Debt 132 Section 10.15 Release of Carson-Dellosa Equity 132 Section 10.16 USA Patriot Act 132 Section 10.17 Administrative Borrower as Agent for Borrower 133 Section 10.18 Intercreditor Agreement 133 Section 10.19 Conflict 133 ivExhibits and Schedules Exhibits: A Compliance CertificateB Variance Report CertificateC Guaranty SupplementD Notice of BorrowingE Security AgreementF Intercompany Subordination and Payment AgreementG Assignment CertificateH Approved BudgetSchedules: 1.1.1 Commitment4.1 Permits4.4 — Part A Group Members4.4 — Part B Outstanding Options4.4 — Part C List of Acquisitions and Mergers4.5 Agreed Restricted Payments4.6 Litigation4.8 Taxes4.9 Letters of Credit4.10 ERISA Plans4.11 — Part A Material Contracts — Agreements with Affiliates4.11 — Part B Material Contracts4.11 — Part C Material Contracts — Exceptions4.12 Environmental Compliance4.14(a) — Part A Owned Real Property and Leased Real Property4.14(a) — Part B Leases affecting Owned Real Property or Leased Real Property4.14(b) — Part A Defaults Under Leases Under Which a Borrower is the Tenant or Subtenant4.14(b) — Part B Defaults Under Leases Under Which a Borrower is the Landlord or Sublessor4.14(c) Inventory/Equipment Location4.15 Deposit Accounts and Securities Accounts4.16A Labor Complaints; Etc.4.16B Union Matters4.17 Relevant Jurisdictions4.18 Intellectual Property4.19 Ownership4.21 Insurance4.26 Brokers v4.27 Restrictive Agreements4.30 Criminal Charges5.12 Acceptable Cash Management System5.18 Milestones6.1 Permitted Liens6.2 Permitted Debt6.2 — Part A Non-Affiliated Debt6.2 — Part B Affiliated Debt6.3(c) Permitted Investments6.14 Permitted Sale-Leasebacks10.3 Addresses for Notices viSENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSIONCREDIT AGREEMENTThis Senior Secured Super Priority Debtor-in-Possession Credit Agreement is dated as of February 27, 2013, and is entered into by and among SchoolSpecialty, Inc., a Wisconsin corporation (“School Specialty” or the “Administrative Borrower”), each of ClassroomDirect.com, LLC, a Delaware limitedliability company, Delta Education, LLC, a Delaware limited liability company, Sportime, LLC, a Delaware limited liability company, Childcraft EducationCorp., a New York corporation, Bird-in-Hand Woodworks, Inc. a New Jersey corporation, Califone International, Inc. a Delaware corporation, and PremierAgendas, Inc., a Washington corporation (collectively, the “Subsidiary Borrowers” and, together with the Administrative Borrower, the “Borrowers”), SelectAgendas, Corp., a Nova Scotia unlimited liability company, Frey Scientific, Inc. and Sax Arts & Crafts, Inc., each a Delaware corporation, each as aGuarantor, each Subsidiary of the Administrative Borrower (other than the Subsidiary Borrowers) that becomes a Guarantor hereunder and party hereto fromtime to time in accordance with Section 5.11, each of the lenders appearing on the signature pages hereof, together with such other lenders as may from time totime become a party to this Agreement pursuant to the terms and conditions of Article VIII hereof (collectively, the “Lenders”), and U.S. Bank NationalAssociation (“U.S. Bank”), in its separate capacity as administrative agent for itself and all other Lenders (in such capacity, together with its successors andassigns, the “Administrative Agent”), and in its separate capacity as collateral agent for itself and all other Lenders (in such capacity, together with itssuccessors and assigns, the “Collateral Agent” and, collectively with the Administrative Agent, the “Agent”).RECITALS:A. The Borrowers and Guarantors (other than Select Agendas, Corp.) have commenced a case under Chapter 11 of Title 11 of the United States Code inthe United States Bankruptcy Court for the District of Delaware, and have retained possession of their respective assets and are authorized under theBankruptcy Code to continue the operation of their businesses as debtors-in-possession.B. The Bankruptcy Court has entered an Interim Order pursuant to which Administrative Agent and Lenders may make post-petition term loans toBorrowers secured by substantially all the assets and properties of the Obligors as set forth in the Interim Order or Final Order, as applicable, and thisAgreement.C. The Interim Order or Final Order, as applicable, provides that as a condition to the making of such post-petition term loans, Borrowers shall executeand deliver this Agreement.D. Borrowers have requested that the Lenders make post-petition term loans to Borrowers, and the Lenders are willing to do so, subject to the terms andconditions contained herein.NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties, intending to be legally bound, agree as follows:ARTICLE IDEFINITIONSSection 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:(a) the terms defined in the preamble have the meanings therein assigned to them;(b) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;(c) The following terms have the meanings given to them in the applicable UCC: “commodity account”, “commodity contract”, “commodityintermediary”, “deposit account”, “entitlement holder”, “entitlement order”, “equipment”, “financial asset”, “general intangible”, “goods”,“instruments”, “investment property”, “money”, “securities account”, “securities intermediary” and “security entitlement”;(d) titles of articles, sections, clauses, exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content ofany kind whatsoever and are not a part of the agreement between the parties hereto;(e) the terms “herein”, “hereof” and similar terms refer to this Agreement as a whole;(f) in the computation of periods of time from a specified date to a later specified date in any Loan Document, the terms “from” means “from andincluding” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”;(g) in any other case, the term “including” when used in any Loan Document means “including without limitation”;(h) the term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments,agreements, notices, demands, certificates, forms, financial statements, opinions and reports;(i) the term “incur” means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in eachcase whether directly or indirectly, and the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings;(j) all references to a time of day shall refer to such time of day in New York, New York;(k) references in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section orclause in, this Agreement; 2(l) references in any Loan Document, to (A) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to suchagreement and, unless the prior consent of any Secured Party required therefor is not obtained or such modification or replacement is not permitted underthis Agreement, any modification to any term of such agreement and any replacement thereof, and (B) any statute shall be to such statute as modifiedfrom time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative;(m) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (except for the term “property”,which shall be interpreted as broadly as possible, including, in any case, cash, securities, other assets, rights under contractual obligations and Permitsand any right or interest in any property, the terms “property” and “assets” to have the same meaning); and(n) all accounting terms, unless otherwise specified, shall be deemed to refer to Persons and their Subsidiaries on a consolidated basis in accordancewith GAAP.“2011 Convertible Subordinated Debenture Documents” means the 2011 Convertible Subordinated Debentures, the 2011 Convertible SubordinatedDebenture Indenture and all other documents, instruments and agreements relating thereto, in each case amended, modified or supplemented from time to timein accordance with the provisions of this Agreement.“2011 Convertible Subordinated Debenture Indenture” means the Indenture dated as of March 1, 2011 between the Administrative Borrower and TheBank of New York Mellon Trust Company, N.A., as amended, modified or supplemented from time to time in accordance with the provisions of thisAgreement.“2011 Convertible Subordinated Debentures” means those 3.75% Convertible Subordinated Debentures of the Administrative Borrower due 2026.“ABL DIP Agent” means, collectively, the administrative agent and the co-collateral agents under the ABL DIP Credit Agreement, or any of them, as thecontext may require.“ABL DIP Credit Agreement” means the Senior Secured Debtor-In-Possession Credit Facility, dated as of January 31, 2013, by and among theborrowers and guarantors named therein, Wells Fargo Capital Finance, LLC, as agent, and the lenders party thereto from time to time, as amended, restated,modified or supplemented from time to time in accordance with the Intercreditor Agreement.“ABL DIP Credit Commitment” means, with respect to each ABL DIP Credit Lender, the obligation of such ABL DIP Credit Lender to make ABL DIPCredit Loans and participate in the Letters of Credit, as contemplated by and pursuant to the ABL DIP Credit Agreement, or the aggregate amount of suchobligation as in effect from time to time, as the context may require.“ABL DIP Credit Documents” means, collectively, (i) the ABL DIP Credit Agreement and (ii) each other Loan Document (as defined in the ABL DIPCredit Agreement). 3“ABL DIP Credit Lender” means all lenders party to the ABL DIP Credit Agreement having Revolving Commitments, or holding outstanding ABL DIPCredit Loans, under the ABL DIP Credit Agreement“ABL DIP Credit Loans” means the ABL DIP Credit Loans made by the lenders under the ABL DIP Credit Agreement to the Borrowers pursuant to theABL DIP Credit Agreement.“ABL DIP Credit Obligations” means the ABL DIP Credit Loans, all LC Obligations and all other “Obligations” under and as defined in ABL DIPCredit Agreement.“ABL DIP Credit Priority Collateral” means “ABL Priority Collateral” under and as defined in the Intercreditor Agreement.“Accelerated Learning Business” means the Accelerated Learning Business Segments, collectively and taken as a whole.“Accelerated Learning Business Segments” means the collective reference to, and individually any one of, (i) the Delta Business, (ii) the ReadingBusiness, (iii) the Health Business and (iv) the Planner Business.“Acceptable Cash Management System” has the meaning set forth in Section 5.12.“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.“Accounts” means all “accounts,” as such term is defined in the UCC, now owned or hereafter acquired by any Obligor, including (a) all accountsreceivable, other receivables, rentals, book debts and other forms of obligations (other than, except in the case of rentals, forms of obligations evidenced bychattel paper or instruments), (including any such obligations that may be characterized as an account or contract right under the UCC), (b) all of eachObligor’s rights in, to and under all purchase orders or receipts for goods or services, (c) all of each Obligor’s rights to any goods represented by any of theforegoing (including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods),(d) all rights to payment due to any Obligor for property Disposed of, arising out of the use of a credit card or charge card, or for services rendered or to berendered by such Obligor or in connection with any other transaction (whether or not yet earned by performance on the part of such Obligor), and (e) allcollateral security of any kind, now or hereafter in existence, given by any Account Debtor or other Person with respect to any of the foregoing.“Additional Funding Dates” means not more than two dates after the Initial Borrowing and during the Availability Period on which the Borrowers mayborrow Loans under this Agreement in accordance with clause (ii) of Section 2.1.“Additional Mortgaged Property” has the meaning set forth in Section 5.11. 4“Adequate Protection Obligations” shall mean “Adequate Protection Liens” as defined in the Interim Order or the Final Order, as applicable, 507(b)Claims (as defined in the Interim Order or the Final Order, as applicable) and Adequate Protection Payments.“Adequate Protection Payments” has the meaning set forth in the Interim Order or the Final Order, as applicable.“Administrative Agency Fee” has the meaning set forth in Section 2.10(h).“Administrative Agent” has the meaning set forth in the Preamble to this Agreement.“Administrative Borrower” has the meaning set forth in the Preamble to this Agreement.“Adjustment Date” has the meaning set forth in Section 8.12.“Affiliate” means, with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee,guardian or other fiduciary, twenty percent (20%) or more of a Person, (b) each Person that Controls, is Controlled by or is under common Control with suchPerson, (c) each of such Person’s, officers, directors, joint venturers and partners and (d) the family members, spouses and lineal descendants of any of theforegoing. “Control” (and variations thereof, such as “Controlled”) of or with respect to a Person shall mean the possession, directly or indirectly, of the powerto direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise; provided, however,that the term “Affiliate” shall in no event include the Agent or a Lender.“Agent” has the meaning set forth in the Preamble to this Agreement.“Agent Expenses” means (a) all reasonable costs and expenses (including taxes, and insurance premiums) required to be paid by an Obligor under anyof the Loan Documents that are paid, advanced, or incurred by the Agent (for the sake of clarity, including both the Administrative Agent and the CollateralAgent, individually or collectively) or its Affiliates, (b) all reasonable fees or charges paid or incurred by the Agent or its Affiliates in connection with theSecured Parties’ transactions with any Obligors, including reasonable fees or charges for photocopying, notarization, couriers and messengers,telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the applicable jurisdictions’ patentand trademark office and/or copyright office), filing, recording, publication, Appraisals, real estate surveys (including each Survey), real estate title policiesand endorsements (including each Mortgage Policy), and environmental audits, and all other reasonable fees and charges associated with any the Mortgagesand related matters, (c) all reasonable out-of-pocket costs and expenses incurred by the Agent in the disbursement of funds to any Obligor or Secured Parties(by wire transfer or otherwise), (d) all reasonable out-of-pocket charges paid or incurred by the Agent resulting from the dishonor of checks payable by or toany Obligor, (e) all out-of-pocket costs and expenses paid or incurred by the Agent (including attorney fees) to correct any default or enforce any provision ofthe Loan Documents, or after the occurrence of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling,preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) all reasonable out-of-pocketfees and 5expenses (including travel, meals, and lodging) of the Agent, its Affiliates and/or its representatives, consultants, advisors or agents related to any inspections,examinations or audits of Obligors or the Collateral, (g) all out-of-pocket costs and expenses of third party claims or any other suit paid or incurred by theAgent (including attorney fees) in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents orthe Secured Parties’ relationship with any Obligor, (h) the Agent’s or its Affiliates’ reasonable costs and expenses (including reasonable attorneys’ andconsultants’ fees) incurred in advising, structuring, drafting, negotiating, reviewing, executing, interpreting, administering (including travel, meals, andlodging and reasonable fees, costs and expenses incurred in connection with Intralinks or any other Platform), or syndicating, or modifying any term of orterminating any of, the Loan Documents, any commitment or proposal letter therefor, any other document prepared in connection therewith or theconsummation and administration of any transaction contemplated therein (including, without limitation, any fees, costs or expenses paid or incurred by theAgent (or its Affiliates) with respect to any third party service providers (including reasonable attorneys, accountants, consultants, and other advisors fees andexpenses)), and (i) the Agent’s costs and expenses (including reasonable attorneys, accountants, consultants, and other advisors fees and expenses) incurred inamending, terminating, enforcing (including reasonable attorneys’, accountants’, consultants’, and other agents’ and advisors’ fees and expenses incurred inconnection with a “workout,” a “restructuring,” or an insolvency proceeding concerning any Obligor, or in exercising rights or remedies under the LoanDocuments), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any remedial action concerning the Collateral, or incommencing, defending, conducting, intervening in, or taking any other action with respect to, any proceeding (including any bankruptcy or insolvencyproceeding) related to any Group Member, Loan Document, Obligation or Related Transaction (or the response to and preparation for any subpoena or requestfor document production relating thereto).“Agent Fee Letter” means that certain fee letter, dated as of the date hereof, between the Administrative Borrower and the Administrative Agent.“Agent Firm” has the meaning set forth in Section 8.15.“Agent’s Liens” means the Liens granted by Obligors to the Collateral Agent under the Loan Documents.“Agreement” means this Senior Secured Super Priority Debtor-in-Possession Credit Agreement, as it may be modified, supplemented, amended orrestated from time to time.“Anti-Terrorism Law” means any statute, treaty, law (including common law), ordinance, regulation, rule, order, opinion, release, injunction, writ,decree or award of any Governmental Authority relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, theInternational Economic Emergency Powers Act, the Trading with the Enemy Act, or any other statute, executive order or other authority administered by theOffice of Foreign Assets Control in the United States Department of the Treasury. 6®“Applicable Law” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restrictionor by-law (zoning or otherwise); (b) any judgment, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline ordirective; or (d) any franchise, license, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any GovernmentalAuthority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of such Person, in eachcase whether or not having the force of law.“Applicable Margin” means, in respect of any date, 10.0% per annum.“Applicant” has the meaning set forth in Section 8.12.“Application Event” means the occurrence of any Event of Default and the exercise thereupon by the Administrative Agent of any of the remediesdescribed in Section 7.2.“Appraisal” means any appraisal acceptable to the Administrative Agent of Collateral, delivered to the Administrative Agent in connection herewith.“Approved Budget” means the initial budget (a copy of which is attached as Exhibit H), approved by the Borrowers and the Lenders prior to the ClosingDate, projecting operations for the ensuing six-month period and including, without limitation, (i) a thirteen-week cash flow forecast, (ii) a six-monthconsolidated balance sheet, income statement and statement of cash flows, and (iii) income statements by Business Segment; such thirteen-week cash flowforecast to be updated (in substantially the same format as the prior thirteen-week cash flow forecast) monthly by Borrowers in accordance withSection 5.1(y), submitted to Administrative Agent and, upon acceptance by the Administrative Agent (as directed by the Required Lenders in their solediscretion), the prior Approved Budget, as modified by the updated thirteen-week cash flow forecast shall constitute the then Approved Budget.“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of anentity that administers or manages a Lender.“Assignee” means an Applicant to whom all or a portion of the rights of a Lender have been assigned pursuant to and in accordance with Section 8.12.“Assignment” means the assignment of all or a portion of the rights of a Lender to an Assignee pursuant to and in accordance with Section 8.12.“Assignment Certificate” has the meaning set forth in Section 8.12.“Auction” has the meaning set forth on Schedule 5.18.“Availability Period” means the period from and including the date of entry of the Final Order up to but excluding the Termination Date.“Available Net Assets” has the meaning set forth in Section 9.4.“Avoidance Actions” has the meaning set forth in the Interim Order or the Final Order, as applicable. 7“Bank Product” means any one or more of the following financial products or accommodations extended to School Specialty or its Subsidiaries:(a) credit cards (including commercial credit cards (including so-called “procurement cards” or “P-cards”)), (b) credit card processing services, (c) debitcards, (d) stored value cards, (e) cash management services, or (f) transactions with respect to Rate Hedging Obligations, Commodity Hedging Obligations,FX and Currency Option Obligations.“Bank Product Agreements” means those agreements entered into from time to time by School Specialty or its Subsidiaries in connection with theobtaining of any Bank Products.“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. Section 101, et seq.) as now and hereafter in effect, or anyapplicable successor statute.“Bankruptcy Court” means the United States Bankruptcy Court in the District of Delaware.“Base LIBOR Rate” has the meaning set forth in the definition of “LIBOR Rate”.“Bayside” has the meaning set forth in Section 2.8(a).“Bayside DIP Credit Agreement” has the meaning set forth in Section 2.8(a).“Bayside DIP Obligations” has the meaning set forth in Section 2.8(a).“Blocked Person” has the meaning set forth in Section 4.23(b).“Borrowers” has the meaning set forth in the Preamble to this Agreement.“Borrowing Base Certificate” means a borrowing base certificate of the Administrative Borrower required pursuant to the ABL DIP Credit Agreement,certified on behalf of the Administrative Borrower by its chief financial officer or chief executive officer.“Business Day” means any day other than a Saturday or Sunday on which national banks are required to be open for business in New York, and, inaddition, if such day relates to the fixing of a LIBOR Rate, a day on which dealings in U.S. dollar deposits are carried on in the London interbank eurodollarmarket.“Business Segment Financial Statements” means the consolidated and consolidating monthly, quarterly and annual financial statements, including, inthe case of clauses (w), (x) and (y) below, balance sheets, income statements, and statements of capital expenditures, retained earnings and shareholders’equity, and Product Development Expense, and (in the case of clause (z) below) statements of revenue, gross margin, capital expenditures, and ProductDevelopment Expense, in any event in no less a level of detail than the financial statements provided to the Agent prior to the Closing Date, reflecting theperformance of (w) the Accelerated Learning Business (accompanied by reconciling information in detail reasonably satisfactory to the Agent (at the direction ofthe Required Lenders) for any Reconcilable Inclusions with respect to the Accelerated Learning Business), (x) the Educational Resources Business, (y) eachBusiness Segment on a standalone basis (accompanied, in the case of the Planner Business, by reconciling 8information in detail reasonably satisfactory to the Agent (at the direction of the Required Lenders) for any Reconcilable Inclusions with respect to the PlannerBusiness), and (z) each Delta Business Sub-Segment on a standalone basis.“Business Segments” means, collectively, each Accelerated Learning Business Segment and each Educational Resources Business Segment.“Canadian Employee Benefits Plan” means any employee benefit, pension, retirement or other equivalent or analogous plan or program established,maintained or contributed to by a Group Member in each case covering employees or former employees in Canada.“Capital Adequacy Rule” has the meaning set forth in Section 2.12(b)(ii).“Capital Adequacy Rule Change” has the meaning set forth in Section 2.12(b)(iii).“Capital Expenditures” means, for any period, the aggregate of all expenditures by the Borrowers and the other Obligors during such period that arecapital expenditures as determined on a consolidated basis in accordance with GAAP, whether such expenditures are paid in cash or financed.“Capitalized Lease Liabilities” of any Person means all monetary obligations of such Person under any leasing or similar arrangement that, inaccordance with GAAP, would be classified as a capitalized lease, and, for purposes of this Agreement, the amount of such obligations shall be the capitalizedamount thereof, determined in accordance with GAAP.“Carson-Dellosa Drag-Along Sale” means a Disposition of the entirety of the Obligors’ Equity Interests in Carson-Dellosa Publishing, LLC pursuant tothe exercise by the CJE Members (as defined in the Operating Agreement of Carson-Dellosa Publishing, LLC) of their drag-along rights (under and pursuant toSection 11.6 of the Operating Agreement of Carson-Dellosa Publishing, LLC) so as to require the Obligors to Dispose of such Equity Interests in accordancewith the terms of Section 11.6 of the Operating Agreement of Carson-Dellosa Publishing, LLC.“Carve-Out” has the meaning set forth in the Interim Order or the Final Order, as applicable.“Cash Dominion Event” means the occurrence of any of the events of circumstances described in clauses (i) through (iv) of the definition of “TriggeringEvent” in the Intercreditor Agreement (as in effect on the date hereof).“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agencythereof and backed by the full faith and credit of the United States, in each case maturing within one hundred and eighty (180) days from the date ofacquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States, or any political subdivision of any suchstate or any public instrumentality thereof maturing within one hundred and eighty (180) days from the date of acquisition thereof and, at the time ofacquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group or Moody’s Investors Service, Inc., (c) 9certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within one hundred and eighty (180) days from the date ofacquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United Statesbranch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (d) deposit accountsmaintained with (i) any bank that satisfies the criteria described in clause (c) above, or (ii) any other bank organized under the laws of the United States orany state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, and (e) repurchaseobligations of any commercial bank satisfying the requirements of clause (c) of this definition or recognized securities dealer having combined capital andsurplus of not less than $250,000,000, having a term of not more than seven (7) days, with respect to securities satisfying the criteria in clauses (a) or(c) above.“Cash Management Account” means all of the depository and operating accounts of the Borrowers, including those specified on Schedule 4.15, as itmay be hereafter supplemented and amended, all of which accounts shall be subject to a Control Agreement in favor of the Collateral Agent.“CERCLA” means the United States Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.).“CFC” means a controlled foreign corporation (as that term is defined in Section 957 of the IR Code).“Change of Control” means (a) an event or series of events by which:(i) any “person” or “group” (as such terms are used in Section 13(d) and 14 (d) of the Securities Exchange Act of 1934, but excluding anyemployee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary oradministrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13-d and 13d-5 under the Securities Exchange Act of 1934, exceptthat a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire (suchright, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of thirty-five percent(35%) of the Equity Interests of the Administrative Borrower entitled to vote for members of the board of directors or equivalent governing body of theAdministrative Borrower on a fully diluted basis (and taking into account all such securities that such person or group has the right acquire pursuant toany option right); or(ii) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body ofthe Administrative Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day ofsuch period or whose election or nomination to that board or equivalent governing body was approved by individuals referred to in this clause(i) constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (ii) whose election or 10nomination to that board or other equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of suchelection or nomination at least a majority vote of the board or equivalent governing body (excluding, in the case of any member of the board of directorsother than any member in office on the Closing Date, any individual whose initial nomination for, or assumption of office as, a member of that board orequivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or moredirectors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); and(b) any “Change in Control” or “Fundamental Change” or analogous event to similar effect (as such term, or any analogous term to similar effect or use,is defined in the ABL DIP Credit Documents or in any agreement governing any Debt that is subordinated or junior to the Obligations or any similar term orevent thereunder) shall occur.“Chapter 11 Cases” means the Chapter 11 Cases of Borrowers which are being jointly administered under the Bankruptcy Code and are pending in theBankruptcy Court.“Closing Date” means the date following the entry of the Interim Order by the Bankruptcy Court on which all of the conditions precedent to the closingof the transactions contemplated hereby are satisfied or waived in accordance with Section 3.1 and Section 3.2 and this Agreement shall have become effectivepursuant to the provisions of Section 10.9.“Collateral” means all assets and interests in assets and proceeds and products thereof now owned or hereafter acquired by any Obligor including,without limitation, all capital stock and other ownership interests (except, in the case of voting Equity Interests in a CFC, only 65% of such voting EquityInterests of such CFC would be required to be pledged if the pledge of a greater percentage would result in material adverse tax consequences), all promissorynotes and the proceeds and products of each of the foregoing and, and, upon the entry of the Final Order, proceeds of all Avoidance Actions.“Collateral Agent” has the meaning set forth in the Preamble to this Agreement.“Collateral Access Agreement” means a waiver, subordination or acknowledgement agreement from (a) any lessor of any real property where anyObligor’s books and records relating to the Collateral are located, or (b) any other Person in possession of, having a Lien upon, or having rights or interests in,any Obligor’s property or assets (including, without limitation, books and records, equipment, and Inventory), in each case, in form and substancereasonably satisfactory to the Administrative Agent (at the direction of the Required Lenders).“Commitments” means, with respect to each Lender, the amount of the Commitment set forth opposite such Lender’s name on Schedule 1.1.1 hereof, orbelow such Lender’s signature on an Assignment Certificate executed by such Lender, or as the context may require, the obligation of such Lender to makeLoans, as contemplated by this Agreement.“Commitment Amount” means, as at any time of determination, the aggregate amount of the Commitments of all Lenders at such time, which amount asof the Closing Date is $155,000,000. 11“Committees” means, collectively, the official committee of unsecured creditors and any other committee formed, appointed or approved in any Chapter11 Case.“Commodity Hedging Obligations” means any and all obligations of the Group Members under (a) any and all agreements, devices or arrangementsdesigned to protect any Group Member from the fluctuations of commodity prices, commodity price cap or collar protection agreements, and commodityforward and future contracts, swaps, options, puts and warrants, and (b) any and all cancellations, buy backs, reversals, terminations or assignments ofany of the foregoing.“Communications” has the meaning set forth in Section 10.3(b).“Compliance Certificate” means a certificate in the form of Exhibit A, duly completed and signed by the chief executive officer or the chief financialofficer of the Administrative Borrower.“Consigned Goods” has the meaning set forth in Section 5.13.“Constituent Documents” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) thearticles of incorporation, certificate of incorporation, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint ventureagreement of such Person, (c) any other constitutive, organizational or governing document of such Person, whether or not equivalent, and (d) any otherdocument setting forth the manner of election or duties of the directors, officers or managing members or comparable managers of such Person or thedesignation, amount or relative rights, limitations and preferences of any Equity Interests of such Person.“Contingent Obligation” means any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of anyDebt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) (excluding the guarantee of operating leases) in anymanner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of anobligation of a primary obligor; (b) obligations of such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted (i.e.,take-or-pay and similar obligations) or regardless of any other nonperformance by any other party to an agreement (except trade accounts payable arising in theordinary course of business that are not past due by more than sixty (60) days from the due date); and (c) arrangement (i) to purchase any primary obligationor security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, networth solvency or any other financial condition of the primary obligor, (iv) to advance funds to, or purchase property or services from, any other Person inorder to maintain any financial condition of such Person, or (v) otherwise for the purpose of assuring the ability of the primary obligor to perform a primaryobligation or to assure or hold harmless the holder of any primary obligation against loss in respect thereof; provided that reimbursement obligations withrespect to Permitted Surety Bonds that have not been drawn shall not constitute Contingent Obligations. The amount of any Contingent Obligation shall bedeemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under theinstrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. 12“Control” has the meaning set forth in the definition of “Affiliate”.“Control Agreement” means a control agreement, in form and substance satisfactory to the Administrative Agent (at the direction of the RequiredLenders), executed and delivered by the applicable Obligor, the Collateral Agent, and the applicable securities intermediary (with respect to a securitiesaccount) or bank (with respect to a deposit account, including a Cash Management Account).“Control Person” has the meaning set forth in Section 4.19.“Controlled Group” means the Administrative Borrower, each of its Subsidiaries and each other Person which is a member of a “controlled group ofcorporations” under “common control,” an “affiliated service group” or required to be aggregated with the Administrative Borrower under Section 414(b), (c),(m) or (o) of the IR Code or Section 4001(a)(14) of ERISA.“Copyright Security Agreement” means a Copyright Security Agreement executed and delivered by an Obligor in favor of the Agent in substantially theform attached to the Security Agreement.“Debt” of any Person means, without duplication:(a) all indebtedness and other obligations of such Person for borrowed money (including the Loans) whether senior or subordinated;(b) all obligations of such Person evidenced by bonds, debentures, notes, reimbursement agreements, recourse agreements or other similarinstruments;(c) all obligations of such Person to pay the deferred purchase price of property or services (including, without limitation, accounts payable),except trade accounts payable arising in the ordinary course of business that are not past due by more than sixty (60) days from the due date;(d) all Capitalized Lease Liabilities and Synthetic Lease Liabilities and Sale/Leaseback Liabilities of such Person;(e) all obligations or other liabilities of others secured by a Lien on any asset of such Person, whether or not such obligations or other liabilities areassumed by such Person;(f) all Debt of others guaranteed (or intended to be guaranteed) by such other Person (whether directly or indirectly guaranteed, endorsed, co-made,discounted or sold with recourse); 13(g) any exposure under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if theapplicable Hedge Agreement were terminated on the date of determination);(h) reimbursement and other obligations with respect to letters of credit and other documentary credits, bankers acceptances and/or other financialproducts whether drawn or undrawn, contingent or otherwise (other than reimbursement obligations with respect to Permitted Surety Bonds that have notbeen drawn);(i) indebtedness and other obligations attributable to factoring, securitization or analogous transactions;(j) all contingent or unfunded liabilities under any ERISA Plan, Pension Plan or other employee benefit plan or pension;(k) Disqualified Equity Interests of such Person; and(l) all Contingent Obligations of such Person not otherwise described above.For purposes of this definition, (i) the amount of any Debt represented by a guaranty or other similar instrument shall be the lesser of the principal amount ofthe obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of theinstrument embodying such Debt, and (ii) the amount of any Debt which is limited or is non-recourse to a Person or for which recourse is limited to anidentified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of suchassets securing such obligation.“Default” means an event that, with giving of notice or passage of time or both, would constitute an Event of Default.“Default Rate” has the meaning set forth in Section 2.3.“Defaulting Lender” has the meaning set forth in Section 2.19.“Delta Business” means the Delta Business Sub-Segments collectively and taken as a whole.“Delta Business Sub-Segments” means the collective reference to, and individually any one of, (i) Delta/FOSS, (ii) Frey Scientific, and (iii) OtherScience Products.“Delta/FOSS” means the Delta and Refurbishment marketing units that are a sub-segment of the Delta Business that offers an inquiry-based elementaryand middle school science curriculum, including instructional and classroom resources and hands-on investigation materials, the Delta Science Moduleprogram, the FOSS (Full Option Science System) program and kit refill materials.“Disclosure Statement Motion” has the meaning set forth in Schedule 5.18. 14“Disposition” means any sale, transfer, lease, licensing, assignment, rental or other disposition of any asset, interest or property. “Dispose” has acorrelative meaning.“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it isconvertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely forQualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights ofthe holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all otherObligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely forQualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into orexchangeable for Debt or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is one hundred andeighty (180) days after the Maturity Date.“DIP Liens” has the meaning ascribed to it in the Interim Order or the Final Order, as applicable.“DIP Order” means the Interim Order or the Final Order, as applicable under the circumstances.“Dollars” or “$” means United States dollars.“Educational Resources Administrator” means the category within the Educational Resources Segment that offers basic classroom supplies, officeproducts, janitorial and sanitation supplies, school equipment, technology products and paper.“Educational Resources Business” means the Educational Resources Business Segments, collectively and taken as a whole.“Educational Resources Business Segments” means the collective reference to, and individually any one of, (i) Educational Resources Educator,(ii) Educational Resources Administrator, and (iii) Educational Resources Furniture.“Educational Resources Educator” means the category within the Educational Resources Segment that offers supplemental learning materials, teachingresources, upper-grade-level art supplies, early childhood products, physical education equipment and special needs equipment and classroom technology.“Educational Resources Furniture” means the category within the Educational Resources Segment that offers classroom furniture, library furniture,cafeteria furniture, office furniture, fixed furniture such as bleachers and lockers, as well as construction and project management services.“Eligible Assignee” means any Person to whom it is permitted to assign Loans and, if applicable, Commitments pursuant to Section 8.12. 15“Environmental Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation ofHazardous Substances and/or the protection of human health, safety, the environment and natural resources, including CERCLA, the SWDA, the HazardousMaterials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the ToxicSubstances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), the CaliforniaSafe Drinking Water and Toxic Enforcement Act of 1986, California Health & Safety Code §§ 25249.5 et seq. (commonly known as “Proposition 65”), allregulations promulgated under any of the foregoing, all analogous Requirements of Law and Permits and any environmental transfer of ownership notificationor approval statutes, including the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et seq.).“Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigationand feasibility studies) that may be imposed on, incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action,investigation, proceeding or written demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civilstatute or common law or otherwise, arising under any Environmental Law or in connection with any environmental condition or with any Release andresulting from the ownership, lease, sublease or other operation or occupation of property by any Group Member, whether on, prior or after the date hereof.“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in atrust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any suchequity interest, but does not include the 2011 Convertible Subordinated Debentures.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any rule or regulation thereunder.“ERISA Event” means (a) the existence of a condition or event with respect to an ERISA Plan that presents a risk either of the imposition of an excise taxor any other liability on any Group Member or of the imposition of a Lien on any portion of the assets of any Group Member or Controlled Group member;(b) the engagement by a Controlled Group member in a non-exempt “prohibited transaction” (as defined under Section 406 of ERISA or Section 4975 of the IRCode) or a breach of a fiduciary duty under ERISA that could reasonably be expected to result in liability to any Group Member; (c) the application by aControlled Group member for a waiver from the minimum funding requirements of Section 412 of the IR Code or Section 302 of ERISA or a Controlled Groupmember is required to provide security under Section 401(a)(29) of the IR Code or Section 307 of ERISA or the failure to meet the minimum funding standardsof Section 412 of the IR Code or Section 302 of ERISA with respect to any ERISA Plan, or the failure to make a required installment under Section 430(j) of theIR Code to any ERISA Plan or any required contribution to any Multiemployer Plan; (d) the occurrence of a Reportable Event with respect to any Pension Plan;(e) the withdrawal by a Controlled Group member from a 16Multiemployer Plan in, or the incurrence of any potential liability by a Controlled Group member in connection with, a “complete withdrawal” or a “partialwithdrawal” (as such terms are defined in Sections 4203 and 4205 of ERISA, respectively); (f) the involvement of, or occurrence or existence of any event orcondition that results in the involvement of, a Multiemployer Plan in any reorganization or insolvency under Section 4241 or Section 4245 of ERISA, or that itintends to terminate or has terminated under Section 4041A or Section 4042 of ERISA; (g) the failure, as determined in writing by the Internal Revenue Serviceor Treasury Department, of an ERISA Plan (and any related trust) that is intended to be qualified under Sections 401 and 501 of the IR Code to be so qualifiedor the failure, as determined in writing by the Internal Revenue Service or Treasury Department, of any “cash or deferred arrangement” under any such ERISAPlan to meet the requirements of Section 401(k) of the IR Code; (h) the taking by the PBGC of any steps to terminate a Pension Plan (other than stepsassociated with a standard termination under Title IV of ERISA) or to appoint a trustee to administer a Pension Plan, or the taking by a Controlled Groupmember of any steps to terminate a Pension Plan; (i) the failure by a Controlled Group member or an ERISA Plan to satisfy any requirement of law applicableto an ERISA Plan if such failure could reasonably be expected to result in material liability to any Group Member; (j) the commencement, existence orthreatening of a claim, action, suit, audit or investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any incurrence by aControlled Group member of any liability for post-retirement benefits under any Welfare Plan, other than as required by Applicable Law, includingSection 601 of ERISA, et. seq. or Section 4980B of the IR Code.“ERISA Plan” means an “employee benefit plan” (within the meaning of Section 3(3) of ERISA) that is, or within the six years preceding any date ofdetermination has been, sponsored, maintained or contributed to, or for which there was an obligation to contribute to, by a Controlled Group member or withrespect to which any Controlled Group may have any liability.“Escrow Account” means an interest bearing escrow account established pursuant to the Escrow Agreement and held at the Escrow Agent.“Escrow Agent” means a financial institution reasonably satisfactory to the Administrative Agent (at the direction of the Required Lenders).“Escrow Agreement” means an escrow agreement among the Escrow Agent, the Borrowers, Bayside and the Administrative Agent, in form andsubstance reasonably satisfactory to the Required Lenders.“Escrow Release Order” has the meaning set forth in Section 2.8(b).“Escrowed Payments” has the meaning set forth in Section 2.8(a).“Event of Default” has the meaning set forth in Section 7.1.“Excluded Taxes” means, with respect to the Administrative Agent and any Lender (the Administrative Agent and any Lender, for purposes of thisdefinition, a “Recipient”), (a) income or franchise Taxes imposed on (or measured by) its net income (i) by any Governmental Authority or other authority, orby the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of a Lender, in which its 17applicable lending office is located or (ii) as a result of a present or former connection between such person and the jurisdiction imposing such Tax (other thanconnections solely arising from such person having executed, delivered, become a party to, performed its obligations under, received payments under, receivedor perfected security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned any interest in any Loanor Loan Document), (b) any branch profits Taxes imposed (i) by any Governmental Authority or any similar Tax imposed by any other jurisdiction in whichthe Recipient is located or (ii) as a result of a present or former connection between such person and the jurisdiction imposing such Tax (other than connectionssolely arising from such person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfecteda security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold assigned an interest in any Loan or LoanDocument), (c) in the case of a Lender that is not a “United States person” as defined under Section 7701 of the IR Code, any United States federalwithholding Tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or designates a new lendingoffice), except to the extent that, pursuant to Section 2.11, amounts with respect to such Taxes were payable either to such Lender’s assignor immediatelybefore such Lender became a party hereto or to such Lender immediately before it changed its lending office, and (d) U.S. backup withholding Tax.“Extended Funding Dates” means not more than two dates after the Initial Borrowing and during the Availability Period on which the Borrowers mayborrow Loans under this Agreement in accordance with clauses (iii) and (iv) of Section 2.1.“Extended Funding Test Period” has the meaning set forth in Section 3.3(a).“Extraordinary Receipts” means any cash received after the Closing Date by any Group Member not in the ordinary course of business (and notconsisting of proceeds from the Disposition of, or any casualty or condemnation with respect to, Inventory, equipment or Real Property) consisting of(a) proceeds of judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action (other than amounts representingthe reimbursement of out-of-pocket costs and expenses incurred after the Closing Date with respect to third-party claims and other than collections of Accountsin the ordinary course of business), (b) indemnity payments or purchase price adjustments (other than a working capital adjustment) received in connectionwith any purchase agreement (other than amounts representing the reimbursement of out-of-pocket costs and expenses incurred after the Closing Date withrespect to third-party claims), or (c) tax refunds or rebates (other than commodity tax and research and development refunds and credits).“FATCA” means Sections 1471-1474 of the IR Code in effect as of the date hereof or any amended or successor version and any current or futureTreasury regulations issued thereunder.“Federal Funds Rate” means at any time an interest rate per annum equal to the weighted average of the rates for overnight federal funds transactionswith members of the Federal Reserve System arranged by federal funds brokers, as published for such day by the Federal Reserve Bank of New York, or, ifsuch rate is not so published for any day which is a Business 18Day, the average of the quotations for such day for such transactions received by the Agent from three federal funds brokers of recognized standing selected byit, it being understood that the Federal Funds Rate for any day which is not a Business Day shall be the Federal Funds Rate for the next preceding BusinessDay.“Fee Letters” means the Agent Fee Letter and the Lender Fee Letter.“Field Review” has the meaning set forth in Section 5.2(a).“Final ABL DIP Order” means, the Final Order (I) Authorizing Debtors To (A) Obtain Postpetition Financing Pursuant To 11 U.S.C. §§ 105, 361,362, 364(C)(1), 364(C)(3), 364(D)(1), 364(E) And 507, (B) Utilize Cash Collateral Pursuant To 11 U.S.C. § 363, (C) Grant Priming Liens AndSuperpriority Claims To The Dip Lenders, (D) Provide Adequate Protection To Prepetition Secured Parties Pursuant To 11 U.S.C. §§ 361, 362, 363 And364, And (E) Use Cash Collateral And Proceeds Of The ABL Dip Facility To Repay Obligations Arising Under The Prepetition ABL Credit Agreement And(II) Granting Related Relief, in the form dated and signed February 25, 2013 by the Bankruptcy Court in connection with the Chapter 11 Cases of theBorrowers.“Final Order” means, collectively, the order of the Bankruptcy Court entered in the Chapter 11 Cases after a final hearing under Bankruptcy Rule4001(c)(2) or such other procedures as approved by the Bankruptcy Court which order shall be satisfactory in form and substance to the Required Lenders,in their sole discretion, and which order is in effect and not stayed, together with all extensions, modifications and amendments thereto, in form and substancesatisfactory to Agent (at the direction of the Required Lenders in their sole discretion), which, among other matters but not by way of limitation, authorizes theBorrowers to obtain credit, incur (or guaranty) Debt, and grant Liens under this Agreement and the other Loan Documents, as the case may be, provides forthe super-priority of Agent’s, Collateral Agent’s and Lenders’ claims and authorizes the use of cash collateral.“Frey Scientific” means the marketing unit that is a sub-segment of the Delta Business that offers a line of science supplies and equipment for k-12classrooms and science labs, as well as lab design services and furniture.“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercialloans and similar extensions of credit in the ordinary course of its business.“Funding Obligor” has the meaning set forth in Section 9.4.“Funds Flow Memorandum” means, with respect to any Loan proposed to be borrowed under this Agreement on the Closing Date, a listing of Persons towhom the proceeds of the Loan are to be paid, the amounts to be paid to each such Person, and the account information and wiring instructions for each suchPerson; such listing to be agreed in writing between the Administrative Borrower and the Agent (at the direction of the Required Lenders) prior to the ClosingDate. 19“FX and Currency Option Obligations” means any and all obligations of the Group Members, whether absolute or contingent and howsoever andwhenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under any and allagreements, devices or arrangements designed to protect any Group Member from variations in the comparative value of currencies, including foreign exchangepurchase and future purchase transactions, currency options, currency swaps and cross currency rate swaps.“GAAP” means generally accepted accounting principles as in effect in the United States and applied on a basis consistent with the accounting practicesapplied in the financial statements of the Group Members referred to in Section 4.5.“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether provincial,state or local, and any agency, authority, instrumentality, regulatory body, court, commission, board, bureau, central bank or other entity exercisingexecutive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supra-national bodiessuch as the European Union or the European Central Bank or other comparable authority or agency, and any arbitration tribunal to which any Obligor issubject.“Group Members” means the Obligors and each of their respective Subsidiaries.“Guarantor Obligations” has the meaning set forth in Section 9.3(a).“Guarantors” means, collectively, all of the Subsidiaries of the Administrative Borrower as of the date hereof that are not Borrowers, and each additionalSubsidiary of the Administrative Borrower that executes and delivers a Guaranty Supplement in favor of the Agent and the Secured Parties either at the time ofexecution of this Agreement or at any time hereafter pursuant to Section 5.11, but excludes Premier School Agendas, Ltd. so long as it is a CFC.“Guaranty” means the guaranty by the Guarantors of the Obligations, as set forth in, and subject to the terms of, Article IX.“Guaranty Supplement” has the meaning set forth in Section 5.8.“Hazardous Substance” means any asbestos, urea-formaldehyde, polychlorinated biphenyls, nuclear fuel or material, chemical waste, radioactivematerial, explosives, known carcinogens, petroleum products and by-products and other dangerous, toxic or hazardous pollutants, contaminants, chemicals,materials or substances listed or identified in, or regulated by, any Environmental Laws.“Health Business” means a segment of the Accelerated Learning Business that offers physical education and health solutions under the SPARK brand.“Hedge Agreements” means the collective reference to Rate Hedging Obligations, Commodity Hedging Obligations, FX and Currency Option Obligationsand all other financial contracts. 20“Indemnified Taxes” means Taxes other than Excluded Taxes.“Indemnitees” has the meaning set forth in Section 10.5.“Initial Borrowing” has the meaning set forth in Section 2.2(a).“Insolvency Proceeding” means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreementof such Person to, (a) the entry of an order for relief under the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ CreditorsArrangement Act (Canada), or any other insolvency, debtor relief or debt adjustment law, including the Canada Business Corporations Act (Canada) wheresuch statute is used by a person to propose an arrangement; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodianfor such Person or any part of its property; or (c) an assignment or trust mortgage for the benefit of creditors.“Intellectual Property” means all now existing or hereafter acquired Copyrights, Patents, Trademarks (as such terms are defined in the SecurityAgreement) and trade secrets, trade secret rights, know-how, customer lists, processes of production, ideas, confidential business information, techniques,processes, formulas, and all other proprietary information.“Intellectual Property Security Agreement” means each Copyright Security Agreement, Patent Security Agreement, and Trademark Security Agreement.“Intercompany Debt” means Debt owing by a Group Member to one or more other Group Members.“Intercompany Subordination and Payment Agreement” means the Intercompany Subordination and Payment Agreement executed by each Obligor andeach Non-Obligor in favor of the Agent and the Lenders, in the form of Exhibit F hereto, as the same may be amended, supplemented or restated from time totime.“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of January 31, 2013, executed by Wells Fargo Capital Finance, LLC, inits capacity as administrative agent and co-collateral agent under the ABL DIP Credit Documents, and the Agent, as amended, restated, supplemented orotherwise modified from time to time, including any modifications of such agreement set forth in the Final Order and the Final ABL DIP Order (includingParagraph 31 thereof).“Interest Period” means each period beginning on the first day, and ending on the last day, of each fiscal month, provided that the initial Interest Periodshall commence on the Closing Date and end on March 31, 2013.“Interim Order” means, collectively, the order of the Bankruptcy Court entered in the Chapter 11 Cases after an interim hearing (assuming satisfactionof the standards prescribed in Section 364 of the Bankruptcy Code and Bankruptcy Rule 4001 and other applicable law), which order is in effect and notstayed, together with all extensions, modifications, and amendments thereto, in form and substance satisfactory to the Required Lenders, in their solediscretion, which, among other matters but not by way of limitation, authorizes, on an interim basis, Borrowers to execute and perform under the terms of thisAgreement and the other Loan Documents. 21“Inventory” means any “inventory,” as such term is defined in the UCC, now owned or hereafter acquired by any Obligor, wherever located, includinginventory, merchandise, goods and other personal property that are held by or on behalf of any Obligor for sale or lease (or that are being leased and locatedwithin a state of the United States) or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process,finished goods, returned goods, supplies or materials of any kind, nature or description used or consumed or to be used or consumed in such Obligor’sbusiness or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software.“IR Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.“IRS” means the Internal Revenue Service of the United States.“LC Obligations” means, as at any time of determination, the sum of (a) the aggregate undrawn face amount of all issued and outstanding Letters ofCredit at such time and (b) the aggregate amount of all LC Reimbursement Obligations then outstanding.“LC Reimbursement Obligation” means, for any Letter of Credit, the obligation of the Obligors or any of them to the issuer thereof, as and whenmatured, to pay (with proceeds of a ABL DIP Credit Loan or otherwise) all amounts drawn under such Letter of Credit.“Lease” means a lease, license, concession, occupancy agreement or other agreement (written or oral, now or at any time in effect) which grants to anyPerson a possessory interest in, or the right to use, all or any part of a parcel of Real Property.“Leased Real Property” means any leasehold interest in Real Property of any Obligor as lessee, sublessee or the like under any Lease.“Lender” and “Lenders” have the meanings set forth in the Preamble to this Agreement.“Lender Fee Letter” means that certain fee letter, dated as of the date hereof, among the Administrative Borrower and the Lenders.“Letter of Credit” means each letter of credit issued pursuant to the ABL DIP Credit Documents.“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations and any related fines, penalties, sanctions, costs, fees,taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto andfees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent,consequential, actual, punitive, treble or otherwise. 22“LIBOR Rate” means a rate per annum equal to the greatest of (a) 1.5% per annum, (b) solely upon the occurrence and during the continuance of anEvent of Default, the Prime Rate, and (c) the offered rate for deposits in Dollars for a period of three months as determined by the Administrative Agent fromthe Reuters Screen LIBOR01 Page as of approximately 11:00 a.m., New York, New York time, on the first day of each Interest Period, or if such day is not aBusiness Day, then on the first Business Day in the applicable fiscal month in which such Interest Period commences (to be applicable for each day in suchInterest Period), or the rate for such deposits reasonably determined by the Administrative Agent at such time based on such other published service of generalapplication as shall be selected by the Agent for such purpose; provided, that if the LIBOR Rate is not determinable in the foregoing manner, theAdministrative Agent (at the direction of the Required Lenders) may determine the rate based on rates offered to the Administrative Agent for deposits in Dollarsin the interbank eurodollar market at such time for delivery on the first day of the Interest Period for the number of days comprised therein. If the Board ofGovernors of the Federal Reserve System (or any successor) prescribes a reserve percentage (the “Reserve Percentage”) for “Eurocurrency liabilities” (as definedin Regulation D of the Federal Reserve Board, as amended), then the above definition of LIBOR Rate shall be the “Base LIBOR Rate”, and “LIBOR Rate” shallmean: Base LIBOR Rate divided by (100% minus LIBOR Reserve Percentage). Each determination by the Administrative Agent of the applicable LIBOR Rateshall be conclusive and binding upon the parties hereto, in the absence of demonstrable error.“LIBOR Reserve Percentage” means the Reserve Percentage adjusted by the Administrative Agent for expected changes in such reserve percentage duringthe applicable Interest Period.“Lien” means any security interest, mortgage, pledge, lien, hypothecation, judgment lien or similar legal process, charge, encumbrance, title retentionagreement or analogous instrument or device (including, without limitation, the interest of the lessors in connection with Capitalized Lease Liabilities and theinterest of a vendor under any conditional sale or other title retention agreement).“Loan Documents” means this Agreement, the Notes, the DIP Order, the Security Agreement, each Fee Letter, each Collateral Access Agreement, eachControl Agreement, each Mortgage, each Intellectual Property Security Agreement, the Master Intercompany Note, the Intercompany Subordination andPayment Agreement, the Intercreditor Agreement, and all other loan documents now or hereafter given by any Group Member to the Administrative Agent, theCollateral Agent or any other Secured Party in connection with the foregoing and/or in connection with the obligations of the Borrowers or the Guarantors underthis Agreement.“Loan Party” means each Borrower and each Guarantor.“Loans” means the loans made under this Agreement.“Master Intercompany Note” means an omnibus promissory note evidencing all Intercompany Debt and pledged to the Collateral Agent, for the benefit ofthe Secured Parties, to secure the Obligations, all in form and substance satisfactory to the Administrative Agent. 23“Material Adverse Effect” means, with respect to any event or circumstance, a material adverse effect on:(a) the business, financial condition, assets, properties, liabilities, performance, operations, results of operations, prospects or materialagreements of (i) the Obligors and their subsidiaries taken as a whole or (ii) the Accelerated Learning Business taken as a whole except for the filing,commencement and continuation of the Chapter 11 Cases and the events that customarily result from the filing, commencement and continuation of theChapter 11 Cases (including any litigation resulting therefrom);(b) any material portion of the Collateral, taken as a whole, or any material portion of the Collateral in or attributable to the Accelerated LearningBusiness taken as a whole, or in either case the value or saleability thereof, or the Agent’s Liens on the Collateral, or the enforceability, perfection orpriority (as required by the Loan Documents) of such Liens;(c) the ability of any Obligor to perform its obligations under the Loan Documents;(d) the perfection or priority of the liens granted pursuant to the Loan Documents, the Interim Order or the Final Order; or(e) the validity, enforceability or collectability of any Loan Document, the Interim Order or the Final Order, the Obligors’ respective obligationsunder any Loan Document, the Interim Order or the Final Order, or the rights and remedies of the Administrative Agent, the Lenders and the otherSecured Parties under any Loan Document, the Interim Order or the Final Order.Without limitation of the foregoing, it shall be a Material Adverse Effect if any Person who (x) is the CEO or CFO of the Administrative Borrower or the chiefexecutive officer of the Accelerated Learning Business or the Educational Resources Business (or, in each case, an officer holding an equivalent title to any ofthe foregoing) or (y) otherwise exercises any direct control or influence over the management or management decisions of any Group Member, in each case,shall (i) be indicted or otherwise formally charged for or convicted of fraud, money laundering, embezzlement or any other felony, whether in the United Statesor in any foreign country or jurisdiction according to the Applicable Laws of such jurisdiction, or (ii) be or become a Blocked Person.“Material Contract” means (i) each ABL DIP Credit Document, (ii) the agreements listed as items 1 and 2 in Part B of Schedule 4.11, and (iii) anycontract or other arrangement to which any Group Member is a party (other than the Loan Documents) for which breach, nonperformance, cancellation orfailure to renew would be reasonably likely to have a Material Adverse Effect.“Maturity Date” means June 30, 2013.“Maximum ABL DIP Credit Amount” means $175,000,000. 24“Maximum Available Net Assets” has the meaning set forth in Section 9.4.“MD&A” means a customary Management Discussion and Analysis relating to financial statements acceptable in scope and form to the AdministrativeAgent.“Milestones” has the meaning set forth in Section 5.18.“Mortgage” means any mortgage on any real properties owned by any of the Obligors.“Mortgage Policy” means any insurance policy on any real properties owned by any of the Obligors.“Multiemployer Plan” means a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(13) of ERISA.“Net Cash Proceeds” means, with respect to any Disposition by an Obligor of property or assets, the amount of cash proceeds received (directly orindirectly) from time to time (whether as initial consideration or through the payment of deferred consideration) by or on behalf of an Obligor, in connectiontherewith after deducting therefrom only (a) the amount of any Debt secured by any Permitted Lien on any asset (other than (i) Debt owing to the SecuredParties under this Agreement or the other Loan Documents and (ii) Debt assumed by the purchaser of such asset) which is required to be, and is, and in thecase of Debt under the ABL DIP Credit Documents is permitted by the Intercreditor Agreement to be, repaid in connection with such Disposition (in the case ofdeductions for repayment of Debt under the ABL DIP Credit Documents, only to the extent of the amount of such proceeds allocated to ABL Priority Collateral(as defined in, and in accordance with the terms of Section 3.5(c) of, the Intercreditor Agreement)), (b) reasonable fees, commissions, and expenses relatedthereto and required to be paid by an Obligor in connection with such Disposition, and (c) taxes paid or payable to any taxing authorities by an Obligor inconnection with such Disposition, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash,actually paid or payable to a Person that is not an Affiliate of an Obligor, and are properly attributable to such transaction.“Non-Consenting Lender” has the meaning set forth in Section 10.2.“Non-Controlled Accounts” means any deposit account or securities account of an Obligor that is not subject to a Control Agreement.“Non-Obligor” means each Group Member that is not an Obligor.“Note” means a promissory note of the Borrowers payable to a Lender evidencing the Commitment of such Lender (as such promissory note may beamended, extended or otherwise modified from time to time) and also means each promissory note accepted by such Lender from time to time in substitutiontherefor or in renewal thereof.“Notice of Borrowing” means a notice by the Administrative Borrower to the Administrative Agent in the form of Exhibit D, which includes or specifies(A) the date of such proposed borrowing (B) the amount of the borrowing (which must be in an amount not to exceed 25the Commitment Amount at such time and (C) a certificate jointly from the chief financial officer and the chief restructuring officer of the AdministrativeBorrower certifying that, to the knowledge of the certifying officers, no Default or Event of Default has occurred and there is no fact, event or circumstancethat could reasonably be expected to cause a Default or Event of Default.“Notification” has the meaning set forth in Section 10.3(c).“Obligations” means, collectively, all obligations and liabilities of the Obligors to the Agent, the Lenders and the other Secured Parties under thisAgreement and all other Loan Documents, including without limitation obligations to pay principal, interest, fees, premiums, expenses and other amounts ofwhatever nature, Agent Expenses, and any such obligations that arise after the filing of a petition by or against any Obligor under the Bankruptcy Code (orunder any other bankruptcy or insolvency laws), regardless of whether allowed as a claim in the resulting proceeding, even if the obligations do not accruebecause of the automatic stay of Section 362 of the Bankruptcy Code (or under any other bankruptcy or insolvency laws) or otherwise.“Obligors” means, collectively, the Borrowers and the Guarantors.“Other Science Products” means the marketing units that are sub-segments of the Delta Business that offer grade 6-12 learning systems that integratetextbooks, equipment and technology under the CPO Science brand, a supplementary science curriculum under the NEO/SCI and SCIS brands, and a mathcurriculum, supplementary products and manipulatives primarily under the ThinkMath brand.“Other Taxes” has the meaning specified in Section 2.11(b).“Owned Real Property” means any fee interest of any Obligor in Real Property.“Participant” means a Person holding a Participation.“Participation” means a participation in all or a portion of the rights of a Lender, granted pursuant to and in accordance with Section 8.13.“Patent Security Agreement” means a Patent Security Agreement executed and delivered by an Obligor in favor of the Agent in substantially the formattached to the Security Agreement.“Payee” has the meaning set forth in Section 2.11.“PBGC” means the Pension Benefit Guaranty Corporation and any Person succeeding to any of its principal functions under ERISA.“Pension Plan” means an ERISA Plan that is a “pension plan” (within the meaning of Section 3(2) of ERISA).“Percentage” means, as to any Lender the amount of such Lender’s Commitment divided by the Total Commitment Amount or, if any suchCommitments have been terminated, the aggregate outstanding principal amount of such Lender’s Loans divided by the aggregate outstanding principalamount of Loans of all Lenders. 26“Permit” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, varianceor permission from, and any other contractual obligations with, any Governmental Authority, in each case whether or not having the force of law andapplicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.“Permitted Debt” means, provided that the incurrence thereof would not otherwise give rise to a Default under this Agreement:(a) Prepetition Indebtedness listed in Part A of Schedule 6.2;(b) Permitted PMM/Capital Lease Debt;(c) Intercompany Debt permitted under Section 6.3, evidenced by the Master Intercompany Note and subject to the Intercompany Subordinationand Payment Agreement, and in the case of Intercompany Debt existing on the Closing Date, listed in Part B of Schedule 6.2;(d) the Loans and other Debt outstanding under this Agreement;(e) ABL DIP Credit Obligations outstanding from time to time under the ABL DIP Credit Agreement, in an aggregate amount not to exceed at anytime the Maximum ABL DIP Credit Amount;(f) [Reserved];(g) [Reserved];(h) endorsement of instruments or other payment items for deposit;(i) Debt consisting of unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection withdispositions of business units permitted by Section 6.5;(j) [Reserved];(k) Debt permitted to be incurred in accordance with the DIP Order;(l) [Reserved];(m) Debt incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards,purchase cards (including so-called “procurement cards” or “P-cards”), or cash management services; and(n) Adequate Protection Obligations. 27Notwithstanding the foregoing, Commodity Hedging Obligations shall not in any event be Permitted Debt.“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured lender) credit judgment.“Permitted Liens” means:(a) Liens in existence on the date of this Agreement and listed in Schedule 6.1;(b) Liens for taxes or assessments or other governmental charges to the extent not required to be paid by Section 5.4;(c) materialmen’s, warehousemen’s, merchants’, carriers’, worker’s, repairer’s, or other like Liens arising by operation of law in the ordinarycourse of business to the extent the obligations secured thereby are (i) not required to be paid by Section 5.4 and (ii) in an aggregate amount not to exceed$8,000,000 at any time outstanding;(d) pledges or deposits to secure obligations under worker’s compensation laws, unemployment insurance and social security laws, or to securethe performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, in the ordinary course of business andconsistent with past practices, in an aggregate amount for such bids, tenders, contracts and true leases not to exceed $500,000 at any time outstanding,or to secure statutory obligations incurred in the ordinary course of business and consistent with past practices in an aggregate amount for suchstatutory obligations not to exceed $500,000 at any time outstanding, or to secure indemnity or other similar obligations incurred in the ordinary courseof business and consistent with past practices in an amount not to exceed $500,000 at any time outstanding, provided that the aggregate amount of allLiens permitted under this clause (d) shall not exceed $1,000,000;(e) Permitted Real Estate Encumbrances;(f) Liens created under the Loan Documents;(g) Liens created under the ABL DIP Credit Documents securing the ABL DIP Credit Obligations and that are subject to the IntercreditorAgreement;(h) judgment Liens provided that such judgment Lien has not given rise to an Event of Default;(i) the interests of lessors under operating leases and non-exclusive licensors under license agreements;(j) Liens securing Permitted PMM/Capital Lease Debt so long as (i) such Lien attaches only to the asset purchased or acquired in connection withthe incurrence thereof, and the proceeds therefrom, and (ii) such Lien only secures the Debt that was incurred to acquire the asset purchased or acquired; 28(k) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business and inexistence on the Petition Date;(l) rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred inconnection with the maintenance of such Deposit Accounts that are subject to Control Agreements in the ordinary course of business;(m) [Reserved];(n) [Reserved];(o) Liens in favor of customs and revenue authorities arising on or prior to the Petition Date as a matter of law to secure payment of customs dutiesnot yet delinquent in connection with the importation of goods; and(p) Adequate Protection Obligations.“Permitted PMM/Capital Lease Debt” means Capitalized Lease Liabilities and purchase money Debt with respect to fixed assets (i) outstanding on theClosing Date and set forth on Schedule 6.2 hereof and described as such on such Schedule and (ii) incurred after the Closing Date in an aggregate principalamount for all such Capitalized Lease Liabilities and purchase money Debt not to exceed $500,000 outstanding at any time, provided that such CapitalizedLease Liabilities and purchase money Debt are entered into in connection with, and at the time of or no later than 20 days after, the acquisition by theBorrowers of equipment useful and used in the ordinary course of the Borrowers’ business and the principal amount of such Capitalized Lease Liabilities andpurchase money Debt when incurred does not exceed the purchase price of the property financed, and no such Capitalized Lease Liabilities and purchasemoney Debt shall be refinanced for a principal amount in excess of the principal amount refinanced.“Permitted Real Estate Encumbrances” means, in the case of any Real Property, (a) any “Permitted Encumbrances” (as defined in the Mortgage relatingto such Real Property) approved by the Agent (at the direction of the Required Lenders), (b) Liens on such Real Property of the nature referred to in clauses (b),(f), (g) and (h) of the definition of Permitted Liens, and (c) easements (including without limitation reciprocal easement agreements), rights-of-way, restrictions,municipal, building and zoning ordinances and other similar encumbrances or other irregularities affecting such Real Property, that do not secure any Debt,and which were incurred in the ordinary course of business and (i) are described in the title insurance policy with respect to such Real Property delivered to theAdministrative Agent prior to the date hereof, or (ii) in the opinion of the Administrative Agent, are not substantial in amount and do not in any case materiallyimpair the use of such property in the operation of the business of any Group Member or impair the value of such Real Property. 29“Permitted Senior Liens” means Permitted Liens (x) referred to in clauses (a), (b), (c), (e) and (j) of the definition of Permitted Liens and applicable to theCollateral (other than Equity Interests constituting Collateral, as to which there shall be no Permitted Senior Liens), to the extent, but only to the extent, havingpriority by mandatory provisions of applicable law, and (y) referred to in clause (g) of the definition of Permitted Liens and applicable only to the ABL DIPCredit Priority Collateral.“Permitted Surety Bonds” means unsecured guarantees and reimbursement obligations incurred in the ordinary course of business with respect to suretyand appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations.“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust,unincorporated organization or Governmental Authority.“Petition Date” means January 28, 2013.“Planner Business” means the business unit comprised of Premier Agendas, Inc. (excluding (on a basis consistent with the financial statements deliveredby the Administrative Borrower to the Agent prior to the Closing Date) those operations relating to the Educational Resources Business in Canada), PremierSchool Agendas, Ltd. and Select Agendas, Corp.“Plan” has the meaning set forth in Schedule 5.18.“Platform” has the meaning set forth in Section 10.3(b).“Postpetition” means the time period commencing immediately upon the filing of the Chapter 11 Cases.“Prepetition” means the time period ending immediately prior to the filing of the Chapter 11 Cases.“Prepetition ABL Agent” means Wells Fargo Capital Finance, LLC, in its capacity as administrative agent and collateral agent, under the PrepetitionABL Credit Agreement.“Prepetition ABL Credit Agreement” means the Credit Agreement dated as of May 22, 2012, among the borrowers and guarantors named therein, thePrepetition ABL Credit Lenders and Wells Fargo Capital Finance, LLC, as administrative agent and co-collateral agent, as amended to date.“Prepetition ABL Credit Documents” means the Prepetition ABL Credit Agreement and each other Loan Document (as defined in the Prepetition ABLCredit Agreement).“Prepetition ABL Credit Lenders” means all lenders party to the Prepetition ABL Credit Agreement.“Prepetition Agents” means, collectively, the Prepetition ABL Agent and the Prepetition Term Loan Agent. 30“Prepetition Debt Documents” means, collectively, the Prepetition ABL Credit Documents and the Prepetition Term Loan Documents.“Prepetition Debt Holders” means, collectively, the Prepetition ABL Credit Lenders and the Prepetition Term Loan Lenders.“Prepetition Indebtedness” means all Debt of the Borrowers outstanding on the Petition Date immediately prior to the filing of the Chapter 11 Cases otherthan Debt under the Prepetition ABL Credit Agreement and the Prepetition Term Loan Agreement.“Prepetition Secured Obligations” means the obligations in respect of the Prepetition ABL Credit Documents and the Prepetition Term Loan Documents.“Prepetition Term Lenders” means the lenders party to the Prepetition Term Loan Agreement.“Prepetition Term Loan Agent” means Bayside Finance, LLC, as administrative agent and collateral agent under the Prepetition Term Loan Documents.“Prepetition Term Loan Agreement” means that certain Credit Agreement, dated as of May 22, 2012, by and among the borrowers and guarantors namedtherein, the Prepetition Term Lenders and the Prepetition Term Loan Agent, as amended prior to the Petition Date.“Prepetition Term Loan Default Interest” has the meaning set forth in Section 2.8(a).“Prepetition Term Loan Documents” means the Prepetition Term Loan Agreement and each other Loan Document (as defined therein).“Prepetition Term Loan Lenders” means the lenders party to the Prepetition Term Loan Agreement.“Prepetition Term Loan Make Whole Payment” has the meaning set forth in Section 2.8(a).“Prepetition Term Loan Obligations” has the meaning set forth in Section 2.8(a).“Prime Rate” means, at any time, a rate per annum equal to the higher of (a) the rate last quoted by The Wall Street Journal as the “base rate on corporateloans posted by at least 75% of the nation’s largest banks” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annuminterest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or,if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the FederalReserve Board (as determined by the Administrative Agent) and (b) the sum of 0.5% per annum and the Federal Funds Rate.“Product Development Expense” means, for any period, the capitalized cash investment on product development for such period. 31“Professional Fees Line Items” has the meaning set forth in Section 6.31(d).“Projections” has the meaning set forth in Section 4.5.“Protective Advances” has the meaning set forth therefor in Section 2.17(a).“Qualified Equity Interest” means and refers to any Equity Interests issued by School Specialty (and not by one or more of its Subsidiaries) that is not aDisqualified Equity Interest.“Rate Hedging Obligations” means any and all obligations of the Group Members under (a) any and all agreements, devices or arrangements designed toprotect any Group Member from the fluctuations of interest rates, including interest rate exchange agreements, interest rate cap or collar protection agreements,and interest rate options, puts and warrants, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any of the foregoing.“Reading Business” means the literacy and intervention division of the Accelerated Learning Business.“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of orinterests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements,hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights andother property and rights incidental to the ownership, lease or operation thereof.“Receipts” has the meaning set forth in Section 5.12(b).“Reconcilable Inclusion” means, with respect to the Accelerated Learning Business and the Planner Business, any inclusion within the AcceleratedLearning Business or the Planner Business, respectively, of contracts, rights or other assets that (x) prior to such inclusion, were included in a differentBusiness Segment, or (y) in the case of contracts, rights or other assets not previously included in a different Business Segment, are not consistent with thethen-existing other contracts, rights and other assets of the Accelerated Learning Business or the Planner Business, respectively.“Registered Pension Plan” means any “registered pension plan”, as defined in subsection 248(1) of the Income Tax Act (Canada).“Related Person” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative,attorney, accountant and each insurance, environmental, legal, financial and other advisor and other consultants and agents of or to such Person or any of itsAffiliates, together with, if such Person is the Administrative Agent, each other Person or individual designated, nominated or otherwise mandated by orhelping the Administrative Agent pursuant to and in accordance with Section 8.17 or any comparable provision of any Loan Document. 32“Related Transactions” means, collectively, the execution and delivery of, and consummation of the transactions contemplated by, all ABL DIP CreditDocuments and the payment of all related fees, costs and expenses.“Release” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal,discharge, dispersal, dumping, leaching or migration of Hazardous Substance into or through the environment.“Remaining Obligor” has the meaning set forth in Section 9.4.“Remedial Action” means all actions required under Environmental Laws to (a) clean up, remove, treat or in any other way address any HazardousSubstance in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Substance does not migrate or endanger or threatento endanger public health or welfare or the indoor or outdoor environment, or (c) perform pre-remedial studies and investigations and post-remedial monitoringand care with respect to any Hazardous Substance.“Report” and “Reports” have the meanings specified in Section 8.20(a).“Reportable Event” means a reportable event as that term is defined in Title IV of ERISA, and not as to which the PBGC has by regulation waived therequirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, and with the exception of actions of generalapplicability by the Secretary of Labor under Section 110 of ERISA.“Reporting Affiliate” means, with respect to any Person, a Person who is an Affiliate of such first Person under clauses (a), (b) or (c) of the definition ofthe term “Affiliate”.“Required Lenders” means, at any time, the Lenders holding more than fifty percent (50.0%) of the outstanding Commitments and Loans.“Required Payment” has the meaning set forth in Section 2.10(c).“Requirements of Law” means, as to any Person, the organizational documents of such Person and any Applicable Law, or determination of aGovernmental Authority having the force of law (but nevertheless including determinations of a Governmental Authority not having the force of law ifresponsible and prudent Persons engaged in a business similar to the business of the Borrower would observe such determinations), in each case applicable toor binding upon such Person or any of its business or property or to which such Person or any of its business or property is subject.“Reserve Percentage” has the meaning set forth in the definition of “LIBOR Rate”.“Responsible Officer” means the chief executive officer or chief financial officer of the Administrative Borrower. 33“Restricted Payment” means, in respect of any Obligor or any Subsidiary of any Obligor, to (a) declare or pay any dividend or make any other paymentor distribution, directly or indirectly, on account of Equity Interests issued by such Obligor or Subsidiary (including any payment in connection with anymerger or consolidation involving such Obligor or Subsidiary) or to the direct or indirect holders of Equity Interests issued by such Obligor or Subsidiary intheir capacity as such (other than dividends or distributions payable in Equity Interests of such Obligor or Subsidiary that are not Disqualified EquityInterests), or (b) purchase, redeem, make any sinking fund or similar payment, or otherwise acquire or retire for value (including in connection with anymerger or consolidation involving such Obligor or Subsidiary) any Equity Interests issued by such Obligor or Subsidiary, or (c) make any payment to retire,or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire Equity Interests of such Obligor or Subsidiary now or hereafteroutstanding, or (d) make any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance(including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Debt.“Restrictive Agreement” means an agreement (other than a Loan Document) that conditions or restricts the right of any Group Member to incur or repayborrowed money, to grant Liens on any assets, to declare or make Restricted Payments, to modify, extend or renew any agreement evidencing borrowed money,or to repay any Intercompany Debt.“Return” has the meaning set forth in Section 2.12(b)(i).“Rolling Two Week Test Period” has the meaning set forth in Section 6.31(a).“Sale Effort” has the meaning set forth in Schedule 5.18.“Sale/Leaseback Liabilities” means any amount or liability in respect of sale/leaseback or analogous transactions that is or is required under GAAP tobe shown on the consolidated balance sheet of the Administrative Borrower and its consolidated Subsidiaries.“Sale Order” has the meaning set forth in Schedule 5.18.“School Specialty” has the meaning set forth in the Preamble to this Agreement.“Secured Parties” means the Lenders, the Administrative Agent, the Collateral Agent, each other Indemnitee and any other holder of any Obligation ofany Obligor.“Security Agreement” means each Security and Pledge Agreement (or similar agreement) executed by each Obligor in favor of the Agent and the Lenders,in the form of Exhibit E hereto duly completed for each Obligor, as the same may be amended, supplemented or restated from time to time.“Seeds Divestiture” means the disposition by the Obligors of the Seeds of Science / Roots of Reading business in January 2012.“Senior Debt” means Debt of the Group Members that has not been subordinated in right of payment to the Obligations in a manner in form andsubstance satisfactory to the Agent, including the ABL DIP Credit Obligations. 34“Single Test Week” has the meaning set forth in Section 6.31(a).“Stated Borrowing Base” has the meaning ascribed thereto in the Intercreditor Agreement (as in effect on the date hereof).“Stroock” means Stroock & Stroock & Lavan LLP.“Subordinated Debt” means unsecured Debt of the Obligors that is not Senior Debt, and that (a) is only guaranteed by the Guarantors, (b) is not subjectto scheduled amortization, redemption, sinking fund or similar payment and does not have a final maturity, in each case, on or before the date that is sixmonths after the Maturity Date, and (c) does not include any financial covenants or any covenant or agreement that is more restrictive or onerous on anyObligor in any material respect than any comparable covenant in this Agreement; and “Subordinated Debt” shall in any event include (x) the 2011 ConvertibleSubordinated Debentures, and (y) any other Debt of an Obligor incurred after the date hereof which by its terms is expressly subordinated to the Obligations ina manner and to an extent approved by the Administrative Agent.“Subsidiary” of a Person means any corporation, limited liability company, partnership or other entity of which more than fifty percent (50%) of theoutstanding equity or membership interests or shares of capital stock having general voting power under ordinary circumstances to elect a majority of theboard of directors (or other governing body) of such entity, (irrespective of whether or not at the time stock or membership interests of any other class orclasses shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by such Person, bysuch Person and one or more Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.“Subsidiary Borrowers” has the meaning set forth in the Preamble to this Agreement.“Survey” means, in respect of a particular parcel of Real Property, an American Land Title Association form survey, dated no earlier than thirty(30) days prior to the issuance of the corresponding Mortgage Policy (or such other date as the Agent may approve in its Permitted Discretion), certified to theAgent and the issuer of the corresponding Mortgage Policy in a manner satisfactory to the Agent, by a land surveyor duly registered and licensed in the statesin which the property described in such survey is located and acceptable to the Agent, which survey (i) shall show (x) all buildings and other improvements,(y) the location of any easements, rights of way, building set-back lines and other dimensional regulations and (z) such other matters as the Agent shallreasonably request and (ii) be sufficient for the issuer of the corresponding Mortgage Policy to remove all standard survey exceptions from the correspondingMortgage Policy.“SWDA” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.).“Synthetic Lease Liabilities” means the monetary obligation of a Person under either: (a) a so-called synthetic, off-balance sheet or tax retention lease; or(b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon theinsolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). The amount of 35Synthetic Lease Liabilities shall be deemed to be the capitalized amount of the remaining lease payments under the relevant lease that would appear on abalance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.“Tax Returns” has the meaning set forth in Section 4.8.“Taxes” has the meaning set forth in Section 2.11(a).“Term Loan Priority Collateral” has the meaning set forth in the Intercreditor Agreement.“Term Loan Priority Collateral Deposit Account” means that certain segregated account of the Borrowers held at the Administrative Agent, with theaccount number 104790829931 and titled “School Specialty, Inc.”, subject to a control agreement, in form and substance satisfactory to the AdministrativeAgent, which establishes “control” (as defined in the UCC) in favor of the Administrative Agent for the benefit of the Lenders.“Termination Date” means the earliest to occur of (i) Maturity Date, (ii) the consummation of a sale of all or substantially all of the assets of theBorrowers under section 363 of the Bankruptcy Code, (iii) unless waived by the Lenders in their sole discretion, the occurrence of an Event of Default aftertaking into effect all applicable grace periods, (iv) the acceptance in writing by any of the Borrowers of any offer or bid for the purchase of, directly orindirectly, all or substantially all of the assets of any of the Borrowers, or all of the equity of School Specialty or any Subsidiary thereof, to a buyer that doesnot provide for the actual payment in full of the Obligations by no later than the Maturity Date, (v) unless waived by the Lenders in their sole discretion, thedate that any of the Borrowers files a motion with the Bankruptcy Court for authority to proceed with the sale or liquidation of any of the Borrowers’ (or anymaterial portion of the assets or all of the equity of any Borrower) without the consent of the Lenders except pursuant to a proposed sale of all or substantiallyall of the Borrowers’ assets, or all of the equity of School Specialty or any Subsidiary thereof, to a buyer that provides for the actual payment in full of theObligations by no later than the Maturity Date, (vi) if the Final Order has not been entered, March 15, 2013, (vii) the effective date of a Plan or (viii) unlesswaived by the Lenders in their sole discretion, if any of the Obligors files a motion with the Bankruptcy Court for authority to proceed with the sale orliquidation of any of the Obligors (or any material portion of the assets or all of the equity of any of the Obligors) or files a plan of reorganization, in each case,without the consent of the Lenders, except pursuant to a proposed sale of all or substantially all of the Obligors’ assets or all of the equity of the AdministrativeBorrower or any Subsidiary thereof or a plan of reorganization that, in any such case, provides for the actual payment in full in cash of the Obligations by nolater than the earlier of the (x) Maturity Date and (y)(a) in the case of a sale, the date of consummation of such sale and (b) in the case of a plan, the effectivedate of such plan. Upon the Termination Date, the Commitments shall terminate and all Loans and other Obligations shall be due and payable.“Test Period” means the Single Test Week and the Rolling Two Week Test Period, commencing from the Single Test Week ending March 9, 2013. 36“Total Outstanding ABL DIP Credit Amount” means, as of any date of determination, the sum of (a) the aggregate principal amount of all outstandingABL DIP Credit Loans on such date, plus (b) the amount of all outstanding LC Obligations on such date.“Trademark Security Agreement” means a Trademark Security Agreement executed and delivered by an Obligor in favor of the Agent in substantiallythe form attached to the Security Agreement.“Treasury” means the United States Treasury.“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if by reason of mandatoryprovisions of law, the perfection, the effect of perfection or non-perfection or the priority of the security interests of the Collateral Agent in any Collateral isgoverned by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect insuch other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.“Unfinanced Capital Expenditures” means Capital Expenditures that are made from available cash of the Borrowers and not from the proceeds ofPermitted PMM/Capital Lease Debt (including any Permitted PMM/Capital Lease Debt incurred after the acquisition of the asset acquired to directly orindirectly finance such acquisition), and are made in respect of assets that are not subject to any capital lease, and are not pledged to secure any purchasemoney Debt (whenever incurred).“Unrestricted Cash” means, as of any date of determination, the aggregate amount of cash credited as of such date to all deposit accounts of the GroupMembers, which cash is subject to no restriction on its use, transfer or distribution pursuant to any Requirement of Law or contractual obligation (other thanthe Loan Documents, the ABL DIP Credit Documents and the Prepetition ABL Credit Documents).“USA Patriot Act” has the meaning set forth in Section 10.16.“Variance Report” means a weekly variance report to be provided by Borrowers to Administrative Agent within three Business Days after the end of eachfiscal week and publicly filed with the Bankruptcy Court reflecting actual cash receipts and disbursements for (i) the prior fiscal week, (ii) the period fromthe beginning of the fiscal month which includes such fiscal week to the end of such fiscal week, (iii) the applicable Test Period of the AdministrativeBorrower, and (iv) the period from the beginning of the fiscal week ending March 9, 2013 to the end of such Test Period, in each case, reflecting the amountvariance and, in the case of clause (iii), percentage variance of actual receipts and disbursements (on a line item basis) from those receipts and disbursementsreflected in the most recently delivered thirteen-week cash flow forecast in the Approved Budget for the corresponding periods (or, in the case of clause (iv) andwith respect to past periods that are not covered in the most recently delivered thirteen-week cash flow forecast in the Approved Budget, the latest thirteen-weekcash flow forecast in the Approved Budget that covers any such past period), an explanation of the reason for any such variance and compliance or non-compliance with the requirements set forth in Section 6.31. 37“Welfare Plan” means an ERISA Plan that is a “welfare plan” within the meaning of Section 3(1) of ERISA.“Withholding Agent” means any Loan Party and the Administrative Agent.Section 1.2 Payments. The Administrative Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of anyamount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Obligor or anyLender. Any such determination or redetermination by the Administrative Agent shall be conclusive and binding for all purposes, absent manifest error. Nodetermination or redetermination by any Secured Party or Obligor and no other currency conversion shall change or release any obligation of any Obligor or ofany Secured Party (other than the Administrative Agent and its Related Persons) under any Loan Document, each of which agrees to pay separately for anyshortfall remaining after any conversion and payment of the amount as converted. The Administrative Agent may round up or down, and may set upappropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis paymentthresholds.ARTICLE IICREDIT FACILITIESSection 2.1 Loans. Subject to the terms and conditions herein set forth, each Lender hereby severally, but not jointly, agrees to make loans in Dollars(each such loan, a “Loan”), not to exceed in the aggregate the Commitment Amount, to the Borrowers as follows: (i) an initial borrowing on the Closing Date,in the aggregate principal amount of $130,000,000 (the “Initial Borrowing”), (ii) additional borrowings in an aggregate principal amount not to exceed$15,000,000 on up to two Additional Funding Dates during the Availability Period in respect of which a Notice of Borrowing has been delivered, (iii) on orafter May 20, 2013, an additional borrowing in an aggregate principal amount not to exceed $5,000,000 on an Extended Funding Date during the AvailabilityPeriod in respect of which a Notice of Borrowing has been delivered and (iv) on or after May 27, 2013, an additional borrowing in an aggregate principalamount not to exceed $5,000,000 on an Extended Funding Date during the Availability Period in respect of which a Notice of Borrowing has been delivered.The proceeds of such Loans shall be deposited into the Term Loan Priority Collateral Deposit Account. The Loans and Loan proceeds shall be allocated to theBorrowers in the manner specified in the Notice of Borrowing therefor and used in accordance with Section 2.8. Notwithstanding the preceding, prior to theentry by the Bankruptcy Court of a Final Order, the Commitment Amount shall be limited to the sum of $130,000,000, to the extent authorized by the InterimOrder. The Commitments shall expire at the end of the Availability Period. The Commitment Amount shall be permanently reduced on the Closing Date andeach Additional Funding Date and Extended Funding Date by the aggregate principal amount of Loans made on such dates. In no event shall a Loan be madeon any Additional Funding Date or Extended Funding Date in an amount which would exceed the Commitment Amount on such date. For the avoidance ofdoubt, Loans repaid cannot be reborrowed. 38Section 2.2 Procedures for Loans. The Initial Borrowing shall be funded on the Closing Date without further need for the Borrowers to take any action orsubmit any notice or request to the Administrative Agent or Lenders. To request a Loan to be funded on any Additional Funding Date or Extended FundingDate, the Administrative Borrower shall submit a Notice of Borrowing to the Administrative Agent no later than 1:00 p.m. New York, New York time, five(5) Business Days (which date may be prior to the entry of the Final Order) prior to the proposed Additional Funding Date or Extended Funding Date. TheNotice of Borrowing shall be effective upon receipt by the Administrative Agent, shall be in writing by facsimile or electronic transmission (including byPDF). The requested borrowing shall be in an integral multiple of $500,000 and not less than $5,000,000 in the aggregate for each such Additional FundingDate or $1,000,000 in the aggregate on each such Extended Funding Date. Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shalladvise each Lender of the proposed Loan. At or before 1:00 p.m., New York, New York time, on the date specified for the requested Loan, each Lender shallprovide the Administrative Agent at the principal office of the Administrative Agent in New York, New York with immediately available funds covering suchLender’s Percentage of such Loan. Subject to satisfaction of the conditions precedent set forth in Article III with respect to such Loan, the Administrative Agentshall pay over such funds to the Administrative Borrower, by effecting a wire transfer to the Term Loan Priority Collateral Deposit Account, for the account ofthe applicable Borrower(s) specified in the Notice of Borrowing, prior to 4:00 p.m., New York, New York time, on the date of the requested Loan.Section 2.3 Interest. The outstanding principal amount of each Loan shall bear interest from the date when made to the date repaid (provided that one fullday’s interest shall be payable for any Loan, or portion thereof, that is borrowed and repaid on the same day), accruing daily at a rate per annum equal to theapplicable LIBOR Rate for each day during each Interest Period during which such Loan is outstanding, plus the Applicable Margin, adjusted for eachapplicable Interest Period, payable in arrears on the last day of the applicable Interest Period; provided, however, that upon the occurrence of an Event ofDefault (whether or not the Agent or any Lender shall have received or given notice thereof), the interest on the Loans from and after the date of the occurrenceof such Event of Default shall be the rate per annum otherwise applicable from time to time to such Loans, plus two percent (2.0%) per annum (adjusting forany change in the applicable LIBOR Rate), payable in arrears on the last day of each fiscal month and on the last day of the applicable Interest Period and ondemand from time to time (the “Default Rate”). The outstanding amount of all Obligations other than outstanding principal of Loans shall bear interest fromthe date such Obligations are due and payable, accruing daily at the rate applicable from time to time (calculated daily and not for any Interest Period) to theLoans (and shall bear interest at the Default Rate upon the occurrence of an Event of Default). Interest shall be computed on the basis of the actual number ofdays elapsed and a year consisting of 360 days. Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on theBorrowers, the other Obligors and the Lenders in the absence of manifest error. All payments of interest shall be made in cash in Dollars in immediatelyavailable funds.Section 2.4 Setting and Notice of Rates. The applicable LIBOR Rate for each Interest Period shall be determined by the Administrative Agent on theClosing Date, for the initial Interest Period, and on the first Business Day of each subsequent fiscal month, for each subsequent Interest Period (such rate toapply for each calendar day in such Interest Period), whereupon notice thereof (which may be by telephone) shall be given by the Administrative Agent to theAdministrative Borrower and each Lender. Each such determination of the 39applicable LIBOR Rate shall be conclusive and binding upon the parties hereto, in the absence of demonstrable and manifest error. The Administrative Agent,upon written request of the Administrative Borrower or any Lender, shall deliver to the Administrative Borrower or such requesting Lender a statementshowing the computations or source used by the Administrative Agent in determining the applicable LIBOR Rate hereunder.Section 2.5 Repayment of Loans; Representations; Joint and Several Liability.(a) The Borrowers hereby unconditionally promise to pay to the Administrative Agent for itself and the account of each Lender in cash in Dollars inimmediately available funds the then unpaid amount of each Loan and any other Obligations on the Maturity Date, or on such prior date as may berequired by the terms of this Agreement (including, without limitation, upon the Termination Date).(b) For all purposes of calculating whether payments of amounts payable under this Agreement have been received in a timely fashion on the daterequired therefor pursuant to this Agreement, including calculating interest on the applicable Obligations, funds received by the Administrative Agentfrom the Borrowers prior to 2:00 p.m. New York time will be deemed applied to the Obligations then due and payable as provided herein on the date ofreceipt by the Administrative Agent, provided that such funds are immediately available and notice thereof is received from the Administrative Borrowerin accordance with the Administrative Agent’s usual and customary practices as in effect from time to time and by 3:00 p.m. (New York time) on suchdate of receipt, and if not, then such amounts shall be deemed received and applied on the next succeeding Business Day after receipt of suchimmediately available funds by the Administrative Agent.(c) The Borrowers shall be obligated to repay all Loans made under this Article II notwithstanding the failure of the Administrative Agent to provide anywritten request therefor or written confirmation thereof and notwithstanding the fact that the person requesting the same was not in fact authorized to doso. Any request for Loans under Section 2.2, whether written, telephonic, telecopy or otherwise, shall be deemed to be a representation by each Borrowerthat the borrowing conditions set forth in Section 3.1 and Section 3.2 have been met and all statements set forth in Section 3.1 and Section 3.2 are correctas of the time of the request.(d) The Borrowers shall be jointly and severally liable for all amounts due from the Borrowers to the Administrative Agent, the Lenders and the otherSecured Parties under this Agreement, including, without limitation, all Obligations, regardless of which Borrower actually receives the Loans or otherextensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent accounts for such Loans or otherextensions of credit on its books and records. The Obligations with respect to Loans or other extensions of 40credit made to a Borrower, and the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans or otherextensions of credit made to the other Borrowers hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primaryobligations of all Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans or otherextensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity orenforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or anypart of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor or anyother security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of anyindulgence by the Administrative Agent, Lenders or other Secured Parties with respect to any provisions of any agreement or instrument evidencing orgoverning the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers anddelivered to the Administrative Agent, (d) the failure by the Administrative Agent, or any of the Lenders or other Secured Parties, to take any steps toperfect and maintain its security interest in the Collateral or any part of it, or to preserve its or their rights and maintain its or their security or collateralfor the Obligations of the other Borrowers, (e) the election of the Administrative Agent, or any of the Lenders or other Secured Parties, in any proceedinginstituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of theclaim(s) of the Administrative Agent, or any of the Lenders or other Secured Parties, for the repayment of the Obligations of the other Borrowers underSection 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of a Guarantor orof the other Borrowers, other than, with respect to a particular Lender, the willful misconduct, fraud or gross negligence of such Lender as determinedpursuant to a final, non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and severalliability of a Borrower hereunder with respect to Loans or other extensions of credit made to the other Borrowers hereunder, each Borrower and Guarantorwaives, until the Obligations shall have been paid in full in immediately available funds and this Agreement shall have been terminated, any right toenforce any right of subrogation or any remedy which the Agent or any other Secured Party now has or may hereafter have against the Borrowers or anyGuarantor, or any endorser or any other guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any securityor collateral given to the Agent or any other Secured Party. Upon any Event of Default and for so long as the same is continuing, the Agent may proceeddirectly and at once, without notice, against any Borrower or Guarantor, or against any one or more of them, to collect and recover the full amount, orany portion of the Obligations, without first proceeding against the other Borrowers or Guarantors or any other Person, or against any security orcollateral for the Obligations. Each Borrower and Guarantor consents and agrees that the Agent and the Lenders and the other Secured Parties shall beunder no obligation to marshal any assets in favor of the Borrower(s) or Guarantor(s) or against or in payment of any or all of the Obligations.Section 2.6 Notes. Upon request by a Lender, such Lender’s Loan may be evidenced by a Note. The unpaid principal amount of each Note and allunpaid accrued interest thereon shall be payable on the Maturity Date, or on such prior date as may be required by the terms of this Agreement. 41Section 2.7 Fees. The Borrowers shall pay to the Administrative Agent, for its own account (or to such other parties as the Administrative Agent mayspecify in writing), the fees specified in the Agent Fee Letter in the amounts and on the dates specified therein, which amount shall be deemed fully earnedwhen paid, whether or not this Agreement shall continue in effect, or any Loans or the Commitment shall remain in effect, for the entire year covered thereby.Section 2.8 Use of Proceeds. (a) Proceeds of the Loans under the this Agreement will be used only for the following purposes, in each case, inaccordance with and subject to the Approved Budget: (i) to provide working capital for the Obligors during the Chapter 11 Cases in the ordinary course ofbusiness and other costs and expenses of administration of the Chapter 11 Cases, in an aggregate principal amount not to exceed $60,000,000 less anyamounts used to prepay the Bayside DIP Obligations pursuant to clause (iii) of this paragraph, (ii) to refinance the outstanding balance of principal, accruedinterest and other fees and charges (the “Prepetition Term Loan Obligations”) due under the Prepetition Term Loan Agreement in an aggregate principal amountnot to exceed $67,778,875 other than amounts thereunder related to the Prepetition Term Loan Make Whole Payment (as defined below) and Prepetition TermLoan Default Interest (as defined below), (iii) to refinance the outstanding balance of principal, accrued interest and other fees and charges (the “Bayside DIPObligations”) due under that certain Senior Secured Super Priority Debtor-In-Possession Credit Agreement, dated as of January 31, 2013, by and among theObligors, the Lenders as defined therein and Bayside Finance, LLC (“Bayside”) (as amended pursuant to the interim order of the Bankruptcy Court datedJanuary 31, 2013 [Docket No. 88] approving the incurrence of the Bayside DIP Obligations, the “Bayside DIP Credit Agreement”) in an amount of$22,556,683 (plus additional amounts for accrued and unpaid reasonable documented fees and expenses), and (iv) to fund the Escrow Account in anamount equal to $25,000,000 which shall be used, subject to the terms of this Escrow Agreement, for payment to the Prepetition Term Loan Agent of anyoutstanding obligations under the Prepetition Term Loan Agreement, including, for the avoidance of doubt, payments in respect of (a) the Early Payment Fee(as defined in and calculated under the Prepetition Term Loan Agreement (the “Prepetition Term Loan Make Whole Payment”)) upon entry of an EscrowRelease Order allowing same in whole or in part, (b) any accrued and unpaid interest at the rate provided for under the Prepetition Term Loan Agreement,including any interest calculated at the Default Rate (as defined in and calculated under the Prepetition Term Loan Agreement) (the “Prepetition Term LoanDefault Interest”), on the aggregate outstanding principal amount of Term Loans (as defined in the Prepetition Term Loan Agreement), upon entry of an EscrowRelease Order allowing same in whole or in part and (c) any other amounts in respect of the obligations under the Prepetition Term Loan Agreement, includingAgents Expenses (as defined in the Prepetition Term Loan Agreement) upon entry of a final, non-appealable order allowing same in whole or in part(collectively, the “Escrowed Payments”).(b) The Escrow Agreement shall provide as follows:(i) Within ten (10) Business Days of the entry of a final, non-appealable order (such order, an “Escrow Release Order”) of a court of competentjurisdiction, including, without limitation, the Bankruptcy Court, and the delivery of such Escrow Release Order to the Escrow Agent with acertification from the Administrative Agent or the Prepetition Term Loan Agent that it constitutes the Escrow Release Order, directing that all or any 42portion of the amounts held in escrow on account of the Escrowed Payments shall be released from the Escrow Account and distributed to the PrepetitionTerm Loan Agent, such amounts shall be so released from the Escrow Account to the Prepetition Term Loan Agent and applied under and in accordancewith the Prepetition Term Loan Agreement.(ii) Within ten (10) Business Days of the delivery to the Escrow Agent of a settlement agreement with a certificate from the Administrative Agentand the Prepetition Term Loan Agent that it constitutes a settlement agreement as to the Escrowed Payments, amounts in the Escrow Account shall bereleased as set forth in such settlement agreement. Any such settlement shall require the reasonable consent of the Required Lenders to become effective torelease funds under the Escrow Agreement.(iii) Any funds remaining in the Escrow Account after giving effect to Section 2.8(b)(i) and/or Section 2.8(b)(ii) shall be released to theAdministrative Agent for application to the Obligations under and in accordance with Section 2.10(f) of this Agreement.Section 2.9 Prepayments; Apportionment and Application.(a) Mandatory Prepayments — Agent Election. The Borrowers shall be required to prepay the Obligations in accordance with Section 2.9(c) upon thefollowing events in the amounts stated below, in each case within one (1) Business Day of the receipt thereof, unless such prepayment is waived inwriting by the Administrative Agent with the consent of the Required Lenders:(i) upon the receipt by any Group Member of the proceeds of a Carson-Dellosa Drag-Along Sale or any other voluntary or involuntary Dispositionor spin-offs of property, divisions, business units, or business lines of a Group Member (including casualty losses or condemnations but excludingsales or dispositions which are permitted under clause (a) of Section 6.5 and dispositions of Inventory in the ordinary course of business), in anamount equal to (x) in the case of Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received in respect of ABL DIPCredit Priority Collateral by such Group Member in connection with such Dispositions or spin-offs, 100% of the amount thereof, and (y) in all othercases, in an amount equal to 100% of the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such GroupMember in connection with such Dispositions or spin-offs; provided, that, nothing contained in this Section 2.9(a)(i) shall permit any Group Memberto Dispose of any property other than in accordance with Section 6.5;(ii) upon the receipt by any Group Member of (1) any net proceeds of issuances of Debt for the refinancing of the Obligations, in an amount equalto 100% of such amounts, (2) net proceeds of issuances of Debt (other than Debt described in the preceding clause (1), and other Permitted Debt), in anamount equal to 50% of such amounts, (3) net proceeds of issuances of Equity Interests to any Person other than an Obligor, in an amount equal to 50%of such amounts, (4) Extraordinary Receipts attributable to or received in respect of Term Loan Priority Collateral, in an amount equal to 100% of suchamounts, (5) Extraordinary Receipts attributable to or received in respect 43of ABL DIP Credit Priority Collateral, in an amount equal to 0% of such amounts that are received prior to Payment in Full of the ABL Priority Debt (aseach such term is defined in the Intercreditor Agreement) and 100% of such amounts that are received thereafter, (6) other Extraordinary Receipts, in anamount equal to 50% of such amounts, (7) any proceeds of business interruption insurance, in an amount equal to 50% of such amounts, (8) anyproceeds of all other insurance in respect of loss or destruction of property and of the proceeds of all awards and other recoveries in respect ofcondemnation and analogous events in respect of property, in each case attributable to or received in respect of Term Loan Priority Collateral, in anamount equal to 100% of such amounts, and (9) any proceeds of all other insurance in respect of loss or destruction of property and of the proceeds ofall awards and other recoveries in respect of condemnation and analogous events in respect of property, in each case attributable to or received in respectof ABL DIP Credit Priority Collateral (calculated as determined in Section 5.2 of the Intercreditor Agreement), in an amount equal to 0% of suchamounts that are received prior to Payment in Full of the ABL Priority Debt (as each such term is defined in the Intercreditor Agreement) and 100% ofsuch amounts that are received thereafter (in each case in clauses (8) and (9) above, subject to exceptions for repairs and replacements effected within 60days of receipt of such insurance proceeds or other award by any Group Member and costing up to $200,000 per casualty event); and(iii) if any Group Member receives any proceeds of or amounts from the Escrow Account, upon such receipt by such Group Member, in anamount equal to the amount so received.(b) Voluntary Prepayments. The Borrowers may prepay the outstanding principal amount of any Loan in whole at any time and/or in part, at par, fromtime to time, upon not less than thirty (30) days’, and not more than sixty (60) days’ prior written notice to the Administrative Agent, which notice shallbe irrevocable once given, provided that (i) the Borrowers will remain liable for any breakage costs that may be owing pursuant to Section 2.13 aftergiving effect to such prepayment, and (ii) each partial prepayment that is not of the entire outstanding amount of Loans shall be in an aggregate amountthat is an integral multiple of $1,000,000.(c) Prepayments Generally. The following provisions shall apply to all prepayments under Section 2.9(a) and (b)), to the extent specified below:(i) any prepayment of the Loans under Section 2.9(a) and (b) shall be applied against the outstanding Loans of each Lender pro rata according toeach Lender’s Percentage of such Loans;(ii) at any time that an Application Event has occurred, prepayments under Section 2.9(a) shall be applied in accordance with the terms ofSection 2.10(f)(ii);(iii) [Reserved];(iv) [Reserved]; and 44(v) upon receipt by any Obligor of any Net Cash Proceeds, Extraordinary Receipts, net proceeds of issuances of Debt or Equity Interests,insurance proceeds or other awards payable in connection with the loss, destruction or condemnation of any property, or other amounts described inSection 2.9(a) (except clause (a)(i)(x)), the Administrative Borrower shall immediately deposit such funds, or cause such funds to be immediatelydeposited, in the Term Loan Priority Collateral Deposit Account in an amount not less than the maximum amount that would be required to be applied toprepayment of the Obligations hereunder (assuming none of such proceeds would be elected to be used for any permitted repairs or replacements); theAdministrative Borrower will cause such funds to be maintained in the Term Loan Priority Collateral Deposit Account until applied to prepayment of theObligations, or to a permitted repair or replacement, in accordance with the terms of this Section 2.9.(d) No Violation of Intercreditor Agreement. Notwithstanding anything else to the contrary in this Agreement, the Borrowers shall not be permitted tomake, and the Agent and the Lenders shall not be required to receive (and for the avoidance of doubt, if the Lenders do so receive, such receipt shall besubject to the Intercreditor Agreement), any voluntary prepayments of the Obligations (for the avoidance of doubt, including voluntary prepaymentspursuant to Section 2.9(b) and also prepayments specified to be in such amounts as the Administrative Borrower may elect pursuant toSection 2.9(a)(i)(y)) that would contravene, or result in a breach of, any provision of the Intercreditor Agreement.Section 2.10 Payments.(a) Making of Payments. All payments and prepayments of principal, interest and other amounts due hereunder shall be made (unless otherwiseexpressly stated in this Agreement) to the Administrative Agent for the account of the Lenders pro rata according to their respective applicablePercentages. All payments to the Administrative Agent shall be made to the Administrative Agent at its office in New York, New York, not later than 2:00p.m., New York, New York time, on the date due, in Dollars in immediately available funds, and funds received after that hour shall be deemed, forpurposes of determining timeliness of payments and for all purposes of computation of interest, to have been received by the Administrative Agent on thenext following Business Day. Any payment or prepayment of principal shall be accompanied by accrued unpaid interest on such amount of principalpaid or prepaid through the date of payment or prepayment, and, if applicable, additional compensation calculated in accordance with Section 2.13. TheAdministrative Agent shall remit to each Lender in immediately available funds its share of all such payments received by the Administrative Agent forthe account of such Lender on the Business Day next succeeding the Business Day such payments are received by the Administrative Agent. If theAdministrative Agent fails to remit any payment to any Lender when required hereby, the Administrative Agent shall pay interest on demand to thatLender for each day during the period commencing on the date such remittance was due until the date such remittance is made at an annual rate equal tothe Federal Funds Rate for such day. All payments under Section 2.11, 2.12 or 2.13 shall be made by the Borrowers directly to each Lender entitledthereto. 45(b) Effect of Payments. Each payment by the Borrowers to the Administrative Agent for the account of any Lender pursuant to Section 2.10(a) shall bedeemed to constitute payment by the Borrowers directly to such Lender, provided, however, that in the event any such payment by the Borrowers to theAdministrative Agent is required to be returned to the Borrowers for any reason whatsoever, then the Borrowers’ obligation to such Lender with respectto such payment shall be deemed to be automatically reinstated.(c) Distributions by Agent. Unless the Administrative Agent shall have been notified by a Lender or a Borrower prior to the date on which such Lenderor Borrower are scheduled to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by it hereunder or(in the case of a Borrower) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment by a Lender orBorrower (as the case may be) being herein called a “Required Payment”), which notice shall be effective upon receipt, that it does not intend to make theRequired Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in relianceupon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender orBorrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, ondemand, repay to the Administrative Agent the amount so made available together with interest thereon for each day during the period commencing on thedate such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate (i) equal tothe Federal Funds Rate for such day, in the case of a Required Payment owing by a Lender, or (ii) equal to the applicable rate of interest as provided inthis Agreement for the Loans (calculated daily and not in respect of any Interest Period), in the case of a Required Payment owing by a Borrower.(d) Setoff. Each Borrower agrees that each Lender, subject to such Lender’s sharing obligations set forth in Section 8.6, shall have all rights of setoffand bankers’ lien provided by Applicable Law, and in addition thereto, each Borrower agrees that if at any time any Obligation is due and owing bysuch Borrower under this Agreement or the other Loan Documents to any Lender at a time when an Event of Default has occurred hereunder, any Lendermay apply any and all balances, credits, and deposits, accounts or moneys of such Borrower then or thereafter in the possession of such Lender(excluding, however, any trust or escrow accounts held by such Borrower for the benefit of any third party) to the payment thereof.(e) Due Date Extension. If any payment of principal of or interest on any Loan or any fees payable hereunder falls due on a day that is not a BusinessDay, then such due date shall be extended to the next following Business Day, and (in the case of principal) additional interest shall accrue and bepayable for the period of such extension. 46(f) Apportionment and Application of Payments.(i) So long as no Application Event has occurred, and except as otherwise expressly specified herein, all principal and interest payments shall beapportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by eachLender) and all payments of fees and expenses (other than fees or expenses that are for the Agent’s separate account) shall be apportioned ratably amongthe Lenders to which a particular fee or expense relates. All payments to be made hereunder by the Borrowers shall (subject to the last sentence ofSection 2.10(a) hereof) be remitted to the Administrative Agent and all (subject to Section 2.10(f)(iii) hereof) such payments, and all proceeds ofCollateral received by the Agent, shall be applied, so long as no Application Event has occurred, to reduce the balance of the Loans and other Obligationsoutstanding and, thereafter, to the Administrative Borrower or such other Person entitled thereto under Applicable Law.(ii) At any time that an Application Event has occurred, all payments remitted to the Administrative Agent and all proceeds of Collateral receivedby the Agent shall be applied as follows:(A) first, to pay any Agent Expenses (including cost or expense reimbursements) or indemnities then due to the Agent under the LoanDocuments, until paid in full;(B) second, to pay any fees or premiums then due to the Agent under the Loan Documents until paid in full;(C) third, to pay interest due in respect of all Protective Advances, pro rata, until paid in full;(D) fourth, to pay the principal of all Protective Advances, pro rata, until paid in full;(E) fifth, ratably to pay any fees then due to any of the Lenders under the Loan Documents until paid in full;(F) sixth, ratably to pay interest due in respect of the Loans then outstanding until paid in full;(G) seventh, ratably to pay the principal of all Loans then outstanding until paid in full;(H) eighth, ratably to pay all other Obligations; and(I) ninth, to the Administrative Borrower or such other Person entitled thereto under Applicable Law.(iii) In each instance, so long as no Application Event has occurred, Section 2.10(f)(i) shall not apply to any payment made by the Borrowers tothe Administrative Agent and specified by the Administrative Borrower to be for the payment of specific Obligations then due and payable (orprepayable) under any provision of this Agreement. 47(iv) For purposes of Section 2.10(f)(ii), “paid in full” means payment in cash in Dollars of all amounts owing under the Loan Documentsaccording to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after thecommencement of any Insolvency Proceeding), default interest, interest on interest and expense reimbursements, whether or not any of the foregoingwould be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.(v) In the event of a direct conflict between the priority provisions of this Section 2.10(f) and any other provision contained in any other LoanDocument, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert witheach other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.10(f) shallcontrol and govern.(g) Administrative Agent Fee. On the Closing Date the Administrative Borrower shall pay, or cause to be paid, to the Administrative Agent, the fees setforth in the Agent Fee Letter.(h) [Reserved].(i) [Reserved].(j) Commitment Fees. On the Closing Date, Administrative Borrower shall pay or cause to be paid to the Administrative Agent the fees set forth in theLender Fee Letter.Section 2.11 Taxes.(a) Payments. All payments made by the Loan Parties to the Administrative Agent or any other Secured Party (herein any “Payee”) under or in connectionwith any Loan Document shall be made without any setoff or other counterclaim, and shall be free and clear of and without deduction or withholding foror on account of any present or future Taxes now or hereafter imposed by any Governmental Authority or other authority, except to the extent that anysuch deduction or withholding is compelled by law. As used herein, the term “Taxes” means all income, excise and other taxes of whatever nature, aswell as all levies, imposts, remittances, duties, charges, or fees of whatever nature, including any interest, additions to Tax or penalties applicablethereto. If a Withholding Agent is compelled by law to make any deductions or withholdings on account of any Taxes (including any foreignwithholding)::(i) if such deducted or withheld Tax is an Indemnified Tax, the applicable Loan Party shall pay such additional amounts (including, withoutlimitation, any penalties, interest or expenses) as may be necessary in order that the net amount received by the Payee after such deductions orwithholdings (including any required deduction or withholding on such additional amounts) shall equal the amount the Payee would have received hadno such deductions or withholdings been made; and 48(ii) the applicable Withholding Agent shall timely pay to the relevant authorities the full amount required to be so withheld or deducted (includingwith respect to such additional amounts); and(iii) (x) if the applicable Withholding Agent is a Loan Party, such Loan Party shall promptly forward to the Administrative Agent (for promptdelivery to the appropriate Payee) an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to suchauthorities in accordance with Section 2.11(d), and (y) if the applicable Withholding Agent is the Administrative Agent, the Administrative Agent shall,within 30 days after the payment of such withheld or deducted Taxes, promptly forward to the applicable Payee an official receipt or otherdocumentation satisfactory to the Payee evidencing such payment to such authorities.If any Taxes otherwise payable by a Loan Party pursuant to the foregoing are directly asserted against a Payee, such Payee may pay such Taxes andsuch Loan Party promptly shall reimburse such Payee to the full extent otherwise required under this Section 2.11.(b) Other Taxes. In addition, the Loan Parties shall timely pay any present or future stamp, recording, filing or documentary taxes or any other excise orproperty taxes, charges or similar levies that arise from any payment made by a Loan Party hereunder or under any other Loan Documents or from theexecution, delivery or registration of, performing under, the receipt or perfection of a security interest under, or otherwise with respect to, this Agreementor the other Loan Documents (hereinafter referred to as “Other Taxes”).(c) Indemnification by Loan Parties. The Loan Parties shall indemnify each Lender and the Administrative Agent for and hold it harmless against thefull amount of any Indemnified Taxes and Other Taxes (including, without limitation, taxes of any kind imposed or asserted by any jurisdiction onamounts payable under this Section 2.11) imposed on or paid or remitted by such Lender or the Administrative Agent (as the case may be), or requiredto be withheld or deducted from a payment to such Lender or Administrative Agent, and any liability (including penalties, interest and reasonableexpenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender or the AdministrativeAgent (as the case may be) makes written demand therefor with appropriate supporting documentation.(d) Evidence of Payment. Within 30 days after the date of any payment of Taxes by a Loan Party, the appropriate Loan Party shall furnish to theAdministrative Agent, at its address referred to in Section 10.3, the original or a certified copy of a receipt evidencing such payment to the extent such areceipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. In the case of any paymenthereunder or under the Notes or any other documents to be delivered under the Loan Documents by or on behalf of a Loan Party through an account orbranch outside the United States or by or on behalf of a Loan Party by a payor that is not a United States person, if such Loan Party determines that noTaxes are payable in respect thereof, such Loan Party shall furnish, or shall cause such payor to furnish, to the Administrative Agent, at such address,an opinion of counsel reasonably acceptable to the 49Administrative Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e), the terms “United States”and “United States person” shall have the meanings specified in Section 7701 of the IR Code.(e) Exemption from Withholding. Any Lender that is entitled to an exemption from or reduction of withholding Tax under the law of the jurisdiction inwhich the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to theAdministrative Borrower (with a copy to the Administrative Agent), to the extent such Lender is legally entitled to do so, at the time or times prescribedby applicable law, such properly completed and executed documentation prescribed by applicable law as may reasonably be requested by the Borrowerto permit such payments to be made without such withholding Tax or at a reduced rate; provided that no Lender shall have any obligation under thisparagraph (e) with respect to any withholding Tax imposed by any jurisdiction if in the reasonable judgment of such Lender such compliance wouldsubject such Lender to any material unreimbursed cost or expense or would otherwise be prejudicial to such Lender in any material respect.(f) FATCA. If a payment made to a Lender hereunder or under any Loan Documents would be subject to U.S. federal withholding Tax imposed byFATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or1472(b) of the IR Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or timesprescribed by law and at such time or times reasonably requested by the Administrative Borrower or the Administrative Agent such documentationprescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IR Code) and such additional documentation reasonablyrequested by the Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower and the AdministrativeAgent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA orto determine the amount to deduct and withhold from such payment. Solely for the purposes of this subsection (f), “FATCA” shall include anyamendments made to FATCA after the date of this Agreement.(g) Without limitation to any provision of Section 2.11(e), if any form or document referred to in Section 2.11(e) requires the disclosure of information,other than information necessary to compute the Tax payable and information required on the Closing Date by IRS Form W-8BEN or W-8ECI or therelated certificate described above, that the applicable Lender reasonably considers to be confidential, the Lender shall give notice thereof to theAdministrative Borrower and shall not be obligated to include in such form or document such confidential information, except (in the sole discretion ofsuch Lender) directly to a Governmental Authority or other Person subject to a reasonable confidentiality agreement. In addition, upon the written requestof the Administrative Borrower or the Administrative Agent, the applicable Lender or the Administrative Agent shall provide any other certification,identification, information, documentation or other reporting requirement required under Section 2.11(e) if (i) delivery thereof is required by a change inthe law, regulation, administrative practice or any applicable tax treaty as a precondition to exemption from or a reduction in the rate of 50deduction or withholding; (ii) the Administrative Agent or Lender, as the case may be, is legally entitled to make delivery of such item; and (iii) deliveryof such item will not result in material additional costs unless Administrative Borrower shall have agreed in writing to indemnify Lender or theAdministrative Agent for such costs.(h) Additional Amounts Payable. Any Lender claiming any additional amounts payable pursuant to this Section 2.11 agrees to use reasonable efforts(consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its applicable lending office if the making of such achange would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the judgment ofsuch Lender, be otherwise disadvantageous to such Lender.(i) Refund of Taxes. If any Lender (in its sole discretion) or the Administrative Agent (at the direction of the Required Lenders in their sole discretion)determines that it has actually and finally received a refund of any Taxes paid or reimbursed by a Loan Party pursuant to subsection (a) or (c) above inrespect of payments under this Agreement or the other Loan Documents, such Lender or the Administrative Agent, as the case may be, shall pay to theapplicable Loan Party, with reasonable promptness following the date on which it actually receives such refund, an amount equal to such refund, net ofall out-of-pocket expenses in securing such refund; provided, that the Loan Parties, upon the request of the Administrative Agent or such Lender, agreeto repay the amount paid (with interest and penalties) over to any Loan Party to the Administrative Agent or such Lender in the event the AdministrativeAgent or such Lender is required to repay such amount to such Governmental Authority. This Section 2.11(i) shall not be construed to require theAdministrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to theLoan Parties or any other person. Notwithstanding anything to the contrary in this paragraph (i), in no event will a Lender or the Administrative Agent,as the case may be, be required to pay any amount to a Loan Party pursuant to this paragraph (i) if such payment would place the Lender or theAdministrative Agent in a less favorable net after-Tax position than the Lender or the Administrative Agent would have been in if the Tax subject toindemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additionalamounts with respect to such Tax had never been paid.(j) Indemnification of Administrative Agent. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demandtherefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnifiedthe Administrative Agent for such Indemnified Taxes and Other Taxes and without limiting the obligation of the Loan Parties to do so) and (ii) anyExcluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document,and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by therelevant governmental authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall beconclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any 51and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from anyother source against any amount due to the Agent under this Section 2.11(j). For the avoidance of doubt, except as otherwise provided in Section 2.11(a),Section 2.11(b) and Section 2.11(c), nothing in this Section 2.11(j) shall result in any increase in the liability of any Loan Party to any Lender or theAdministrative Agent for Taxes or Other Taxes.Section 2.12 Increased Costs; Capital Adequacy; Funding Exceptions.(a) Increased Costs on LIBOR Rate. If Regulation D of the Board of Governors of the Federal Reserve System or after the date of this Agreement theadoption of any applicable law, rule or regulation, or any change in any existing law, or any change in the interpretation or administration thereof by anygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender withany request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall:(i) subject a Lender to or cause the withdrawal or termination of any exemption previously granted to a Lender with respect to, any tax, duty orother charge with respect to its Loans or its obligation to make Loans, or shall change the basis of taxation of payments to a Lender of the principal of orinterest under this Agreement in respect of its Loans or its obligation to make Loans (except for changes in the rate of tax on the overall net income of aLender imposed by the jurisdictions in which such Lender’s principal executive office is located or in which such Lender is organized), or(ii) impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the FederalReserve System, but excluding any reserve included in the determination of interest rates pursuant to Section 2.4), special deposit or similar requirementagainst assets of, deposits with or for the account of, or credit extended by, a Lender; or(iii) impose on a Lender any other condition affecting its making, maintaining or funding of its Loans or its obligation to make Loans;and the result of any of the foregoing is to increase the cost to an affected Lender of making or maintaining any Loan, or to reduce the amount of any sumreceived or receivable by such Lender under this Agreement or with respect to a Loan, then the affected Lender will notify the Administrative Borrower and theAdministrative Agent of such increased cost and within fifteen (15) days after demand by such Lender (which demand shall be accompanied by a statementsetting forth the basis of such demand) and the Borrowers shall pay to such Lender such additional amount or amounts as will compensate the Lender forsuch increased cost or such reduction. Each Lender will notify the Administrative Borrower of any event of which it has knowledge, occurring after the datehereof, which will entitle such Lender to compensation pursuant to this Section 2.12. The obligations of the Borrowers under this Section 2.12(a) shallsurvive any termination of this Agreement. 52(b) Capital Adequacy. If a Lender determines at any time that such Lender’s Return has been reduced as a result of any Capital Adequacy Rule Change,such Lender may require the Borrowers to pay to such Lender the amount necessary to restore such Lender’s Return to what it would have been hadthere been no Capital Adequacy Rule Change. For purposes of this Section 2.12(b), the following definitions shall apply:(i) “Return”, for any fiscal quarter or shorter period, means the percentage determined by dividing (A) the sum of interest and ongoing fees earnedby a Lender under this Agreement during such period by (B) the average capital such Lender is required to maintain during such period as a result of itsbeing a party to this Agreement, as determined by such Lender based upon its total capital requirements and a reasonable attribution formula that takesaccount of the Capital Adequacy Rules then in effect. Return may be calculated for a Lender for each fiscal quarter and for the shorter period between theend of a fiscal quarter and the date of termination in whole of this Agreement.(ii) “Capital Adequacy Rule” means any law, rule, regulation or guideline regarding capital adequacy that applies to a Lender, or the interpretationthereof by any Governmental Authority. Capital Adequacy Rules include rules requiring financial institutions to maintain total capital in amounts basedupon percentages of outstanding loans, binding loan commitments and letters of credit.(iii) “Capital Adequacy Rule Change” means any change in any Capital Adequacy Rule occurring after the date of this Agreement, but does notinclude any changes in applicable requirements that at the date hereof are scheduled to take place under the existing Capital Adequacy Rules or anyincreases in the capital that a Lender is required to maintain to the extent that the increases are required due to a regulatory authority’s assessment of suchLender’s financial condition.The initial notice sent by a Lender shall be sent after such Lender learns that its Return has been reduced, shall include a demand for payment of the amountnecessary to restore such Lender’s Return through and including the quarter in which the notice is sent, and shall state in reasonable detail the cause for thereduction in such Lender’s Return and such Lender’s calculation of the amount of such reduction. Thereafter, a Lender may send a new notice during eachfiscal quarter setting forth the calculation of the reduced Return for that quarter and including a demand for payment of the amount necessary to restore suchLender’s Return for that quarter. A Lender’s calculation in any such notice shall be conclusive and binding absent demonstrable error.(c) Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest Period:(i) the Administrative Agent determines, or the Required Lenders determine and advise the Administrative Agent (which determination shall bebinding and conclusive on all parties), that deposits in Dollars (in the applicable amounts) are not being offered in the London interbank eurodollarmarket for such Interest Period; or 53(ii) the Administrative Agent otherwise determines, or the Required Lenders determine and advise the Administrative Agent (which determinationshall be binding and conclusive on all parties), that by reason of circumstances affecting the London interbank eurodollar market adequate andreasonable means do not exist for ascertaining the applicable LIBOR Rate; or(iii) the Administrative Agent otherwise determines, or the Required Lenders determine and advise the Administrative Agent (which determinationshall be binding and conclusive on all parties), that the LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect thecost to the Lenders of maintaining or funding a Loan for such Interest Period, or that the making or funding of Loans has become impracticable as aresult of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans;then the Administrative Agent shall promptly notify the affected parties and the Administrative Borrower shall enter into good faith negotiations witheach affected Lender in order to determine an alternate method to determine the LIBOR Rate for such Lender.(d) Illegality. In the event that any change in (including the adoption of any new) Applicable Laws, or any change in the interpretation of ApplicableLaws by any Governmental Authority, including any central bank or comparable agency or any other regulatory body, charged with the interpretation,implementation or administration thereof, or compliance by a Lender with any request or directive (whether or not having the force of law) of any suchGovernmental Authority, including any central bank or comparable agency or other regulatory body, should make it unlawful or, in the good faithjudgment of the affected Lender, shall raise a substantial question as to whether it is unlawful, for such Lender to make, maintain or fund Loans, then(i) the affected Lender shall promptly notify the Administrative Borrower and the Administrative Agent, (ii) the obligation of the affected Lender to makeLoans shall, upon the effectiveness of such event, be suspended for the duration of such unlawfulness, and (iii) the Borrowers shall prepay allapplicable Loans of such Lender, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Loans tosuch day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrowersshall also pay accrued interest on the amount so prepaid.(e) Procedures to Mitigate. If circumstances arise in respect of any Lender which would, or would upon the giving of notice, result in any liability of theBorrowers under Section 2.11 or this Section 2.12 then, without in any way limiting, reducing or otherwise qualifying the Borrowers’ obligations underSection 2.11 or this Section 2.12, such Lender shall promptly, upon becoming aware of the same, notify the Administrative Agent and theAdministrative Borrower thereof and shall, in consultation with the Administrative Agent and the Administrative Borrower and to the extent that it cando so without, in its reasonable judgment, disadvantaging itself, take such reasonable steps, at the sole expense of the Borrowers, as may be available toit to mitigate the effects of such circumstances (including, without limitation, the designation of an alternate office in 54accordance with Section 2.11(h) or the transfer of its Loans to another office). If and so long as a Lender has been unable to take, or has not taken, stepsreasonably acceptable to the Administrative Borrower and the Administrative Agent to mitigate the effect of the circumstances in question, such Lendershall be obliged, at the request of the Administrative Borrower or the Administrative Agent, to assign all its rights and obligations hereunder to anotherPerson designated by the Administrative Agent, or the Administrative Borrower with the approval of the Administrative Agent (which shall not beunreasonably withheld or delayed), and willing to enter this Agreement in place of such Lender; provided that such Person satisfies all of therequirements of this Agreement, including, but not limited to, providing the forms and documents required by Section 8.12 and any such Person shallcover all costs incurred in connection with effecting such replacement.Section 2.13 Funding Losses. Each Borrower hereby agrees that upon demand by any Lender (which demand shall be accompanied by a statementsetting forth the basis for the calculations of the amount being claimed) such Borrower will indemnify such Lender against any loss or expense which suchLender may have sustained or incurred (including, without limitation, any net loss or expense incurred by reason of the liquidation or reemployment ofdeposits or other funds acquired by such Lender to fund or maintain Loans) or which such Lender may be deemed to have sustained or incurred, asreasonably determined by such Lender, (i) as a consequence of any failure by the Borrowers to make any payment when due of any amount due hereunder inconnection with any Loans, or (ii) due to any failure of the Borrowers to borrow on a date specified therefor in a Notice of Borrowing. For this purpose, allnotices under Section 2.2 shall be deemed to be irrevocable.Section 2.14 Right of Lenders to Fund through Other Offices. Each Lender, if it so elects, may fulfill its agreements hereunder with respect to any Loanby causing a foreign branch or Affiliate of such Lender to make such Loan; provided, that in such event the obligation of the Borrowers to repay such Loanshall nevertheless be to such Lender and such Loan shall be deemed held by such Lender for the account of such branch or Affiliate.Section 2.15 Discretion of Lenders as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, each Lender shall beentitled to fund and maintain all or any part of its Loans in any manner it deems fit, it being understood, however, that for the purposes of this Agreement(specifically including, without limitation, Section 2.13 hereof) all determinations hereunder shall be made as if each Lender had actually funded andmaintained each Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period andbearing an interest rate equal to the appropriate LIBOR Rate for such Interest Period.Section 2.16 Conclusiveness of Statements; Survival of Provisions. Determinations and statements of a Lender pursuant to Section 2.11, 2.12, or 2.13shall be conclusive absent demonstrable error. Each Lender may use reasonable averaging and attribution methods in determining compensation pursuant tosuch Sections 2.11, 2.12, or 2.13 and the provisions of Sections 2.11, 2.12, and 2.13 and the obligations of the Borrowers thereunder shall survivetermination of this Agreement. 55Section 2.17 Protective Advances.(a) The Administrative Agent hereby is authorized by each Borrower and the Lenders (but is not obligated to), from time to time at the direction of theRequired Lenders, (i) after the occurrence of a Default or an Event of Default, or (ii) at any time that any of the other applicable conditions precedent setforth in Article III are not satisfied, to make advances to the Borrowers on behalf of the Lenders that the Required Lenders, in their Permitted Discretion,deem necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of theObligations, or (C) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including Agent Expenses (any of theadvances described in this Section 2.17(a) shall be referred to as “Protective Advances”), which Protective Advances shall bear interest at all times at thesame rate as would be applicable during the continuation of an Event of Default to the Loans, whether or not an Event of Default then exists.(b) All payments on the Protective Advances shall be payable to the Administrative Agent for the ratable benefit of the Lenders. The principal of andaccrued unpaid interest on the Protective Advances shall be payable on demand from time to time, and shall be secured by the Agent’s Liens, andconstitute Obligations hereunder. The provisions of this Section 2.17 are for the exclusive benefit of the Administrative Agent and the Lenders, and arenot intended to benefit the Obligors in any way, and in no event shall a Borrower or any other Obligor be deemed a beneficiary of this Section norauthorized to enforce any of its terms.Section 2.18 Maximum Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid underthe Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “maximum rate”). If any Secured Partyshall receive interest hereunder in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if itexceeds such unpaid principal, refunded to the Administrative Borrower. In determining whether the interest contracted for, charged or received by a SecuredParty exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense,fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal orunequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.Section 2.19 Defaulting Lenders. The failure of any Lender to fund a Loan or to otherwise perform its obligations hereunder (any Lender who fails tofund a Loan or to otherwise perform its obligations hereunder, a “Defaulting Lender”) shall not relieve any other Lender of its obligations, and no Lender shallbe responsible for default by another Lender. The Lenders and the Administrative Agent agree (which agreement is solely among them, and not for the benefit ofor enforceable by any Borrower or other Group Member) that, solely for purposes of determining a Defaulting Lender’s right to vote on matters relating to theLoan Documents and to share in payments, fees and Collateral proceeds thereunder, a Defaulting Lender shall not be deemed to be a “Lender” until all itsdefaulted obligations have been cured. 56ARTICLE IIICONDITIONS OF LENDINGSection 3.1 Conditions Precedent to the Closing Date. The obligation of each Lender to make Loans on the Closing Date hereunder is subject to thesatisfaction or due waiver of each of the following conditions precedent, on or before February 27, 2013, in each case in form and substance satisfactory to theAdministrative Agent (at the direction of the Required Lenders):(a) Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each (in the case of clauses(i) through (iii), and (v) through (ix)) dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonablysatisfactory to the Administrative Agent, the Lenders and their counsel:(i) This Agreement, the Notes (if requested by any Lender) and each of the other Loan Documents (other than the Collateral Access Agreements, theControl Agreements and any Mortgages), including, without limitation, the Security Agreement, the Intellectual Property Security Agreements, theIntercompany Subordination and Payment Agreement, in each case fully executed and delivered by all parties thereto;(ii) Copies of all ABL DIP Credit Documents, including copies of all executed counterparts thereof where applicable;(iii) A certificate or certificates of the Secretary or an Assistant Secretary of each Obligor, attesting to and attaching (i) a complete and correct copyof the corporate resolution of such Person authorizing the execution, delivery and performance of each Loan Document to which such Person is a party,certified as of the Closing Date as being in full force and effect without modification, amendment or revocation, (ii) the names, titles and signatures ofthe officers of such Person authorized to execute and deliver Loan Documents, (iii) a complete and correct copy of each Constituent Document of suchPerson (as in effect on the Closing Date) that is on file with any Governmental Authority in the jurisdiction, of organization of such Person, certified asof a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Person in suchjurisdiction and (iv) a complete and correct copy of each other Constituent Document of such Person (as in effect on the Closing Date);(iv) [Reserved];(v) A certificate of a Responsible Officer to the effect that each condition set forth in this Section 3.1 and Section 3.2 has been satisfied;(vi) The executed and favorable legal opinions of independent counsel for the Obligors addressing such matters as the Administrative Agent or theLenders may reasonably request;(vii) Evidence of general liability insurance, property, casualty and business interruption insurance, product liability insurance, directors’ andofficers’ liability insurance, fiduciary liability insurance, and employment practices liability insurance, as well as insurance against larceny,embezzlement, and criminal misappropriation, in each case with respect to the insurance coverage required by Section 5.6; and 57(viii) Copies of each of the Material Contracts, in form and substance satisfactory to the Lenders;(b) The absence (i) since December 29, 2012, of any event or circumstance, including any event or circumstance generally affecting the industry orindustries in which the Obligors operate, that could reasonably be expected to have a Material Adverse Effect, other than matters described in theAdministrative Borrower’s annual report on form 10K for the period ended April 30, 2012, or quarterly reports on form 10Q for the periods endingJuly 28, 2012 and October 27, 2012, which have been previously delivered to the Administrative Agent, and (ii) of any material pending or threatenedaction, suit, investigation, litigation, proceeding, bankruptcy or insolvency, injunction, order or claims in any court or before any arbitrator orgovernmental instrumentality with respect to any Group Member, except as specified on Schedule 4.6, that (i) could reasonably be expected to result in aMaterial Adverse Effect, or except as disclosed, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or(ii) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions upon this Agreement, the Collateral or thetransactions contemplated thereby.(c) The absence, as of the Closing Date and after giving effect to all of the transactions contemplated hereby, including, without limitation, the paymentof all Closing Date fees and expenses, of any Default or Event of Default under this Agreement or any default or violation (howsoever defined) under anyother Material Contract of any Group Member (except for the filing, commencement and continuation of the Chapter 11 Cases and the events thatcustomarily result from the filing, commencement and continuation of the Chapter 11 Cases (including any litigation resulting therefrom)).(d) The Lenders shall be satisfied that, subject only to the funding of any Loans hereunder, (i) the proceeds of the Loans are being applied in accordancewith the provisions of Section 2.8, and (ii) all Related Transactions shall have been consummated or shall be consummated simultaneously with theclosing of the transactions contemplated hereunder.(e) The Lenders shall be satisfied with the corporate structure, ultimate ownership and management of the Obligors (it being agreed that the currentcorporate structure and ultimate ownership as disclosed to the Bankruptcy Court in the Chapter 11 Cases on the Petition Date, is acceptable) and themanagement of the Obligors (it being agreed that the current management of the Obligors as disclosed to the Bankruptcy Court in the Chapter 11 Caseson the Petition Date, is acceptable).(f) Appropriate UCC financing statements, Intellectual Property records and other filings shall have been duly filed (or, in the case of IntellectualProperty records, shall have been prepared for filing in form and substance satisfactory to the Lenders and executed and delivered to the AdministrativeAgent) in such office or offices as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the 58Collateral Agent’s first priority Liens in and to the Term Loan Priority Collateral and second priority Liens in and to the ABL DIP Credit PriorityCollateral, and the Administrative Agent shall have received searches reflecting the filing of all such financing statements, records and filings (except forsuch Intellectual Property records as have been prepared and delivered to the Administrative Agent but not filed) and the absence of any Liens other thanPermitted Liens and Liens for which the Administrative Agent has received releases, terminations, and such other documents as the Lenders may, intheir sole discretion, request to evidence and effectuate the termination and release of such Liens and the termination of the financing arrangements thatany Borrower or any other Obligor may currently have in place giving rise to such Liens. The Collateral Agent, for the benefit of itself and the SecuredParties, shall hold perfected and first priority Liens in and to the Term Loan Priority Collateral and perfected second priority Liens in and to the ABLDIP Credit Priority Collateral, including (i) all personal property other than titled vehicles with an aggregate fair market value not to exceed $200,000,and (ii) all fee owned Real Property owned by the Obligors, and the Administrative Agent shall have received such evidence of the foregoing as itrequires.(g) Payment by the Borrowers, on or prior to the Closing Date, of all fees and expenses owing and payable to the Agent, the Lenders and their respectiveAffiliates as of the Closing Date and, without duplication, all fees, expenses and other amounts payable set forth herein and costs and expenses incurredby the Agent, the Lenders, the Borrowers and/or their respective Affiliates in connection with the transactions contemplated hereby.(h) Payment in cash by the Borrowers, to the extent invoiced to the Borrowers, of all fees, costs, disbursements and expenses of (i) the AdministrativeAgent (including fees, costs, disbursements and expenses of its counsel, Stroock, and their local counsel) and (ii) the Lenders (including fees, costs,disbursements and expenses of (a) their outside counsel, Stroock, and their local counsel, (b) a financial advisor to the Lenders, if any, and (c) anyother professional advisors retained by the Lenders or their counsel).(i) Each Obligor shall have received all consents and authorizations required pursuant to any Material Contract with any other Person and shall haveobtained all Permits of, and effected all notices to and filings with, any Governmental Authority, in each case, without the imposition of any conditionsthat are not acceptable to the Administrative Agent and the Required Lenders, and as may be necessary (i) in connection with continued operation of thebusiness conducted by each Obligor in substantially the same manner as conducted prior to the Closing Date, or (ii) in connection with theconsummation of the transactions contemplated in any Loan Document or ABL DIP Credit Document (including the Related Transactions). Each suchconsent, authorization and Permit shall be in full force and effect. All applicable waiting periods shall have expired without any action being taken orthreatened by any competent authority or other applicable Person that would restrain, prevent or otherwise impose adverse conditions on the transactionscontemplated by the Loan Documents or the ABL DIP Credit Documents or the Related Transactions. No action, request for stay, petition for review orrehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Governmental Authority orother Person to take action to set aside its consent on its own motion shall have expired. 59(j) The materials furnished to the Administrative Agent by the Obligors prior to and on the Closing Date, taken as a whole, shall have contained nomisstatement of material fact and shall have omitted no material fact required to be stated in order to make the statements therein contained notmisleading in light of the circumstances under which made. The Administrative Agent shall be reasonably satisfied that any financial statements andother financial information delivered to it by the Obligors fairly present the business and financial condition of the Obligors.(k) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable“know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act.(l) An Acceptable Cash Management System shall have been entered into, and the Cash Management Accounts shall have been established, and alldocumentation relating to the foregoing shall have been executed and delivered to the Administrative Agent by all parties thereto.(m) The Borrowers and the Lenders shall have agreed upon an Approved Budget, and the Administrative Agent and the Lenders shall have received allitems constituting the Approved Budget.(n) The Borrowers shall have confirmed that the Prepetition Indebtedness (other than Intercompany Debt listed on Schedule 6.2 hereto) is not greater than$200,000,000 and that the aggregate outstanding principal amount under the Prepetition Term Loan Agreement is $67,000,000.(o) The Prepetition ABL Credit Lenders will have entered into ABL DIP Credit Documents acceptable to the Administrative Agent to provide theBorrowers with DIP financing that when combined with the obligations in respect of the Prepetition ABL Credit Documents will not exceed$175,000,000.(p) [Reserved.](q) All motions and other documents to be filed with and submitted to the Bankruptcy Court related to this Agreement and the approval thereof shall bein form and substance satisfactory to the Lenders.(r) There shall not exist any law, regulation, ruling, judgment, order, injunction or other restraint that, in the judgment of the Administrative Agent at thedirection of the Required Lenders, prohibits, restricts or imposes a materially adverse condition on the Borrowers or the Guarantors, this Agreement orthe exercise by the Administrative Agent at the direction of the Lenders of its rights as a secured party with respect to the Collateral. 60(s) The Bankruptcy Court shall have entered an Interim Order not later than on the first Business Day after the date on which the motion to approve theInterim Order is heard, in form and substance satisfactory to the Administrative Agent and the Required Lenders, which Interim Order shall include,without limitation, copies of this Agreement and the Approved Budget as exhibits thereto, entered on notice to such parties as may be satisfactory to theAdministrative Agent and the Lenders, (i) authorizing and approving this Agreement and the Transactions contemplated hereby, including, withoutlimitation, the granting of the superpriority status, security interests and priming liens, and the payment of all fees, referred to herein; (ii) lifting ormodifying the automatic stay to permit the Obligors to perform their obligations and the Lenders to exercise their rights and remedies with respect to theFacility; (iii) authorizing the use of cash collateral and providing for adequate protection to the extent agreed by the Lenders; and (iv) reflecting such otherterms and conditions that are satisfactory to the Administrative Agent and the Lenders in their sole discretion; which Interim Order shall be in full forceand effect, shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified without the priorwritten consent of the Administrative Agent and the Required Lenders.(t) The Escrow Account shall be established under the Escrow Agreement.(u) The Term Loan Priority Collateral Deposit Account shall have been established.(v) Such other items as the Administrative Agent or the Required Lenders shall reasonably require.Section 3.2 Additional Conditions Precedent to Each Loan. The obligation of each Lender to make a Loan on or after the Closing Date shall be subject tothe satisfaction of each of the following further conditions precedent as of such date:(a) the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (without duplication of anymateriality qualifier contained herein) as though made on and as of such date (and each Borrower shall be deemed to have so made each suchrepresentation and warranty on and as of such date).(b) no event shall have occurred, or would result from the making of the Loans or the ABL DIP Credit Loans or consummation of the transactionscontemplated by the Loan Documents and the ABL DIP Credit Documents or the Related Transactions that, with the giving of notice or lapse of time orboth, if required, constitutes, or would give rise to, a Default or an Event of Default.(c) With respect to the making of a Loan (except with respect to the Initial Borrowing on the Closing Date), the Administrative Agent shall have timelyreceived a Notice of Borrowing in compliance with the terms hereof.(d) no injunction, writ, judgment, decree, restraining order, or other order of any nature shall have been issued and remain in force by anyGovernmental Authority or arbitrator against any Obligor, the Agent, any Lender or the ABL DIP Agent or any ABL DIP Credit Lender or letter of creditissuing bank prohibiting or restraining, directly or indirectly, and no other legal bar shall exist directly or indirectly to, the making of such Loans or theABL DIP Credit Loans or the consummation of the Related Transactions. 61(e) The making of such Loan shall not violate any requirement of Applicable Law and shall not be enjoined, temporarily, preliminarily or permanently.(f) No Material Adverse Effect shall have occurred, other than the filing, commencement and continuation of the Chapter 11 Cases, and the events thatcustomarily result from the filing, commencement and continuation of the Chapter 11 Cases (including any litigation resulting therefrom).Section 3.3 Additional Conditions Precedent to Each Loan Made on an Extended Funding Date. In addition to the conditions precedent set forth inSection 3.2, the obligations of each Lender to make a Loan on an Extended Funding Date shall be subject to the satisfaction of each of the following furtherconditions precedent as of such date:(a) The aggregate amount of receipts collected by the Obligors during the period from the Closing Date through such Extended Funding Date (an“Extended Funding Test Period”) shall have been less than 100% of the aggregate amount of receipts budgeted in the “Collections” line in the ApprovedBudget for the weeks comprising such Extended Funding Test Period;(b) The aggregate amount of disbursements in the nature of those included in the line items “Debtor Professional Fees”, “Professional Fees for UnsecuredCreditors” and “Restructuring/Other Professional Fees” in the Approved Budget made by the Obligors during such Extended Funding Test Period shallhave been greater than 90% and less than 125% of the aggregate amount of disbursements budgeted in such line items in the Approved Budget for theweeks comprising such Extended Funding Test Period; and(c) As of such Extended Funding Date, the aggregate value of inventory of the Obligors (calculated in accordance with GAAP and in a manner consistentwith past practices) subject to credit terms of at least thirty (30) days from non-critical vendors is less than $7,500,000;provided, however, that, notwithstanding the failure of the Borrowers to satisfy the conditions precedent contained in Section 3.3(a) through Section 3.3(c)hereof on such Extended Funding Date, each Lender shall make a Loan on such Extended Funding Date in accordance with Section 2.1 if the followingconditions precedent shall have been satisfied on such date: the Proceeds of such Loan shall be necessary for the Borrowers to obtain and consummate thetransactions contemplated by a final order of the Bankruptcy Court (which order shall be satisfactory in form and substance to the Required Lenders, in theirsole discretion) that, in such case either (x) confirms a plan or plans of reorganization in connection with the Chapter 11 Cases or (y) approves a sale of all orsubstantially all of the Borrowers’ assets through either a sale under section 363(k) of the Bankruptcy Code, section 363(b) of the Bankruptcy Code or undera plan of reorganization in the Chapter 11 Cases, and such final order does not, or could not reasonably by expected to, cause a Default or Event of Default. 62ARTICLE IVREPRESENTATIONS AND WARRANTIESTo induce the Agent and the Lenders to enter into this Agreement and to make Loans, each Group Member represents and warrants to the Agent and theLenders that:Section 4.1 Existence and Power; Good Standing; Compliance with Law. Each Group Member is duly organized, validly existing and in good standingunder the laws of its jurisdiction of organization, and, except as set forth on Schedule 4.1, is duly licensed or qualified to transact business in all jurisdictionswhere its assets are located, where the character of the property owned or leased or the nature of the business transacted by it makes such licensing orqualification necessary and wherever otherwise necessary to carry out its business and operations. Upon entry of the DIP Order, each Group Member has allrequisite power and authority, and the legal right, to conduct its business as currently and proposed to be conducted, to own, operate and pledge its propertiesand to execute and deliver, and to perform all of its obligations under, each of the Loan Documents and ABL DIP Credit Documents to which it is a party andto consummate the Related Transactions. Each Group Member is in compliance with all applicable Requirements of Law (including Requirements of Lawrelating to remittances, withholdings, source deductions and wages (including vacation pay and pension contributions)) and has all necessary Permits from orby, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction over it or its properties, to theextent required for such ownership, operation, pledge or conduct of business. Schedule 4.1 hereto contains, as of the date hereof, (i) a complete and accuratelist, for each jurisdiction in which any Group Member operates, of the Permits held by each Group Member with respect to such jurisdiction and (ii) acomplete and accurate list of all Permits issued by a Governmental Authority and held by a Group Member with respect to such Group Member’s operations inany state or other jurisdiction generally.Section 4.2 Authorization for Borrowings; No Conflict as to Law or Agreements. Subject to entry of the DIP Order, the execution and delivery by eachObligor of, and performance by such Obligor of its obligations under, each of the Loan Documents and ABL DIP Credit Documents to which it is a party,and the Loans made hereunder, and the consummation of the Related Transactions, are within such Obligor’s corporate, limited liability company or similarentity powers, have been duly authorized by all necessary corporate, limited liability or similar entity action in respect of such Obligor and do not and will not(i) require any authorization, consent or approval by, or registration, declaration or filing (other than filing of financing statements and mortgages ascontemplated hereunder) with, or notice to, any Governmental Authority, any holders of Equity Interests in such Obligor, or any other Person, except suchauthorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof, (ii) violate anyRequirement of Law with respect to such Obligor or any of its Subsidiaries, (iii) conflict with or contravene such Obligor’s Constituent Documents,(iv) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any indenture or loan or creditagreement or any other material agreement, lease or instrument to which such Obligor or any of its Subsidiaries is a party or by which it or its properties maybe bound or affected (including the Loan Documents and the ABL DIP Credit Documents), or (v) result in, or require, the creation or imposition of any Lienupon or with respect to any of the properties now owned or hereafter acquired by such Obligor or any of its Subsidiaries (other than as required under the LoanDocuments in favor of the Collateral Agent and the Secured Parties, and as required under the ABL DIP Credit Documents). 63Section 4.3 Legal Agreements. Subject to entry of the DIP Order, each of the Loan Documents and ABL DIP Credit Documents to which any Obligor is aparty constitutes the legal, valid and binding obligation and agreement of such Obligor, enforceable against such Obligor in accordance with its terms.Section 4.4 Group Members; Subsidiaries; Equity Interests. Set forth on Part A of Schedule 4.4 hereto is a complete and correct list of all the GroupMembers and all Subsidiaries and joint ventures of any of them, reflecting, for each such Person as of the date of this Agreement, its legal name, jurisdictionof organization, the number of shares or units of each class of Equity Interests authorized (if applicable), the number of shares or units of each class of EquityInterests outstanding on the Closing Date and the number and percentage of the outstanding shares or units of each such class of Equity Interests owned(directly or indirectly) by each Borrower and each Guarantor. All outstanding Equity Interests in each such Person have been validly issued, are fully paid andnon-assessable (to the extent applicable) and, except in the case of Equity Interests issued by the Administrative Borrower, are owned beneficially and of recordby an Obligor free and clear of all Liens other than the security interests created by the Loan Documents and the ABL DIP Credit Documents, any non-consensual Liens arising as a matter of law and permitted under Section 6.1 and, in the case of joint ventures, Permitted Liens. Except as provided in Part Bof Schedule 4.4, as of the Closing Date, there are no preemptive or other outstanding subscription or other rights, options, warrants, convertible interests,conversion rights, agreements to issue or sell or vote, phantom rights or powers of attorney other or similar agreements or understandings for the purchase oracquisition from any Group Member, or the voting, of any Equity Interests in any such Person or otherwise relating to the Equity Interests in any GroupMember. Except as disclosed in Part C of Schedule 4.4, in the five years preceding the Closing Date, no Obligor and no Subsidiary has acquired anysubstantial assets from any other Person nor been the surviving entity in a merger or combination.Section 4.5 Financial Condition; No Adverse Change; No Restricted Payments. The Administrative Borrower has furnished to the Administrative Agentvarious documents, files, materials, correspondence and other information regarding the business of Borrower and its Subsidiaries, including, withoutlimitation, the audited financial statements for the fiscal year ended April 28, 2012, the unaudited consolidating financial statements for the fiscal year endedApril 28, 2012, the unaudited consolidated and consolidating financial statements for each fiscal month and fiscal quarter ended after April 28, 2012 throughthe Closing Date, and financial projections through April 1, 2016 (the “Projections”). All such documents, files, materials, correspondence and information(other than the Projections) are complete and correct as to the subject matter thereof (taken as a whole) in all respects as of the date made available to theAdministrative Agent, do not contain any misstatement of material fact or omit to state a material fact necessary to make the statements contained therein notmaterially misleading, fairly present in all material respects the financial condition of the Administrative Borrower and its Subsidiaries on the dates thereofand the results of operations for the periods then ended (subject to year-end audit adjustments) and were prepared in accordance with GAAP. The Projectionshave been prepared in good faith based upon reasonable estimates and assumptions stated 64therein, which the Administrative Borrower has determined to be reasonable and fair in light of the then current conditions and facts. Since December 29,2012, other than the filing, commencement and continuation of the Chapter 11 Cases, and the events that customarily result from the filing, commencementand continuation of the Chapter 11 Cases (including any litigation resulting therefrom), there has not occurred any event, development or circumstance orother change in fact, that could, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Since the Petition Date, noGroup Member has directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted Payment or agreed to do soexcept as set forth on Schedule 4.5 or as permitted by Section 6.4.Section 4.6 Litigation. Other than the filing, commencement and continuation of the Chapter 11 Cases and any litigation resulting therefrom, there are noactions, investigations, suits, audits, claims, demands, orders, disputes or proceedings pending or, to the knowledge of any Group Member, threatenedagainst or affecting any Group Member or the properties of any of them before any Governmental Authority, that in each case (i) seek injunctive or similarrelief or a monetary recovery against any Group Member in excess of $50,000 or (ii) if adversely determined, could reasonably be expected to have a MaterialAdverse Effect; in each case, except as set forth and described in Schedule 4.6.Section 4.7 Margin Regulations. No Group Member has engaged in, or will engage in, the business of extending credit for the purpose of purchasing orcarrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loanor other extensions of credit hereunder will be used to purchase or carry any margin stock, or to extend credit to others for the purpose of purchasing orcarrying any margin stock, in a manner that would result in a violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System.Section 4.8 Taxes. Each Group Member has paid or caused to be paid to the proper Governmental Authorities all federal or national, state or provincial,and local taxes, domestic or foreign, required to be paid by it. Each Group Member has duly filed with the appropriate Governmental Authority all federal ornational, state or provincial, local income, franchise and other tax returns, reports and statements (the “Tax Returns”), domestic or foreign, required to be filedby it, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein or otherwise due andpayable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith byappropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Group Member in accordancewith GAAP all of which are described in Schedule 4.8.Section 4.9 Titles and Liens; Letters of Credit. Each of the Group Members has good and absolute title to all properties and assets reflected as beingowned by such Person in the latest consolidating balance sheets referred to in Section 4.5 (including good record and marketable fee simple title to all OwnedReal Property and valid leasehold interests in all Leased Real Property), and each Group Member has good and absolute title to all properties pledged by it, or aLien on which is granted by it, pursuant to any Loan Document, in each case free and clear of all Liens, except for Permitted Liens. In addition, no financingstatement or other Lien notice or recordation naming any Group Member as debtor is on file in any office except to 65perfect only Permitted Liens and precautionary filings for leases and consignments. The Collateral Agent has a valid, perfected, first-priority (subject only toPermitted Senior Liens) and enforceable security interest in and Lien on the Collateral. As of the date hereof, no Obligor is the account party under any letter ofcredit other than (x) as listed and described on Schedule 4.9 or (y) as may be issued pursuant to and under the ABL DIP Credit Agreement.Section 4.10 Employee Benefits Plans. Schedule 4.10 identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or couldreasonably be expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, underApplicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. As of the most recent date of releaseof the financial statements for each Controlled Group member, the liability of such Controlled Group member with respect to each ERISA Plan has been fullyfunded based upon reasonable and proper actuarial assumptions or has been fully insured. No changes have occurred that would cause a material increase inthe cost of providing benefits under any ERISA Plan. Each ERISA Plan is in compliance with all Applicable Laws. With respect to each ERISA Plan that isintended to be qualified under Section 401(a) of the IR Code: (a) such ERISA Plan and any associated trust operationally comply in all respects with theapplicable requirements of Section 401(a) of the IR Code; (b) such ERISA Plan and any associated trust have been amended to comply with all suchrequirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period”available under Section 401(b) of the IR Code (as extended under Treasury regulations and other Treasury pronouncements upon which taxpayers may rely);(c) such ERISA Plan and any associated trust have received a favorable determination or opinion letter from the IRS stating that such ERISA Plan qualifiesunder Section 401(a) of the IR Code, that the associated trust qualifies under Section 501(a) of the IR Code and, if applicable, that any cash or deferredarrangement under the ERISA Plan qualifies under Section 401(k) of the IR Code, unless such ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) such ERISA Plan currently satisfies the requirements of Section 410(b) of the IR Code,without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; (e) no contribution made to suchERISA Plan is subject to an excise tax under Section 4972 of the IR Code and (f) to the knowledge of the Group Company, nothing has occurred or isreasonably expected to occur that could result in the loss of the qualified status of such ERISA Plan. With respect to any Pension Plan, there are no unfundedbenefit liabilities as defined in Section 4001(a)(18) of ERISA and the “accumulated benefit obligation” with respect to such Pension Plan (as determined inaccordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Planassets.Section 4.11 Default; Affiliate Transactions; Material Contracts. Each Group Member is in compliance with all provisions of all material agreements,instruments, decrees and orders (including the Loan Documents and the ABL DIP Credit Documents) to which it is a party or by which it or its property isbound or affected. Each representation, warranty and certification made by each Group Member under the ABL DIP Credit Documents was true and correctwhen made or deemed made. Except as set forth on Part A of Schedule 4.11, no Obligor has (i) any written agreements or binding arrangements of any kindwith any Affiliate of any Obligor (except for another Obligor) or (ii) any management or consulting agreements of any kind. Part 66B of Schedule 4.11 contains a true, correct and complete list of all the Material Contracts (other than the Loan Documents and the ABL DIP CreditDocuments) in effect as of the date hereof, and except as set forth on Part C of Schedule 4.11, all Material Contracts (including the Loan Documents and theABL DIP Credit Documents) are in full force and effect and no defaults exist thereunder.Section 4.12 Environmental Compliance. Each Group Member has obtained all Permits that are required under Environmental Laws at the facilities ofsuch Group Member or any of its Subsidiaries or in connection with the operation of such facilities.Except as disclosed in Schedule 4.12, each Group Member complies, and all activities of each Group Member at its respective facilities comply, and hasor have complied for the past five years, with all Environmental Laws and with all terms and conditions of any required Permits applicable to such GroupMember with respect thereto.Except as disclosed in Schedule 4.12, each Group Member is in compliance with all limitations, restrictions, conditions, standards, prohibitions,requirements, obligations, schedules and timetables contained in Environmental Laws or contained in any plan, order, decree, judgment or notice of whichsuch Group Member is aware.Except as disclosed in Schedule 4.12:(i) no Group Member is aware of, nor has any Group Member received notice of, any events, conditions, circumstances, activities, practices,incidents, actions or plans which may interfere with or prevent continued compliance with, or which may give rise to any Liability under, anyEnvironmental Laws, and each Group Member has maintained an environmental management system for its and each of its Subsidiaries’ operationsthat demonstrates a commitment to environmental compliance and includes procedures for (a) preparing and updating written compliance manualscovering pertinent regulatory areas, (b) tracking changes in applicable Environmental Laws and modifying operations to comply with new requirementsthereunder, (c) training employees to comply with applicable environmental requirements and updating such training as necessary, (d) performingregular internal compliance audits of each of its facility and ensuring correction of any incidents of non-compliance detected by means of such audits,and (e) reviewing the compliance status of off-site waste disposal facilities,(ii) no Group Member is party to, and no Group Member is subject to or, with respect to any Real Property currently (or to the knowledge of anyGroup Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member, the subject of, any pending orthreatened order, action, suit, proceeding, claim, written demand, dispute or notice of violation or of potential Liability or similar notice under orpursuant to any Environmental Law,(iii) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of anyGroup Member and, to the knowledge of each Group Member, no facts, circumstances or conditions exist that could reasonably be expected to result inany such Lien attaching to any such property, 67(iv) no Group Member has caused or permitted to occur a Release of Hazardous Substances at, to or from any Real Property currently (or to theknowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member and each suchReal Property is free of contamination by any Hazardous Substances except for such Release or contamination that could not reasonably be expected toresult in Environmental Liabilities of any Group Member,(v) to the best of its knowledge, no Group Member nor any of its Subsidiaries has any registered or unregistered underground storage tanks in, onor under any Real Property currently (or to the knowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupiedby or for any Group Member that are subject to any Environmental Laws, including underground storage tank laws or regulations, except those that arein compliance with all Environmental Laws and with permits issued pursuant thereto (if any such permits are required),(vi) no Group Member nor any of its Subsidiaries owns a storage tank facility, and(vii) no Group Member (x) is or has been engaged in, or has permitted any current or former tenant to engage in, operations, or (y) knows of anyfacts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under CERCLA or similarEnvironmental Laws, that, in all cases in clause (x) or (y) above in the aggregate, could have a reasonable likelihood of resulting in materialEnvironmental Liabilities.Section 4.13 [Reserved].Section 4.14 Real Estate.(a) As of the date hereof, Part A of Schedule 4.14(a) hereto contains a true, accurate and complete list of all Owned Real Property and all Leased RealProperty, which schedule sets forth for each such Real Property the facility designation, the current street address (including, the county (or otherrelevant jurisdiction) and state), whether such Real Property is Owned Real Property or Leased Real Property, the record owner thereof (in the case ofOwned Real Property) and, if applicable, the name of each landlord and tenant thereof. As of the date hereof, Part B of Schedule 4.14(a) hereto contains atrue, accurate and complete list of all Leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affectingOwned Real Property or Leased Real Property in respect of which an Obligor is the landlord or sublessor.(b) Except as specified on Part A of Schedule 4.14(b) hereto, each Lease affecting Owned Real Property or Leased Real Property in respect of which anObligor is the tenant or subtenant is in full force and effect and no Obligor has knowledge of any default that has occurred and is continuing thereunder,and each such Lease constitutes the legally valid and binding obligation of the applicable Obligor, enforceable against such Obligor in accordance withits terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’rights generally or by equitable principles. 68(i) Except as specified on Part B of Schedule 4.14(b) hereto, each Lease affecting Owned Real Property or Leased Real Property in respect of whichan Obligor is the landlord or sublessor is in full force and effect and no Obligor has knowledge of any default that has occurred and is continuingthereunder, and each such Lease constitutes the legally valid and binding obligation of the applicable Obligor, enforceable against such Obligor inaccordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to orlimiting creditors’ rights generally or by equitable principles.(c) As of the date hereof, Schedule 4.14(c) hereto contains a true, accurate and complete list of each location at which Inventory or equipment is located,specifying the character thereof in each case.Section 4.15 Deposit Accounts and Securities Accounts. Schedule 4.15 hereto is a complete and correct list of all of the Obligors’ deposit accounts andsecurities accounts as of the date of this Agreement, including, for each deposit account and securities account, (i) the name and contact details for theinstitution at which such account is maintained, (ii) the account name and number, and account type, and (iii) the purpose and use of such account.Section 4.16 Labor Relations. No Group Member is aware that it is, or has within the last five years, engaged in any unfair labor practice. Except as setforth on Schedule 4.16A hereto, there is no unfair labor practice complaint or complaint of employment discrimination, or grievance or arbitration arising outof or under any collective bargaining agreement, pending against any Group Member, or, to the knowledge of the Group Members, threatened against anyGroup Member, before any Governmental Authority. There are no strikes, labor disputes, work stoppages, slowdowns or lockouts existing, pending (or, to theknowledge of any Group Member, threatened) against or involving any Group Member. As of the Closing Date, (a) there is no collective bargaining or similaragreement with any union, labor organization, works council or similar representative covering any employee of any Group Member, (b) except as set forth onSchedule 4.16B hereto, no petition for certification or election of any such representative is existing or pending with respect to any employee of any GroupMember, and (c) no such representative has sought certification or recognition with respect to any employee of any Group Member. The AdministrativeBorrower covenants and agrees that it shall advise the Administrative Agent in writing of its becoming aware of the occurrence of any of the foregoing events orcircumstances arising subsequent to the Closing Date, promptly, and in any event within five Business Days of obtaining knowledge thereof.Section 4.17 Relevant Jurisdictions. Schedule 4.17 identifies in respect of each Group Member as of the date hereof, its jurisdiction of formation ororganization, the full address (including postal code or zip code) of its chief executive office and all places of business and, if different, the address at whichthe books and records of such Group Member are located, the address at which senior management of such Group Member are located and conduct theirdeliberations and make their decisions with respect to the business of such Group Member, all jurisdictions in which such Group Member has property, andthe address from which the invoices and accounts of such Group Member are issued. 69Section 4.18 Intellectual Property. Each Group Member owns or licenses all Intellectual Property that is necessary for the conduct of or used in itsbusinesses as currently conducted. All items of Intellectual Property of the Group Members that have been either registered, or in respect of which a registrationapplication has been filed, by any Group Member, as at the Closing Date, are listed on Schedule 4.18. All required filings and fees related to the IntellectualProperty listed on Schedule 4.18 have been timely filed with and paid to the relevant Governmental Authority. Except as disclosed on Schedule 4.18, to theknowledge of each Group Member, (a) the conduct and operations of the businesses of each Group Member do not, and have not been alleged in writing byany other Person to, infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property rights of any other Person and (b) no other Personhas contested any right, title or interest of any Group Member in, or relating to, any Intellectual Property. In addition, except as disclosed on Schedule 4.18,(x) there are no pending (or, to the knowledge of any Group Member, threatened) actions, investigations, suits, proceedings, audits, claims, demands, ordersor disputes affecting any Group Member with respect to Intellectual Property, (y) no judgment or order regarding any such claim has been rendered by anycompetent Governmental Authority, and no settlement agreement or similar contractual obligation has been entered into by any Group Member, with respectthereto, and (z) no Group Member knows of any valid basis for any claim based on, any such infringement, misappropriation, dilution, violation orimpairment or contest. The Group Members have taken all reasonable steps to maintain their Intellectual Property and to protect and preserve theconfidentiality of all trade secrets included in the Intellectual Property of the Group Members, including requiring all Persons having access thereto to executewritten non-disclosure agreements. None of the items of Intellectual Property of the Group Members that is registered (or for which an application forregistration is pending) in any jurisdiction other than the United States and Canada is, singly or as a whole, of more than de minimis value or necessary forthe conduct of any Group Member’s business.Section 4.19 Ownership. Schedule 4.19 identifies completely and accurately as at the Closing Date, to the best of the knowledge of the ResponsibleOfficers of the Administrative Borrower, each Person that (a) Controls the Administrative Borrower or any Affiliate of the Administrative Borrower or (b) ownsor controls more than 5.0% of the outstanding Equity Interests of the Administrative Borrower (each Person referred to in clause (a) or (b) above, a “ControlPerson”).Section 4.20 Restrictions on Subsidiaries. No Subsidiary of any Group Member is subject to any instrument, contractual obligation or agreementimposing restrictions or limitations of a type prohibited by Section 6.6(c) or Section 6.9.Section 4.21 Insurance. The Group Members maintain insurance in accordance with the requirements of Section 5.6, including, as of the Closing Date,pursuant to the insurance policies described on Schedule 4.21, which Schedule sets forth in reasonable detail the name of the relevant insurance company, thetype of policy, the coverage thereof and deductibles provided for therein, and the policy number. The insurance policies of the Group Members, pursuant towhich such insurance is maintained, are valid and current, and subject to endorsements for the benefit of the Collateral Agent as required by Section 5.6. 70Section 4.22 Schedules. All of the information that is required to be scheduled to this Agreement is set forth on the Schedules attached hereto, is correctand accurate and does not omit to state any information material thereto.Section 4.23 Anti-Terrorism Laws.(a) No Group Member or Reporting Affiliate of a Group Member (in the case of Carson-Dellosa Publishing, LLC, to the best knowledge of theAdministrative Borrower after due inquiry) is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evadesor avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. No GroupMember or Reporting Affiliate of a Group Member (in the case of Carson-Dellosa Publishing, LLC, to the best knowledge of the AdministrativeBorrower after due inquiry) (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for thebenefit of any Blocked Person or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuantto Executive Order No. 13224.(b) No Group Member or Reporting Affiliate of a Group Member (in the case of Carson-Dellosa Publishing, LLC for purposes of clauses (C), (D), and(F) below, to the best knowledge of the Administrative Borrower after due inquiry), or to any Group Member’s knowledge, any of their respective agentsacting or benefiting in any capacity in connection with the making of the Loans or the other transactions hereunder, is any of the following (each a“Blocked Person”): (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (B) a Personowned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, ExecutiveOrder No. 13224; (C) a Person with which any Agent or any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (D) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (E) aPerson that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign AssetControl at its official website or any replacement website or other replacement official publication of such list; or (F) a Person who is affiliated with aPerson listed above.Section 4.24 [Reserved].Section 4.25 Surety Obligations. No Group Member is obligated as surety or indemnitor under any bond or other contract that assures payment orperformance of any obligation of any Person, except as expressly permitted hereunder.Section 4.26 Brokers. Except as disclosed on Schedule 4.26, there are no brokerage commissions, finder’s fees or investment banking fees payable byany Group Member in connection with any transactions contemplated by the Loan Documents or the ABL DIP Credit 71Documents or the Related Transactions and each Obligor hereby jointly and severally indemnifies the Secured Parties against, and agrees that it will hold theSecured Parties harmless from, any claim, demand or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith ortherewith and any expenses (including reasonable fees, expenses and disbursements of counsel) arising in connection with any such claim, demand orliability.Section 4.27 Burdensome Contracts. No Group Member is party or subject to any Restrictive Agreement, except (i) the Loan Documents and the ABLDIP Credit Documents, (ii) Restrictive Agreements with respect to specific property unencumbered to secure payment of particular Debt permitted hereby or tobe sold pursuant to an executed agreement with respect to an asset Disposition permitted hereby, (iii) Restrictive Agreements evidencing restrictions by reason ofcustomary provisions restricting assignments, subletting or other transfers contained in a Lease, or any other lease, license or similar agreement entered into inthe ordinary course of business; provided that such restrictions are limited to the property secured by such Liens or the property subject to such Lease, lease,license or similar agreement, as the case may be, and (iv) as shown on Schedule 4.27. No such Restrictive Agreement prohibits the execution, delivery orperformance of any Loan Document or ABL DIP Credit Document by a Group Member.Section 4.28 Not a Regulated Entity. No Group Member is (a) an “investment company” or a “person directly or indirectly controlled by or acting onbehalf of an investment company” within the meaning of the Investment Company Act of 1940; or (b) subject to regulation under any public utilities code orany other Applicable Law regarding its authority to incur Debt or grant Liens on its property.Section 4.29 Payables Practices. Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code, each Group Member has paidor discharged, or caused to be paid or discharged, when due (or, if earlier, prior to the date on which penalties attach thereto), (a) all taxes, assessments andgovernmental charges levied or imposed upon it or upon its income or profits, upon any properties belonging to it, (b) all federal, state, local and foreign taxesrequired to be withheld by it, and (c) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien or charge upon any ofits properties; except, in each case, to the extent the amount, applicability or validity of any such tax, assessment, charge or claim was and is contested ingood faith by appropriate proceedings diligently conducted and for which such Group Member, as applicable, set aside adequate reserves in accordance withGAAP.Section 4.30 Criminal Charges. Other than as disclosed on Schedule 4.30, no Group Member, or any officer, director, member, executive board memberor similar function-holder of any Group Member, is or has been under investigation by a Governmental Authority for, or has been indicted, arrested, orconvicted of, or has settled (with or without an admission of guilt) any charges relating to, any criminal offense (whether a felony, misdemeanor, or othercrime).Section 4.31 Commodity Hedging. Giving effect to the Loans and ABL DIP Credit Loans to be made on the Closing Date and the use of the proceedsthereof, no Obligor has any Commodity Hedging Obligations. 72Section 4.32 Complete Disclosure. The Loan Documents do not, when taken as a whole, contain any untrue statement of a material fact, or fail todisclose any material fact necessary to make the statements contained therein not materially misleading. To the best of each Obligor’s knowledge, there is nofact or circumstance that any Obligor has failed to disclose to the Administrative Agent in writing that could reasonably be expected to have a Material AdverseEffect.Section 4.33 Survival of Representations and Warranties. All representations and warranties made under this Agreement and the other Loan Documentsshall survive, and not be waived by, the execution and delivery hereof by the Secured Parties, or any of them, any investigation or inquiry by any SecuredParty, or the making of any Loan under this Agreement.Section 4.34 Reorganization Matters.(a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for(x) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, (y) the hearing for the approval of the Interim Order, and(z) the hearing for the approval of the Final Order will be given. The Borrowers shall give on a timely basis as specified in the Interim Order or the FinalOrder, as applicable, all notices required to be given to all parties specified in the Interim Order or Final Order, as applicable.(b) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, the Obligations willconstitute allowed superpriority administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims andunsecured claims against the Borrowers now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrativeexpense claims of the kind specified in sections 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 726, or any other provision of the Bankruptcy Code orotherwise, as provided under section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to the Carve-Out and, solely to the extent requiredby the Intercreditor Agreement, the ABL DIP Credit Obligations.(c) After the entry of the Interim Order and pursuant to and to the extent provided in the Interim Order and the Final Order, the Obligations will besecured by a valid and perfected first priority Lien on all of the Collateral, subject, as to priority only, to the Carve-Out and the Liens on the ABL DIPCredit Priority Collateral securing the ABL DIP Credit Obligations to the extent set forth in the Intercreditor Agreement.(d) The Interim Order (with respect to the period prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of theFinal Order), as the case may be, is in full force and effect has not been reversed, stayed, modified or amended without the Agent’s and Lenders’consent.Section 4.35 Registered Pension Plan. No Group Member sponsors, administers or contributes to, or has any liability in respect of any RegisteredPension Plan. 73Section 4.36 Canadian Employee Benefits Plans. Each Group Member has complied in all material respects with all applicable laws regarding eachCanadian Employee Benefits Plan (including, where applicable, the Pension Benefits Act (Nova Scotia) and the Income Tax Act (Canada)), and eachCanadian Employee Benefits Plan is, and has been, maintained and administered in substantial compliance with its terms, applicable collective bargainingagreements and all applicable laws (including, where applicable, the Pension Benefits Act (Nova Scotia) and the Income Tax Act (Canada)) in each case exceptwhere non-compliance has not had and could not (individually or together with other similar non-compliance) reasonably be expected to have a MaterialAdverse Effect. All contributions or premiums required to be made or paid by any Group Member to the Canadian Employee Benefits Plans have been madeon a timely basis. There have been no improper withdrawals or applications of the assets of the Canadian Employee Benefits Plans. Each of the CanadianEmployee Benefits Plans is fully funded on a solvency basis and going concern basis (using actuarial methods and assumptions which are consistent with thevaluations last filed with the applicable governmental authorities). There exists no outstanding liability of any Group Member with respect to any CanadianEmployee Benefits Plan that has been terminated, which liability has had or could (individually or together with other similar liabilities) reasonably beexpected to have a Material Adverse Effect.ARTICLE VAFFIRMATIVE COVENANTSFrom the date of this Agreement and thereafter until the Commitments are terminated or expire and the Loans and all other Obligations have been paid infull in cash, unless the Required Lenders shall otherwise expressly consent in writing:Section 5.1 Reporting Requirements. The Administrative Borrower (or any applicable Group Member) will deliver, or cause to be delivered, to theAdministrative Agent, and the Administrative Agent will deliver, or caused to be delivered, to each Lender each of the following, which shall be in form anddetail reasonably acceptable to the Required Lenders:(a) as soon as available, and in any event within 90 days after the end of each fiscal year of the Administrative Borrower, annual financial statements ofthe Administrative Borrower and its Subsidiaries, prepared on a consolidated and consolidating basis, with the unqualified opinion of independentcertified public accountants of recognized national standing selected by the Administrative Borrower and reasonably acceptable to the AdministrativeAgent (at the direction of the Required Lenders) (without a “going concern” or like qualification, assumption or exception and without any qualificationor exception as to the scope of such audit; provided that the financial statements required by this Section 5.1(a) in respect of the fiscal year endingApril 27, 2013 may contain a “going concern” or like qualification or exception relating solely to the commencement of the Chapter 11 Cases, and notresulting from a limitation of scope or the failure of such financial statements to present fairly, in all material respects, the financial position, results ofoperations, or cash flow of the Administrative Borrower and its subsidiaries in accordance with GAAP) to the effect that such financial statementspresent fairly in all material respects the financial condition, cash flow and results of operations of the Administrative Borrower and its Subsidiaries ona consolidated basis in accordance with 74GAAP consistently applied, accompanied by any management letter, audit report or similar letter or report prepared by said accountants in connectionwith such financial statements or any audit thereof; which annual financial statements shall include the balance sheets of the Administrative Borrowerand its Subsidiaries as at the end of such fiscal year and the related statements of income, retained earnings, cash flows and shareholder’s equity of theAdministrative Borrower and its Subsidiaries for the fiscal year then ended, all in reasonable detail in form acceptable to Agent and prepared inaccordance with GAAP;(b) (i) as soon as available, and in any event within 30 days after the end of each fiscal month of the Administrative Borrower, internally preparedfinancial statements of the Administrative Borrower and its Subsidiaries and Business Segment Financial Statements and other operational andfinancial reporting required by the Administrative Agent, in each case in form and substance acceptable to the Administrative Agent (at the direction ofthe Required Lenders), prepared on a consolidated and consolidating basis, as at the end of and for such month and for the year-to-date period thenended, in reasonable detail in form acceptable to the Administrative Agent, and the figures for the corresponding date and periods in the previous year ona monthly and year-to-date basis and for the corresponding date and periods in the then-applicable operating plan and projections delivered pursuant toSection 5.1(c), all prepared in accordance with GAAP, subject to year-end audit adjustments and the addition of footnotes, in each case accompanied byan analysis of material factors affecting the period and an MD&A of such financial statements for (w) the Administrative Borrower and its Subsidiarieson a consolidated basis, (x) the Accelerated Learning Business, (y) the Educational Resources Business, and (z) the Delta Business; (ii) as soon asavailable, and in any event within 45 days after the end of each fiscal quarter of the Administrative Borrower, internally prepared financial statementsof the Administrative Borrower and its Subsidiaries and Business Segment Financial Statements in form and substance acceptable to the AdministrativeAgent (at the direction of the Required Lenders), prepared on a consolidated and consolidating basis, as at the end of and for such quarter and for theyear-to-date period then ended, in reasonable detail in form acceptable to the Administrative Agent, and the figures for the corresponding date and periodsin the previous year on a quarterly and year-to-date basis and for the corresponding date and periods in the then-applicable operating plan andprojections delivered pursuant to Section 5.1(c), all prepared in accordance with GAAP, subject to year-end audit adjustments and the addition offootnotes, in each case accompanied by an analysis of material factors affecting the period and an MD&A of such financial statements for (w) theAdministrative Borrower and its Subsidiaries on a consolidated basis, (x) the Accelerated Learning Business, (y) the Educational Resources Business,and (z) the Delta Business and (iii) as soon as available, and in any event within 30 days after the end of each fiscal month of the AdministrativeBorrower, an updated six-month consolidated balance sheet, income statement and statement of cash flow of the Administrative Borrower and itsSubsidiaries and income statements by Business Segment for the succeeding six-month period in form and substance satisfactory to the AdministrativeAgent (at the direction of the Required Lenders in their sole discretion). 75(c) as soon as available, and in any event no later than May 30 of each fiscal year of the Administrative Borrower, a consolidated operating plan andprojections (in Excel format) for each of the Business Segments for the subsequent three fiscal years, prepared on a monthly basis, which have beenapproved by the Administrative Borrower’s board of directors (or equivalent body), in the same form as submitted to such board of directors orequivalent body and accompanied by such supporting calculations as may be requested by the Agent, and which present a good faith opinion as of thedate made as to such projections, valuations and pro forma conditions and results, and as soon as available, and in any event no later than July 31 ofeach fiscal year, a copy of the annual auditor’s report to the board of directors (or equivalent body); and as soon as available and in any event no laterthan October 31st of each fiscal year (but not prior to October 15th of such fiscal year) a reforecast of the previously delivered operating plan andprojections for the businesses of the Administrative Borrower and its Subsidiaries as at June 30th of such year, which presents a good faith opinion asof the date made as to such projections, valuations and pro forma conditions;(d) together with delivery of the financial statements described in Sections 5.1(a) and (b), a Compliance Certificate of the Chief Financial Officer of theAdministrative Borrower stating (i) that such financial statements have been prepared in accordance with GAAP, and present fairly in all materialrespects the financial conditions, cash flow and results of operations of the Administrative Borrower and its Subsidiaries on a consolidated basis inaccordance with GAAP consistently applied, subject, in the case of financial statements described in Section 5.1(b), to normal year-end auditadjustments and the addition of footnotes, (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereundernot theretofore reported and, if so, stating in reasonable detail the facts with respect thereto, and (iii) all relevant facts in reasonable detail to evidence,and the computations as to, whether the Administrative Borrower and its Subsidiaries are in compliance with the requirements set forth in Sections 6.1,6.2, 6.3, 6.4, 6.5, 6.12 and 6.16;(e) together with each Compliance Certificate delivered pursuant to Section 5.1(d) above, a certificate, each in form and substance satisfactory to theAdministrative Agent, by a Responsible Officer that (i) the information provided on Schedules 4.4, 4.6, 4.11, 4.12, 4.14, 4.15, 4.18, 4.19, 4.21 and4.30 (or on updated schedules attached to such certificate, or the most recent updated schedules delivered pursuant to this clause (e)) is correct andcomplete in all material respects as of the date of such Compliance Certificate, (ii) the Obligors have delivered all documents (including updatedschedules as to locations of Collateral and acquisition of Intellectual Property or Real Property) they are required to deliver pursuant to any LoanDocument on or prior to the date of delivery of such Compliance Certificate, (iii) complete and correct copies of all documents modifying any term ofany (A) Constituent Document of any Group Member or any Subsidiary or joint venture thereof on or prior to the date of delivery of such ComplianceCertificate, and (B) ABL DIP Credit Document or other Material Contract, in each case, have been delivered to the Administrative Agent or are attachedto such certificate; 76(f) together with each Compliance Certificate delivered pursuant to clause (d) above, a discussion and analysis of the financial condition and results ofoperations of the Group Members for the portion of the fiscal year then elapsed and discussing the reasons for any significant variations from (i) theprojections for such period delivered pursuant to clause (c) above, and (ii) the figures for the corresponding period in the previous fiscal year;(g) together with each delivery of annual financial statements pursuant to clause (a) above, each in form reasonably satisfactory to the AdministrativeAgent and certified as complete and correct by a Responsible Officer as part of the Compliance Certificate delivered in connection with such financialstatements, a summary of all material insurance coverage maintained as of the date thereof by any Group Member, together with such other informationas the Administrative Agent (at the direction of the Required Lenders) may reasonably require;(h) together with each delivery of annual financial statements pursuant to Section 5.1(a) above and each delivery of monthly and quarterly financialstatements pursuant to Section 5.1(b) above, (i) a listing of government contracts of any Obligor subject to the Federal Assignment of Claims Act of1940; and (ii) a list of any applications for the registration of any Intellectual Property filed by any Obligor with the United States Patent andTrademark Office, the United States Copyright Office or any similar office or agency in the prior fiscal year or month, as applicable;(i) as soon as possible, but in any event no later than three (3) Business Days, after an officer of any Group Member obtains knowledge thereof, a noticeof any written information, exhibit, or report furnished to the Administrative Agent or the Lenders having contained, at the time it was furnished, anyuntrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of thecircumstances in which made (provided, that any such notification pursuant to this clause (i) will not cure or remedy the effect of the prior untruestatement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement orany of the Schedules hereto);(j) as soon as possible, but in any event no later than three (3) Business Days, after the commencement of, or any material developments in, any action,investigation, suit, proceeding, audit, claim, demand, order or dispute with, by or before any Governmental Authority affecting any Group Member, orany officer, director, member, executive board member or similar function-holder of any of them, or any property of any Group Member, of the typedescribed in Section 4.6 or which (i) seeks injunctive or similar relief or a monetary recovery against any Group Member in excess of $200,000 or (ii) ifadversely determined, could reasonably be expected to have a Material Adverse Effect, notice of such commencement or development, together with astatement by a Responsible Officer setting forth reasonable detail thereof;(k) as soon as possible, but in any event no later than two (2) Business Days, after an officer of any Group Member obtains knowledge of theoccurrence of a Default or Event of Default or default or event of default hereunder or under any Material Contract, or of 77the termination of any Material Contract, notice of such occurrence or termination, together with a detailed statement by a Responsible Officer settingforth the steps being taken by the Administrative Borrower or its Subsidiaries to cure the effect of any such Default or Event of Default or default orevent of default;(l) as soon as possible, but in any event no later than three (3) Business Days, after an officer of any Group Member obtains knowledge of theoccurrence of any event, or the existence of any circumstance, that would reasonably be expected to have a Material Adverse Effect, notice of suchoccurrence or existence, together with a detailed statement by a Responsible Officer setting forth the nature and anticipated effect thereof and any actionproposed to be taken in connection therewith;(m) as soon as possible, but in any event no later than five (5) Business Days, after an officer of any Group Member obtains knowledge of theoccurrence of any event reasonably expected to result in a mandatory payment of the Obligations pursuant to Section 2.9, notice of such occurrence,together with a detailed statement by a Responsible Officer setting forth, in the case of a transaction, the material terms and conditions of suchtransaction, and in any case estimating the Net Cash Proceeds thereof, if any;(n) as soon as possible, but in any event no later than five (5) Business Days, after (i) any Group Member knows or has reason to know that anyReportable Event with respect to any ERISA Plan has occurred, the statement of a Responsible Officer setting forth details as to such Reportable Eventand the action which the Administrative Borrower or its Subsidiaries propose to take with respect thereto, together with a copy of the notice of suchReportable Event to the PBGC, (ii) any Group Member fails to make any quarterly contribution required with respect to any ERISA Plan under the IRCode, as amended, the statement of a Responsible Officer setting forth details as to such failure and the action which the Administrative Borrower or itsSubsidiaries propose to take with respect thereto, together with a copy of any notice of such failure required to be provided to the PBGC, (iii) thecommencement of any material labor dispute to which any Group Member is or may become a party, including any strikes, lockouts or other disputesrelating to any of such Person’s plants and other facilities, or the incurrence by any Group Member of any Worker Adjustment and RetrainingNotification Act or related or similar liability incurred with respect to the closing of any plant or other facility of any such Person, the statement of aResponsible Officer setting forth details as to such dispute or liability and the action which the Administrative Borrower or its Subsidiaries propose totake with respect thereto or (iv) any Group Member knows or has reason to know an ERISA Event is likely to occur;(o) as soon as possible, but in any event no later than five (5) Business Days, after (i) any Group Member knows or has reason to know thereof, noticeof (A) unpermitted Releases, (B) the receipt by any Group Member of any notice of violation of or potential Liability or similar notice under, or theexistence of any condition that could reasonably be expected to result in violations of or Liabilities under, any Environmental Law or (C) thecommencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, written demand, dispute alleging a violation of orLiability 78under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if adversely determined), in the aggregatefor each such clause, could reasonably be expected to result in aggregate Environmental Liabilities, collectively for all such Environmental Liabilities, inexcess of $200,000 in any fiscal year of the Administrative Borrower, (ii) the receipt by any Group Member of notification that any property of anyGroup Member is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities, notice thereoftogether with a copy of such notification, and (iii) any Group Member knows or has reason to know that any proposed acquisition or lease, license orother occupancy of Real Property has a reasonable likelihood of resulting in Environmental Liabilities, notice thereof together with the statement of aResponsible Officer setting forth details as to such transaction and such Environmental Liabilities;(p) as soon as possible, but in any event no later than three (3) Business Days, after any Group Member knowing or having reason to know thereof,notice of the violation by any Group Member of any Applicable Law that could have a Material Adverse Effect;(q) as soon as possible, but in any event no later than two (2) Business Days, after any Group Member knowing or having reason to know thereof,notice of (a) the creation, or filing with the Internal Revenue Service or any other Governmental Authority, of any contractual obligation or otherdocument extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Group Member and (b) thecreation of any contractual obligation of any Group Member, or the receipt of any request directed to any Group Member, to make any adjustment underSection 481(a) of the IR Code, by reason of a change in accounting method or otherwise;(r) as soon as possible, but in any event no later than one (1) Business Day, after their distribution, copies of all (i) press releases concerning materialdevelopments in the business of the Group Members, (ii) financial statements, reports, proxy statements and other communications which theAdministrative Borrower, any other Group Member, shall have sent to (x) its shareholders or any other stakeholders (including, without limitation,holders of Debt) or (y) the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any securities exchange or anyGovernmental Authority exercising similar functions;(s) as soon as possible, but in any event no later than three (3) Business Days, after execution, receipt or delivery thereof, copies of any notices,demands, statements, certificates, reports, valuations, appraisals, Borrowing Base Certificates or other communications or documents that any Obligorexecutes, receives or delivers in connection with any ABL DIP Credit Documents or other Material Contracts; provided, that each Borrowing BaseCertificate delivered by the Borrowers shall have at least the level of detail as, and shall reflect a calculation of the borrowing base using a methodologyconsistent with, the Borrowing Base Certificate delivered as of the Closing Date; 79(t) as soon as possible, but in no event later than one (1) Business Day, after any Group Member knowing or having reason to know thereof, notice ofany reduction in the value of any Inventory, equipment, Real Property or other Collateral due to loss, damage, sale, transfer or other Disposition orconveyance (including, without limitation, by eminent domain or similar process) that could have a Material Adverse Effect;(u) as soon as possible, but in any event no later than five (5) Business Days, after management of any Group Member obtains knowledge thereof, theidentity of each Person that obtains ownership or control of more than 5.0% of the outstanding Equity Interests of the Administrative Borrower;(v) promptly, upon request of the Administrative Agent (at the direction of the Required Lenders), a written statement duly acknowledged by theBorrowers setting forth the outstanding principal balance of the Loans and stating whether any offsets or defenses exist against the Obligations (whetheror not any Borrower is entitled to utilize or rely on such offsets or defenses pursuant to the terms of this Agreement and the other Loan Documents);(w) copies of all public filings made by any Group Member;(x) such other information respecting the financial or other condition, and results of operations, of any Group Member, or the Collateral, as theAdministrative Agent (at the direction of the Required Lenders) or the Required Lenders may from time to time reasonably request, including withoutlimitation backup calculations for each Borrowing Base Certificate in at least the level of detail provided by the Borrowers to the ABL DIP Agent;(y) (i) one (1) Business Day prior to the Closing Date, the initial Approved Budget; (ii) no later than five (5) Business Days prior to the beginning ofeach fiscal month (with the first such delivery date being March 25, 2013), an updated thirteen-week cash flow forecast for the succeeding thirteen-weekperiod in form and substance satisfactory to the Administrative Agent (at the direction of the Required Lenders in their sole discretion), which, uponacceptance by the Administrative Agent (at the direction of the Required Lenders), shall become the thirteen-week cash flow forecast in the ApprovedBudget, and (iii) on or before 12:00 p.m. New York, New York time on the third Business Day following the end of each fiscal week (with the first suchdelivery date being March 13, 2013), a Variance Report, in form and substance satisfactory to the Administrative Agent (at the direction of the RequiredLenders in their sole discretion), together with a certificate substantially in the form of Exhibit B jointly from the chief financial officer and chiefrestructuring officer as to the compliance with the requirements under Section 6.31;(z) copies of all monthly reports, projections, or other information respecting Administrative Borrower’s or any of its Subsidiaries’ business or financialcondition or prospects as well as all pleadings, motions, applications and judicial information filed by or on behalf of the Borrowers with theBankruptcy Court or provided by or to the U.S. Trustee (or any monitor or interim receiver, if any, appointed in any Chapter 11 Case) or theCommittee, at the time such document is filed with the Bankruptcy Court, or provided by or to the U.S. Trustee (or any monitor or interim receiver, ifany, appointed in any Chapter 11 Case) or the Committee; 80(aa) monthly at reasonable times upon the request of the Agent (at the direction of the Required Lenders), and confirmation of availability for, andarrange for, the chief executive officer, chief financial officer and chief restructuring officer and other members of management of the Borrowers toparticipate in a call with the Agent and the Lenders to discuss matters relating to the Borrowers;(bb) (i) As soon as possible, but in any event no later than five (5) Business Days after the Closing Date, a list describing (x) any actual or threatenedtermination, cancellation or limitation of, or modification to or change in, the business relationship, or any supply, sales or other agreement between(i) any Group Member, on the one hand, and any customer or any group thereof, on the other hand, whose agreements with any Group Member areindividually or in the aggregate material to the business or operations of such Group Member, or (ii) any Group Member, on the one hand, and anysupplier or any group thereof, on the other hand, whose agreements with any Group Member are individually or in the aggregate material to the businessor operations of such Group Member and (y) the amount of revenues or purchases of the Group Members from such customer and/or supplier in theprior fiscal year, and (ii) as soon as possible, but in any event no later than one Business Day after any Group Member’s knowledge of any such actualor threatened termination, cancellation, limitation, modification or change, a notice to the Administrative Agent describing the same and the amount ofrevenues or purchases of the Group Members from such customer and/or supplier in the prior fiscal year;(cc) weekly at reasonable times upon the request of the Agent (at the direction of the Required Lenders), and confirmation of availability for, and arrangefor, Perella Weinberg Partners to participate in a call with the Agent and the Lenders to discuss matters relating to the Chapter 11 Cases and financialmatters;(dd) not more than two (2) Business Days prior to the Auction, a bid summary matrix of qualified bidders prepared by Perella Weinberg Partners,which shall not be distributed to Lenders who are also bidders.Section 5.2 Books and Records; Inspection and Examination; Appraisals.(a) Each Obligor will, and will cause each of its Subsidiaries to, (i) keep accurate books of record and account for itself pertaining to its business,financial condition, financial transactions, assets and liabilities, and such other matters as the Administrative Agent may from time to time request, inwhich true and complete entries in all material respects will be made in accordance with GAAP consistently applied; (ii) upon the request of andreasonable notice by the Administrative Agent (at the direction of the Required Lenders) to the Administrative Borrower (which notice shall not berequired during the continuance of an Event of Default), permit any officer, employee, attorney, agent, consultant, advisor or accountant of the Lendersto audit, review, make extracts from or copy any and all of any Obligor’s corporate (and similar), financial, operating and other books and records at allreasonable times during ordinary business hours (at the 81Borrowers’ expense) and to discuss its affairs with any of its directors, officers, employees, attorneys, consultants, advisors or agents (collectively, a“Field Review”); provided that, so long as no Event of Default has occurred and be continuing, the Administrative Agent shall be limited to two suchField Reviews during any twelve consecutive month period; iii) permit the Lenders or their employees, accountants, attorneys, consultants, advisors oragents, to examine and inspect any of its property at any time during ordinary business hours upon reasonable advance notice (which notice shall not berequired during the continuance of an Event of Default), and to communicate directly with any registered certified public accountants (including theGroup Members’ accountants) and (iv) permit the Lenders or their employees, accountants, attorneys, consultants, advisors or agents to examine anydocuments or information contained in any data room established for or on behalf of the Administrative Borrower or any of its Subsidiaries. Upon priornotice to the Administrative Borrower, each Group Member shall authorize its respective registered certified public accountants to communicate directlywith the Administrative Agent and the Lenders and to disclose to the Administrative Agent and the Lenders all financial statements (at the direction of theRequired Lenders) and other documents and information as they might have and the Administrative Agent requests with respect to any Group Member.(b) Without limitation of the provisions of Section 5.2(a), each Obligor will cooperate with the Administrative Agent in order to enable the AdministrativeAgent or the Lenders, as applicable (or one or more third-parties engaged by the Administrative Agent or the Lenders, as applicable) to complete collateralappraisals, examinations and audits of the Obligors’ Inventory, Accounts, financial books and records and fixed assets as deemed necessary at anytime and from time to time in the Administrative Agent’s or the Lender’s, as applicable, Permitted Discretion. The Borrowers shall reimburse theAdministrative Agent or the Lender, as applicable, for all reasonable costs and expenses associated with any such appraisals, examinations and/oraudits, including, without limitation, the Administrative Agent’s customary per diem charges for any employees, agents, consultant or advisors of theAdministrative Agent or the Lender, as applicable conducting such appraisals, examinations and audits; provided, that, unless a Default or Event ofDefault has occurred, the Borrowers shall not be obligated to reimburse the Administrative Agent for more than one appraisal for each type of Collateral(including, without limitation, any such appraisal with respect to each of Accounts, Inventory, Real Property and equipment) during any twelveconsecutive month period commencing after the Closing Date.Section 5.3 Compliance with Laws. Except as otherwise permitted by the Bankruptcy Code or pursuant to any order of the Bankruptcy Court, whichorder shall be in form and substance acceptable to the Administrative Agent, each Obligor will, and will cause each of its Subsidiaries to, (a) comply in allmaterial respects with all Requirements of Law, including without limitation Environmental Laws, (b) use and keep its assets, and require that others use andkeep its assets, only for lawful purposes, without violation of any material Applicable Law (including any Environmental Law), or any Applicable Law(including any Environmental Law) the violation of which could have a Material Adverse Effect. 82Section 5.4 Payment of Taxes and Other Claims; Environmental Compliance Payments. Except to the extent subject to the automatic stay of Section 362of the Bankruptcy Code, each Obligor will, and will cause each of its Subsidiaries to, pay or discharge, or cause to be paid or discharged, when due (or, ifearlier, prior to the date on which penalties attach thereto or the obligee thereof may exercise remedies under or in respect of any Lien securing such amounts),(a) all taxes, assessments and governmental charges levied or imposed upon it or upon its income or profits, upon any properties belonging to it, (b) all federal,state, local and foreign taxes required to be withheld by it, and (c) all lawful claims for labor, materials, services and supplies which, if owing or unpaid,might by law become a Lien or charge upon any of its properties (including without limitation any claim that might result in a Lien of the types described inclause (c) of the definition of Permitted Liens); provided that, no Obligor shall be required to pay any such tax, assessment, charge or claim whose amount,applicability or validity is being contested in good faith by appropriate proceedings diligently conducted and for which such Obligor, as applicable, has setaside adequate reserves in accordance with GAAP, provided that no exercise of remedies under or in respect of any Lien securing such amounts shall havebeen commenced, and provided further that any Lien that arises or may exist in respect thereof is a Permitted Lien.Section 5.5 Maintenance of Properties; Material Contracts.Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code, excused by the Bankruptcy Code, or caused by the filing,commencement and continuation of the Chapter 11 Cases and effect thereof (including any litigation resulting therefrom), each Obligor will, and will causeeach of its Subsidiaries to, keep and maintain all of its properties necessary or useful in its business in good condition, repair and working order (normal wearand tear excepted), including preserving and maintaining all of its Intellectual Property; provided, however, that nothing in this Section 5.5 shall prevent anyGroup Member from discontinuing the operation and maintenance of any of its properties if such discontinuance is, in the reasonable judgment of such GroupMember, desirable in the conduct of its business and not disadvantageous in any respect to the Secured Parties.(a) Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code, excused by the Bankruptcy Code, or caused by the filing,commencement and continuation of the Chapter 11 Cases and effect thereof (including any litigation resulting therefrom), each Obligor will, and willcause each of its Subsidiaries to, maintain in full force and effect all Material Contracts (and in furtherance thereof to fulfill of its obligationsthereunder), in each case necessary or useful for the conduct of its businesses as presently conducted.Section 5.6 Insurance. Upon request of the Administrative Agent (at the direction of the Required Lenders), the Borrowers shall, within thirty (30) daysfollowing such request, obtain endorsements naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as applicableunder all insurance policies to be maintained with respect to the properties of the Obligors and their subsidiaries forming part of the Lenders’ collateral, whichendorsements shall provide for 30 days’ prior notice of cancellation of such policies to be delivered to the Administrative Agent. Each Obligor will, and willcause each of its Subsidiaries to, at the Group Members’ expense, (i) maintain in full force and effect insurance respecting 83each of the Group Members and their assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarilyare insured against by other Persons engaged in the same or similar businesses, (ii) maintain in full force and effect (with respect to each of the GroupMembers) business interruption insurance, general liability insurance, product liability insurance, directors’ and officers’ liability insurance, fiduciaryliability insurance, and employment practices liability insurance, as well as insurance against larceny, embezzlement, and criminal misappropriation, and(iii) if at any time the area in which any Real Property encumbered by a Mortgage is located is designated (1) a “flood hazard area” in any Flood Insurance RateMap published by the Federal Emergency Management Agency (or any successor agency), and if available in the community in which the Real Property islocated, obtain flood insurance in such total amount as the Collateral Agent may from time to time require, and otherwise comply with the National FloodInsurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, or (2) a “Zone 1” area, obtain earthquakeinsurance in such total amount as the Collateral Agent may from time to time require. All such policies of insurance shall be with responsible, financiallysound and reputable insurance companies acceptable to the Administrative Agent and in such amounts, and subject to such deductibles, as is carried generallyin accordance with sound business practice by companies in similar businesses similarly situated and located and in any event in amount, adequacy andscope reasonably satisfactory to the Administrative Agent. All property insurance policies covering the Term Loan Priority Collateral shall be made payablefirst to the Collateral Agent for the benefit of the Secured Parties and, secondarily, to the ABL DIP Agent for the benefit of the ABL DIP Credit Lender and allproperty insurance policies covering the ABL DIP Credit Priority Collateral shall be made payable first to the ABL DIP Agent for the benefit of the ABL DIPCredit Lender and, secondarily, to the Agent for the benefit of the Secured Parties, and all in case of loss, pursuant to a standard loss payable endorsement(notwithstanding a breach of the policy by the insured party) with a standard non-contributory “lender” or “secured party” clause and shall contain such otherprovisions as the Administrative Agent may require to fully protect the Secured Parties’ interest in the Collateral and in any payments to be made under suchpolicies. All certificates of property insurance in respect of the Collateral and general liability insurance are to be delivered to the Collateral Agent, with losspayable or mortgagee (in respect of Collateral) and additional insured endorsements in favor of the Collateral Agent for the benefit of the Secured Parties,subject to the Intercreditor Agreement, and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to theAdministrative Agent of the exercise of any right of cancellation. If any Group Member fails to maintain such insurance, the Administrative Agent may arrangefor such insurance, but at the Borrowers’ expense and without any responsibility on the Administrative Agent’s part for obtaining the insurance, the solvencyof the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence of an Event of Default, the Collateral Agent (at thedirection of the Required Lenders) shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral,to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases,assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any suchinsurance policies, subject to the rights of the ABL DIP Agent under the Intercreditor Agreement. 84Section 5.7 Preservation of Existence. Each Borrower will, and will cause each of its Subsidiaries (subject to Section 6.7) to, preserve and maintain itscorporate or limited liability company (or other organizational) existence and all of its rights, privileges and franchises necessary or desirable in the normalconduct of its business, and conduct its business in an orderly, efficient and regular manner.Section 5.8 Subsidiaries. At the time that any Group Member forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary afterthe Closing Date, such Group Member shall (a) at the time of such formation or acquisition (or such later date as permitted by the Administrative Agent (at thedirection of the Required Lenders in their sole discretion)) cause any such new Subsidiary (unless it is a CFC (as defined in the Security Agreement) and to theextent that the taking of the actions described below with respect to such Subsidiary would result in adverse tax consequences to any of the Group Members) toprovide to the Administrative Agent a joinder and supplement to this Agreement substantially in the form of Exhibit C (each, a “Guaranty Supplement”),pursuant to which such Subsidiary shall agree to join as a Guarantor of the Obligations under Article IX and as an Obligor under this Agreement, a joinder tothe Security Agreement, together with all other security documents (including Mortgages and other items in accordance with Section 5.11 and Section 5.14with respect to any Real Property owned in fee of such new Subsidiary and any Leased Real Property of such Subsidiary), as well as appropriate financingstatements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance satisfactory to the Administrative Agent, sufficientto grant the Collateral Agent a first priority Lien (subject to Permitted Senior Liens) in and to the property of such newly formed or acquired Subsidiary,together with title insurance policies, Surveys, environmental reports, flood determinations, evidence of flood insurance (if applicable), landlord’s waivers,certified resolutions and other Constituent Documents, opinions, and other documents as may be requested by the Agent, (b) at the time of such formation oracquisition (or such later date as permitted by the Administrative Agent (at the direction of the Required Lenders in their sole discretion)) provide to theAdministrative Agent a pledge agreement and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownershipinterests and other Equity Interests owned by the Obligors in such new Subsidiary reasonably satisfactory to the Administrative Agent (at the direction of theRequired Lenders) (provided that if such Subsidiary is a CFC (as defined in the Security Agreement) and to the extent that a pledge of more than 65% of theoutstanding voting Equity Interests in such Subsidiary would result in adverse tax consequences to any of the Group Members, no more than 65% of theoutstanding voting Equity Interests in such Subsidiary shall be required to be so pledged), and (c) at the time of such formation or acquisition (or such laterdate as permitted by Agent (at the direction of the Required Lenders in their sole discretion)) provide to the Administrative Agent all other documentation,including one or more opinions of counsel reasonably satisfactory to the Administrative Agent (at the direction of the Required Lenders), which in its opinion isappropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or otherdocumentation with respect to all Real Property with a value in excess of $200,000 owned in fee and subject to a Mortgage). Any document, agreement, orinstrument executed or issued pursuant to this Section 5.8 shall be a Loan Document. Nothing contained in this Section 5.8 shall permit the formation oracquisition of a Subsidiary to the extent not permitted by, or to the extent prohibited elsewhere in, this Agreement or any other Loan Document. 85Section 5.9 Permits. Each Group Member will, and will cause each of its Subsidiaries to, obtain all Permits that are required under Applicable Law,including Environmental Law, or under contract to continue to operate the business of the Group Members as currently operated, or that are otherwise requiredby the Administrative Agent (at the direction of the Required Lenders), and in furtherance thereof to make all necessary or appropriate filings with, and give allrequired notices to, Government Authorities in respect thereof.Section 5.10 Lender Group Meetings. The Administrative Borrower will (and will cause key management of each Group Member to), within 30 daysafter any request of the Administrative Agent, hold a meeting (at a mutually agreeable location and time or, at the option of the Agent, by conference call) withall Secured Parties who choose to attend such meeting, at which meeting shall be reviewed the financial results and financial condition of the Group Membersand such other matters as the Administrative Agent may reasonably request; provided, that, unless a Default or Event of Default exists, no more than twosuch meetings shall be required, and in addition thereto, no more than two such lender calls, during any twelve consecutive month period commencing afterthe Closing Date.Section 5.11 Real Estate.(a) From and after the date hereof, in the event that (i) any Borrower or other Obligor acquires (x) in fee, any Real Property with a value in excess of$200,000, or (y) by lease, any Real Property in connection with which the gross rental payments are in excess of $100,000 annually and for which theterm of the leasehold (giving effect to any renewals and extensions at the option of the Obligors) is two years or longer, or (ii) at the time any Personbecomes a Borrower or other Obligor, such Person owns or holds any Real Property with values or gross rental payments in excess of the amounts setforth in clause (i) above (any such Real Property, an “Additional Mortgaged Property”)), the Administrative Borrower shall grant (or cause the relevantObligor to grant), within 30 days (subject to extension by the Administrative Agent in the Administrative Agent’s sole discretion) after such Personacquires or holds such Real Property or becomes an Obligor, as the case may be, a security interest in and Mortgage on such Additional MortgagedProperty mutatis mutandis, in respect of such Additional Mortgaged Property as the Administrative Agent (at the direction of the Required Lenders) mayrequire.(b) Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code or excused by the Bankruptcy Code, each Obligor shallmake all payments and otherwise perform all obligations in respect of all Leases to which the Obligor or any of its Subsidiaries is a party, keep suchLeases in full force and effect and not allow such Leases to lapse or be terminated or any rights to renew such Leases to be forfeited or cancelled, notifythe Administrative Agent of any default by any party with respect to such Leases and cooperate with the Administrative Agent in all respects to cure anysuch default, and cause each of its Subsidiaries to do so.Section 5.12 Deposit Accounts and Securities Accounts; Cash Management.(a) Each Obligor shall maintain its deposit accounts and securities accounts in a manner satisfactory to the Administrative Agent (at the direction of theRequired Lenders), subject to an acceptable cash management system that provides the Collateral Agent with perfection of its Lien on and in the fundson deposit in any deposit account 86under the UCC pursuant to Control Agreements and is otherwise as set forth on Schedule 5.12, as such Schedule may be updated from time to time bythe Administrative Agent (at the direction of the Required Lenders in their sole discretion) (the “Acceptable Cash Management System”). Prior to anyObligor’s establishment or acquisition of any deposit account or securities account after the date of this Agreement (other than Excluded Accounts (asdefined in the Security Agreement)), the Administrative Borrower shall arrange for the delivery to the Administrative Agent of a Control Agreement withrespect to such deposit account or securities account. Prior to any Obligor’s (i) establishment or acquisition of any deposit account or securities accountafter the date of this Agreement, that is a Non-Controlled Account, or (ii) transfer of any funds from any account to any Non-Controlled Account, or(iii) changing banking practices for any facility from the deposit of funds into banking accounts governed by a Control Agreement to the depositing ofany funds into Non-Controlled Accounts, in each case in clause (i), (ii) and (iii) the Administrative Borrower shall obtain the prior written consent of theAdministrative Agent.(b) There shall not be on deposit in any Non-Controlled Accounts any funds of any Group Member. Promptly after the Closing Date each Obligor shall,and shall cause each of its Subsidiaries to, cause all payments on Accounts and all payments constituting proceeds of Inventory and other Collateral inthe form in which such payments are made, whether by cash, check, credit card sales drafts, credit card sales, charge slips or any other mannerwhatsoever (collectively, “Receipts”), to be sent directly into deposit accounts that are subject to Control Agreements and are part of the Acceptable CashManagement System. If and to the extent that any Receipts come into the possession or control of any of the Obligors, all such Receipts shall be held intrust for the Collateral Agent as the property of the Agent, for the benefit of the Secured Parties, and shall be promptly deposited into one or more depositaccounts subject to a Control Agreement.(c) Subject to the rights of the Obligors hereunder, the Obligors agree that all deposits made in, and payments made to, a deposit account and otherfunds received and collected by the Agent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise, except for ExcludedAccounts (as defined in the Security Agreement) shall be the collateral of the Collateral Agent and the ABL DIP Agent, subject to the IntercreditorAgreement, under the sole dominion and control of the ABL DIP Agent or the Agent.(d) The Borrowers jointly and severally agree to reimburse the Administrative Agent on demand for any amounts owed or paid to any financialinstitution or other Person involved in the transfer of funds to or from the deposit accounts arising out of the Administrative Agent’s payments to orindemnification of such financial institution or other Person. The obligation of the Borrowers to reimburse the Administrative Agent, for such amountspursuant to this Section 5.12, shall survive the termination or non-renewal of this Agreement.Section 5.13 Inventory Sold on Consignment. Prior to or simultaneously with any Obligor selling Inventory to any third party on consignment (“Consigned Goods”), the Obligors shall have taken all steps necessary, including the filing of UCC-1 financing statements and the giving of notices inaccordance with the UCC, to perfect its security interest in such Consigned 87Goods. No later than 10 calendar days after receipt of such Consigned Goods by the applicable consignee, the Administrative Agent shall have received copiesof all UCC-1 and other financing statements filed in favor of any Borrower with respect to each location, if any, at which Consigned Goods may be located.Section 5.14 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Obligor will execute and deliver anyadditional documents and instruments and perform any additional acts that may be necessary or appropriate, in the Administrative Agent’s (exercised at thedirection of the Required Lenders) Permitted Discretion, to effectuate and perform its obligations under this Agreement and the other Loan Documents and thetransactions contemplated hereby and thereby, including execution, delivery and filing, where applicable, of all documents requested by the AdministrativeAgent or Collateral Agent appropriate to grant and perfect Liens on all property of the Obligors in favor of the Collateral Agent to secure the Obligations, havingfirst priority (subject only to Permitted Senior Liens).Section 5.15 ERISA Compliance.(a) The Administrative Borrower will not, and will not permit any member of the Controlled Group to, incur any accumulated funding deficiency withthe meaning of ERISA, or any material liability to the PBGC or fail to make any minimum required contribution (under Section 430 of the IR Code) withrespect to any Pension Plan. The Group Company shall maintain each ERISA Plan (other than a Multiemployer Plan) in compliance in all materialrespects with the applicable provisions of ERISA, the IR Code or other Applicable Law, and shall use its reasonable efforts to cause its Controlled Groupmembers to do the same.(b) The Administrative Borrower will furnish to the Administrative Agent (i) as soon as possible and in any event within five (5) Business Days after aResponsible Officer knows of any Reportable Event with respect to any ERISA Plan, a statement of a Responsible Officer, setting forth details as tosuch Reportable Event and the action that the Administrative Borrower proposes to take with respect thereto, together with a copy of the notice of suchReportable Event given to the PBGC if a copy of such notice is available to the Administrative Borrower, and (ii) promptly after receipt thereof, a copyof any notice the Administrative Borrower or any member of the Controlled Group may receive from the PBGC or the IRS with respect to any ERISAPlan administered by the Administrative Borrower or any other member of the Controlled Group; provided that clause (ii) shall not apply to notices ofgeneral application promulgated by the PBGC or the IRS.(c) The Administrative Borrower will promptly notify the Administrative Agent of any taxes, fines or penalties assessed or proposed to be assessedagainst the Administrative Borrower or other member of the Controlled Group by the IRS or the U.S. Department of Labor with respect to any ERISAPlan as a result of a violation of the IR Code or ERISA. 88(d) The Administrative Borrower will, as soon as practicable, and in any event within five (5) Business Days after the Administrative Borrowerbecomes aware that an ERISA Event has occurred, provide the Administrative Agent with a certificate of a Responsible Officer setting forth the details ofthe event and the action the Administrative Borrower proposes to take with respect thereto.(e) The Administrative Borrower will, at the request of the Administrative Agent, deliver, or cause to be delivered, to the Administrative Agent true andcorrect copies of any documents relating to any ERISA Plan.Section 5.16 Post Closing Obligations. The Borrowers shall take the actions and provide the deliverables, in the manner or form and in substancesatisfactory to the Administrative Agent (at the direction of the Required Lenders), described in Schedule 5.16 as promptly as practicable, and in any eventwithin the due dates set forth in Schedule 5.16.Section 5.17 Term Loan Priority Collateral Deposit Account. All proceeds of the Loans shall be deposited into the Term Loan Priority Collateral DepositAccount, and all amounts therein shall be invested at all times in cash and Cash Equivalents. Withdrawals from the Term Loan Priority Collateral DepositAccount shall only be used for the permitted purposes described under Section 2.8 or to make payments on the Obligations. Under no circumstances may anycash, funds, securities, financial assets or other property held in or credited to the Term Loan Priority Collateral Deposit Account or the proceeds thereof heldtherein or credited thereto be used to pay any Prepetition Indebtedness, any Prepetition Secured Obligations (except as expressly provided in Section 2.8) or anyother pre-petition obligations or for any purpose except as permitted under the Interim Order or as otherwise expressly permitted by the Bankruptcy Courtpursuant any order of the Bankruptcy Court (including any order made by the Bankruptcy Court prior to the entry of the Interim Order).Section 5.18 Milestones. The Administrative Borrower shall comply with the milestones set forth in Schedule 5.18 (the “Milestones”).Section 5.19 Chief Restructuring Officer. Borrowers will continue to appoint, retain and engage a representative of Alvarez & Marsal, or anothercomparable crisis management or restructuring firm reasonably satisfactory to the Lenders, to serve as chief restructuring officer on terms and conditionsacceptable to the Required Lenders, which will include, without limitation, assisting Borrowers in the management of their businesses, preparation of forecastsand projections, and the formulation and implementation of strategic initiatives in connection with the Chapter 11 Cases. Borrowers hereby and will continueto authorize and instruct the chief restructuring officer to (a) share with the Administrative Agent and Lenders all budgets, records, projections, financialinformation, reports and other information relating to the Collateral, the financial condition, operations and the sale, marketing or reorganization process of theBorrowers’ businesses and assets as requested from time to time, except to the extent access to such information would compromise the Borrowers’ attorney-client privilege and (b) make himself available to the Administrative Agent and the Lenders as reasonably requested by the Administrative Agent and theLenders. Borrowers will provide the chief restructuring officer, complete access to all of the Borrowers’ books and records, all of Borrowers’ premises and toBorrowers’ management as and when deemed necessary by the chief restructuring officer or the Administrative Agent. 89Section 5.20 Exit Lenders. The Administrative Borrower shall (and shall cause key management of each Group Member to) cooperate with and holdmeetings (at a mutually agreeable location and time or, at the option of the Administrative Agent, by conference call) with potential exit lenders designated bythe Administrative Agent (at the direction of the Required Lenders) at which meetings shall be reviewed the financial results and financial condition of theGroup Members and such other matters as the Administrative Agent may reasonably request.ARTICLE VINEGATIVE COVENANTSFrom the date of this Agreement and thereafter until the Commitments are terminated or expire, and the Loans and all other Obligations have been paid infull in cash, unless the Required Lenders shall otherwise expressly consent in writing:Section 6.1 Liens. The Obligors will not, and will not permit any Subsidiary to, (i) create, incur or suffer to exist any Lien upon or on any assets(including any document or instrument in respect of goods or accounts receivable) of any Obligor or any such Subsidiary, now owned or hereafter acquired,or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such asset, income orprofits under the UCC or under any similar recording or notice statute, except for Permitted Liens, or permit any such Lien to have priority over the Liens onthe Collateral created by the Loan Documents other than Permitted Senior Liens, or permit any such Lien to have priority over the Liens on the Collateralcreated by the ABL DIP Credit Documents other than Permitted Senior Liens and the Liens created by the Loan Documents, or (ii) enter into, or suffer to exist,any control agreements (as such term is defined in the UCC), other than Control Agreements entered into pursuant to this Agreement or the Security Agreementor the ABL DIP Credit Agreement or other ABL DIP Credit Documents.The prohibition provided for in this Section 6.1 specifically includes, without limitation, any effort by the Borrower, any Committee, or any otherparty-in-interest in any Chapter 11 Case to create any Liens that prime, or are senior or pari passu with, any claims, Liens or interests of the Agent andLenders (other than for the Carve-Out and the Liens with respect to the ABL DIP Credit Priority Collateral securing the ABL DIP Credit Obligations)irrespective of whether such claims, Liens or interests may be “adequately protected”.Section 6.2 Debt; Surety Bonds. The Obligors will not, and will not permit any Subsidiary to, incur, create, assume, permit or suffer to exist, anyDebt, except for Permitted Debt. The Obligors will not, and will not permit any Subsidiary to, be or remain liable with respect to surety and appeal bonds,performance bonds, bid bonds, appeal bonds, completion guarantee or similar obligations (whether or not drawn) except for Permitted Surety Bonds in anaggregate amount not in excess of $30,000,000 at any time. 90Section 6.3 Investments. The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, purchase or hold beneficially any EquityInterests or other securities or Debt of, make or permit to exist any loans or advances to, or create or acquire any Subsidiary or acquire all or substantially allthe business, property or fixed assets of, or any division or line of business of, or make any other investment or acquire any other interest whatsoever in, anyother Person, except:(a) investments in cash and Cash Equivalents that are subject to a Control Agreement;(b) Intercompany Debt owed by (i) an Obligor to another Obligor, (ii) a Non-Obligor to another Non-Obligor, or (iii) an Obligor to a Non-Obligor;provided, that all Intercompany Debt owing from an Obligor to another Obligor or to a Non-Obligor shall be subject to the terms of the IntercompanySubordination and Payment Agreement;(c) investments in existence on the date of this Agreement and listed on Schedule 6.3;(d) investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;(e) advances made in connection with purchases of goods or services in the ordinary course of business;(f) investments received in settlement of amounts due to any Obligor or any of its Subsidiaries effected in the ordinary course of business or owing toany Obligor or any of its Subsidiaries as a result of insolvency proceedings involving an account debtor or upon the foreclosure or enforcement of anyLien in favor of an Obligor or its Subsidiaries;(g) [Reserved];(h) [Reserved];(i) deposits of cash outstanding on the Petition Date made in the ordinary course of business to secure performance of operating leases;(j) [Reserved];(k) [Reserved];(l) ABL DIP Credit Priority Collateral; and(m) [Reserved].Section 6.4 Restricted Payments; Payments on Subordinated Debt and Other Debt.(a) The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for anyRestricted Payments or set aside funds for the making of Restricted Payments, except, so long as no Default or Event of Default has occurred and iscontinuing or would be caused thereby: 91(i) distributions and dividends by any Subsidiaries of the Administrative Borrower to any Obligor; and(ii) [Reserved].(b) Subject to Section 6.4(c), the Obligors will not, and will not permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apartany sum for (i) any payment or prepayment, redemption, retirement, defeasance or acquisition of or with respect to (A) any Subordinated Debt, (B) anyPermitted Debt referred to in clauses (a), (b), (f) or (g) of the definition thereof or (C) except as expressly provided in Section 2.8, the Prepetition TermLoan Obligations, or (ii) any scheduled payment, redemption or retirement of or with respect to any Subordinated Debt(c) The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for any paymentor prepayment, redemption, retirement, defeasance or acquisition of or with respect to the 2011 Convertible Subordinated Debentures.Section 6.5 Sale or Transfer of Assets; Suspension of Business Operations. The Obligors will not, and will not permit any Subsidiary to, directly orindirectly, Dispose of all or any part of their properties or any interest therein (whether in one transaction or in a series of transactions) to any other Person, ormaterially reduce, or suspend, their business activities; provided, however, that the restrictions contained in this Section 6.5 shall not apply to:(a) the conveyance, lease or transfer of all or part of its properties by (i) an Obligor to another Obligor, (ii) a Non-Obligor to an Obligor, or (iii) a Non-Obligor to another Non-Obligor;(b) sales of Inventory to non-Affiliates in the ordinary course of business upon fair and reasonable terms not less favorable to the applicable Obligor orsuch Subsidiary than could be obtained on an arm’s-length basis from another unrelated third party;(c) sales or leases to non-Affiliates of surplus, obsolete or worn out assets, not used or useful in such Obligor’s business, in the ordinary course ofbusiness; provided that the aggregate fair market value of all such property so disposed of by the Obligors, at the time of disposal, shall not exceed$200,000 in any fiscal year;(d) Intercompany Debt permitted under Section 6.3;(e) [Reserved];(f) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; 92(g) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business;(h) the granting of Permitted Liens;(i) the subleasing of the improved real property located at 101 Almgren Drive, Agawam, MA 01001 under the terms of a Sublease dated 12/31/2004 andeffective 01/07/2005 by and between School Specialty, Inc. as Sublessor and Vaupell Holdings, Inc. as Sublessee;(j) Leasing of science kits in connection with the refurbishment business of the Administrative Borrower and the Subsidiaries;(k) [Reserved];(l) [Reserved];(m) [Reserved];(n) [Reserved];(o) [Reserved];(p) [Reserved];(q) [Reserved]; and(r) [Reserved].Section 6.6 Restrictions on Issuance and Sale of Subsidiary Stock; Agreements Binding on Subsidiaries. The Obligors will not, and will not permitany Subsidiary to, directly or indirectly:(a) issue or sell any Equity Interests of any class of any Subsidiary to any Person other than an Obligor;(b) Dispose of any Equity Interests of any class of any Subsidiary; or(c) enter into, or be otherwise subject to, any instrument, contract or other agreement (including its Constituent Documents), or any other obligation orconstraint, that limits the amount of or otherwise imposes restrictions on:(i) the payment of dividends and distributions by any Subsidiary of the Administrative Borrower to the Administrative Borrower or any othersuch Subsidiary;(ii) the payment or prepayment by any Subsidiary of the Administrative Borrower of any Debt owed to the Administrative Borrower or any othersuch Subsidiary; 93(iii) the making of loans or advances by any Subsidiary of the Administrative Borrower to the Administrative Borrower or any other suchSubsidiary;(iv) the transfer by any Subsidiary of the Administrative Borrower of its property to the Administrative Borrower or any other such Subsidiary;or(v) the merger or consolidation of any Subsidiary of the Administrative Borrower with or into the Administrative Borrower or any other suchSubsidiary;provided that the foregoing shall not prohibit restrictions and conditions imposed by: (A) Applicable Laws which (taken as a whole) could notreasonably be expected to have a Material Adverse Effect, (B) the Loan Documents, and (C) the ABL DIP Credit Documents as in effect on the datehereof.Section 6.7 Consolidation, Dissolution, Amalgamation and Merger; Fundamental Changes; Asset Acquisitions; Officer Appointments. The Obligorswill not, and will not permit any Subsidiary to, alter the corporate, capital or legal structure of any Obligor or any of its Subsidiaries, consolidate oramalgamate with or merge into any Person, or permit any other Person to merge into it, or liquidate, wind-up or dissolve itself (or suffer any liquidation ordissolution), or reorganize or recapitalize, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all theassets of any other Person, or change its name or conduct its business under a fictitious name, or change its tax, charter or other organizational identificationnumber, or change its form or state of organization.Section 6.8 Restrictions on Nature of Business. The Obligors will not, and will not permit any Subsidiary to, acquire assets in, or engage, in any lineof business materially different from that in which the Obligors are presently engaged (or that is reasonably related thereto or a logical extension thereof), andwill not purchase, lease, license or otherwise acquire assets not related to such business. The Obligors will not make or permit any change in the manner inwhich they operate business transactions between the Obligors, on the one hand, and the Non-Obligors, on the other hand, that could reasonably be expected tobe adverse to the interests of the Agent or the Secured Parties.Section 6.9 Prohibition of Entering into Negative Pledge Arrangements. The Obligors will not, and will not permit any Subsidiary to, enter into anyagreement, bond, note or other instrument with or for the benefit of any Person other than the Secured Parties which would:(a) prohibit such Obligor or such Subsidiary from granting, or otherwise limit the ability of such Obligor or such Subsidiary to grant, to the Agent orthe Secured Parties or the ABL DIP Agent or the ABL DIP Credit Lender any Lien on any assets or properties of such Obligor or such Subsidiary, exceptthat the documents pertaining to the Permitted PMM/Capital Lease Debt may prohibit Liens on the permitted assets securing or otherwise related to suchPermitted PMM/Capital Lease Debt; or(b) be violated or breached by the Obligors’ performance of their obligations under the Loan Documents or the ABL DIP Credit Documents. 94Section 6.10 Accounting. The Obligors will not, and will not permit any Subsidiary to, adopt any material change in accounting principles, other thanas required by GAAP, or adopt, permit or consent to any change in its fiscal year from the year ending on the last Saturday in April of each year, except withthe consent of the Administrative Agent, or enter into, modify, or terminate any agreement currently existing, or at any time hereafter entered into with any thirdparty accounting firm or service bureau for the preparation or storage of any Group Member’s accounting records without said accounting firm or servicebureau agreeing to provide Agent information regarding the Group Members’ financial condition.Section 6.11 Hazardous Substances. The Obligors will not, and will not permit any Subsidiary to, cause or permit any Hazardous Substances to bedisposed of in any manner which might result in any liability to any Group Member, on, under or at any Real Property which is operated by any GroupMember or in which any Group Member has any interest (including, but not limited to, as owner, tenant, lessee, sublessee or otherwise).Section 6.12 Transactions with Affiliates. The Obligors will not, and will not permit any Subsidiary to, enter into or be a party to any transaction orarrangement, including, without limitation, the purchase, sale, lease, license, transfer or exchange or other Disposition of property, the rendering of any serviceor the payment of any management fees, with any Affiliate, except:(a) (i) transactions between or among the Obligors not involving any other Affiliate, (ii) transactions between or among Obligors and Non-Obligors in theordinary course of business on terms no less favorable to the Obligors than would be obtained in a comparable arm’s length transaction with a Personthat is not an Affiliate, and (iii) transactions between or among Non-Obligors;(b) any Debt permitted under clauses (a) or (c) of the defined term Permitted Debt;(c) any payment permitted by Section 6.4;(d) [Reserved];(e) [Reserved];(f) transactions (other than the payment of management, consulting, monitoring, or advisory fees) between School Specialty or its Subsidiaries, on theone hand, and any Affiliate of School Specialty or its Subsidiaries, on the other hand, so long as such transactions (i) are fully disclosed to theAdministrative Agent prior to the consummation thereof, if they involve one or more payments by School Specialty or its Subsidiaries in excess of$250,000 for any single transaction or series of related transactions, and (ii) are no less favorable, taken as a whole, to School Specialty or itsSubsidiaries, as applicable, than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate;(g) so long as it has been approved by School Specialty’s or its applicable Subsidiary’s board of directors (or comparable governing body) inaccordance with applicable law, any indemnity provided for the benefit of directors (or comparable managers) of School Specialty or its applicableSubsidiary; and 95(h) so long as it has been approved by School Specialty’s or its applicable Subsidiary’s board of directors (or comparable governing body) inaccordance with applicable law, the payment of reasonable compensation, severance, or employee benefit arrangements to executive officers and outsidedirectors of School Specialty and its Subsidiaries.Each Obligor will cause each of its Non-Obligor Subsidiaries to comply with all of the terms of the Intercompany Subordination and PaymentAgreement. Notwithstanding anything contained in this Agreement to the contrary, (x) except for Intercompany Debt permitted under Section 6.3(b), no Obligorshall enter into any transaction with, make any loan, advance or other investment in, or otherwise transfer any property to any Non-Obligor, and (y) theObligors shall not directly or indirectly declare, order, pay, make or set apart any sum for any payment or prepayment, redemption, retirement, defeasance oracquisition of or with respect to Intercompany Debt owed by any Obligor to any Non-Obligor, except in an aggregate amount not in excess of $250,000 over theterm of this Agreement.Section 6.13 No Amendments of Organization Documents, Material Contracts or ABL DIP Credit Documents. The Obligors will not, and will notpermit any Subsidiary to, amend, supplement, terminate, suspend or otherwise modify in any way (a) any Constituent Documents pertaining to any GroupMember or (b) any Material Contract in any manner that could be adverse to the Secured Parties or that could have a Material Adverse Effect. The Obligorswill not, and will not permit any Subsidiary to, agree to any amendment or other modification, refinancing, extension or renewal of, or waive any of theirrespective rights under, the ABL DIP Credit Documents except as permitted under the Intercreditor Agreement (as in effect on the date hereof). Without limitingthe foregoing, the Obligors will not, and will not permit any Subsidiary to, amend or otherwise modify, refinance, extend or renew or otherwise change theterms of any other Debt listed on Schedule 6.2, or make any payment consistent with an amendment, refinancing, extension or renewal thereof or changethereto, if the effect of such amendment, refinancing, extension or renewal or change is to increase the interest rate on, or fees or premiums payable with respectto, such Debt, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, make more restrictive any covenant or otheragreement of any Obligor or Subsidiary thereunder, change any event of default or condition to an event of default with respect thereto (other than to eliminateany such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change thesubordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of suchamendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer anyadditional rights on the holders of such Debt (or a trustee or other representative on their behalf) which would be adverse to any Obligor or to the SecuredParties, in each case as determined by the Administrative Agent (at the direction of the Required Lenders in their sole discretion). 96Section 6.14 No Sale-Leaseback Transactions. The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, become or remainliable as lessee or as a guarantor or other surety with respect to any lease (including without limitation, a Lease), whether an operating lease or a capitalizedlease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that any Group Member has sold or transferred or is tosell or transfer to any other Person (other than any other Group Member) or (ii) that any Group Member intends to use for substantially the same purpose asany other property that has been or is to be sold or transferred by any Group Member to any Person (other than any Group Member) in connection with suchlease, in each case except for those lease transactions existing as of the Closing Date and set forth on Schedule 6.14.Section 6.15 Anti-Terrorism Laws. The Obligors will not, and will not permit any Subsidiary to, knowingly (i) conduct any business or engage in anytransaction or dealing with any Blocked Person, including making or receiving any contribution of funds, goods or services to or for the benefit of anyBlocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive OrderNo. 13224; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,any of the prohibitions set forth in the Executive Order No. 13224 or the USA Patriot Act. The Obligors shall deliver to the Administrative Agent anycertification or other evidence reasonably requested from time to time by the Administrative Agent (at the direction of the Required Lenders in their solediscretion), confirming the Obligors’ and their Subsidiaries’ compliance with this Section 6.15.Section 6.16 Total Outstanding ABL DIP Amount. The Obligors will not permit the Total Outstanding ABL DIP Amount to exceed $175,000,000.Section 6.17 [Reserved].Section 6.18 [Reserved].Section 6.19 [Reserved].Section 6.20 [Reserved].Section 6.21 [Reserved].Section 6.22 [Reserved].Section 6.23 Inventory at Bailees. The Administrative Borrower will not, and will not permit any of its Subsidiaries to, store any of its Inventory at anytime with a bailee, warehouseman, or similar party except to the extent the aggregate amount of such Inventory does not exceed $38,000,000 during the periodcommencing on May 1st through September 30 of each year and does not exceed $10,000,000 at any other time.Section 6.24 Maximum ABL Outstandings. The Borrowers will not permit the aggregate amount of (x) ABL DIP Credit Loans and LC Obligationsoutstanding under the ABL DIP Credit Documents, (y) loans, outstanding letters of credit and reimbursement obligations in respect of drawn letters of creditunder any replacement or refinancing of the ABL DIP Credit Documents, and (z) fees payable by the Group Members in connection with the foregoing, at anytime to exceed 107.5% of the amount, at such time, of the Stated Borrowing Base. 97Section 6.25 Proceeds of Term Loan Priority Collateral. The Borrowers will not permit any Net Cash Proceeds of any Dispositions of property of theObligors constituting Term Loan Priority Collateral (including without limitation from a Carson-Dellosa Drag-Along Sale) to fail to be deposited, immediatelyupon receipt thereof by any Group Member, in the Term Loan Priority Collateral Deposit Account. In the case of any Disposition (or series of relatedDispositions) of property of the Obligors that includes assets constituting Term Loan Priority Collateral, for which the aggregate consideration received by theObligors exceeds $50,000, the Obligors shall (x) no later than two Business Days prior to consummation of such Disposition or of the first Disposition insuch series, notify in writing each of the Agent and the ABL DIP Agent, and such notice shall specify (1) the property to be so Disposed of, and the portion ofsuch property constituting Term Loan Priority Collateral, (2) the aggregate consideration to be received by the Obligors in connection with such Disposition orDispositions, (3) the amount of the Net Cash Proceeds to be received by the Obligors in connection with such Disposition or Dispositions, and (4) the amountof the Net Cash Proceeds to be received by the Obligors in connection with such Disposition or Dispositions that is to be deposited in the Term Loan PriorityCollateral Deposit Account, and (y) immediately upon receiving any Net Cash Proceeds in respect of such Disposition or Dispositions, notify in writing eachof the Agent and the ABL DIP Agent, and such notice shall specify (1) the amount of the Net Cash Proceeds so received by the Obligors, and (2) the amount ofthe Net Cash Proceeds so received by the Obligors that has been deposited in the Term Loan Priority Collateral Deposit Account.Section 6.26 Select Agendas Legal Opinion. The Borrowers will not permit the revenues of Select Agendas, Corp. (or any successor entity) to exceed$5,000,000 in any trailing twelve month period, prior to the date on which the Agent shall have received (x) the executed and favorable legal opinions of NovaScotia counsel (or other applicable local counsel, in the case of a successor entity) to Select Agendas, Corp. (or such successor entity), addressing suchmatters as the Administrative Agent may reasonably request, and (y) executed and, if applicable, notarized security documentation under the laws of Quebec,effective to grant and perfect a Lien in all property of Select Agendas, Corp. (or such successor entity) under the laws of Quebec in favor of the CollateralAgent to secure the Obligations, together with the executed and favorable legal opinions of Quebec counsel to Select Agendas, Corp. (or such successor entity),addressing such matters as the Administrative Agent (at the direction of the Required Lenders) may reasonably request.Section 6.27 Premier School Agendas Investments. Notwithstanding anything else to the contrary in this Agreement, the Borrowers will not permitPremier School Agendas, Ltd. or any other Non-Obligor to (x) make a Restricted Payment to any Obligor constituting (or giving such Obligor any right toreceive from Premier School Agendas, Ltd. or any other Non-Obligor) cash or Cash Equivalents, or (y) make any loan or advance to, or investment of cash orCash Equivalents in, any Obligor.Section 6.28 Chapter 11 Claims. The Borrowers will not, and will not permit any Borrower to, incur, create, assume, suffer to exist or permit any othersuper priority claim or Lien on any Collateral which is pari passu with or senior to the Obligations (or the Liens securing the Obligations) hereunder, except ineach case for the Carve Out, and Liens with respect to the ABL DIP Credit Priority Collateral. 98Section 6.29 Prohibited Use of Proceeds. Unless and to the extent provided in the DIP Order or Section 2.8, the Borrowers will not, and will not permitany Borrower (a) to, use any cash or Cash Equivalents (including any proceeds of the Loans) to fund any objection, proceeding or other litigation (i) againstthe Administrative Agent or the Lenders, (ii) challenging the validity, perfection, priority, extent or enforceability of the Liens or security interests granted to theAdministrative Agent or the Lenders or (iii) challenging, disputing or objecting to the claims of the Administrative Agent or the Lenders or (b) to use theproceeds of any Loan to (i) repay or prepay any of the Debt under the Prepetition ABL Credit Documents or the ABL DIP Credit Documents (including anyinterest, fees, costs and expenses, tax or indemnification obligations), (ii) any Taxes incurred upon or as a result of the Disposition of the ABL DIP CreditPriority Collateral or (iii) affirmatively commencing or supporting, or paying any professional fees incurred in connection with, any adversary proceeding,motion or other action that seeks to challenge, contest or otherwise seek to impair or object to the validity, extent, enforceability or priority of the Liens, claimsor rights in favor of the Agent or the Lender (or any of their affiliates).Section 6.30 Amendments to the DIP Order. The Borrowers will not, and will not permit any Borrower to, in each case itself or on its behalf, amend,supplement or otherwise modify the DIP Order without the written consent of the Administrative Agent (at the direction of the Required Lenders in their solediscretion).Section 6.31 Variance Test. Borrowers will not permit(a) (i) the aggregate amount of the actual receipts of the type set forth in the line item “Collections” on the accepted thirteen-week cash flow forecast underthe Approved Budget during any first fiscal week of any fiscal month of the Administrative Borrower (the first such fiscal week ending on March 9,2013) (each, a “Single Test Week”) to be less than 75% of the budgeted amount, or (ii) the average amount of such actual receipts in any rolling twofiscal week period of any fiscal month of the Administrative Borrower (for the avoidance of doubt, such rolling two fiscal week period ends on the endof the second, third, fourth and (if applicable) fifth fiscal week of each fiscal month) (each, a “Rolling Two Week Test Period”) to be less than 80% ofthe average budgeted amounts for such period, in each case of (i) and (ii), set forth in the line item “Collections” on the accepted thirteen-week cash flowforecast under the Approved Budget;(b) the average amount of the actual disbursements of the type set forth in the line item “Payroll” on the accepted thirteen-week cash flow forecast underthe Approved Budget in any Rolling Two Week Test Period to exceed 110% of the average of the budgeted amounts for such period set forth in the lineitem “Payroll” on the accepted thirteen-week cash flow forecast under the Approved Budget;(c) (i) the aggregate amount of the actual disbursements of the type set forth in any of the line items “Debtor Professional Fees”, “Professional Fees forUnsecured Creditors”, “AP Disbursement” and “Total Disbursements” on the accepted thirteen-week cash flow forecast under the Approved Budget inany Single Test Week to exceed 115% of the budgeted amount, or (ii) the average amount of each type of such disbursements in any Rolling Two WeekTest Period to exceed 110% of the average of the budgeted amounts 99for such period, in each case of (i) and (ii), set forth in the corresponding line item “Debtor Professional Fees”, “Professional Fees for UnsecuredCreditors”, “AP Disbursement” and “Total Disbursements” on the accepted thirteen-week cash flow forecast under the Approved Budget;(d) (i) the sum of the aggregate amounts of the actual disbursements of the types set forth in line items “Debtor Professional Fees”, “Professional Fees forUnsecured Creditors” and “Restructuring/Other Profess. Fees” on the accepted thirteen-week cash flow forecast under the Approved Budget (the“Professional Fees Line Items”) in any Single Test Week to exceed 115% of sum of the budgeted amounts, or (ii) the average amount of the sum of suchtypes of disbursements in any Rolling Two Week Test Period to exceed 110% of the average of the sum of the budgeted amounts for such period, in eachcase of (i) and (ii), set forth in the Professional Fees Line Items on the accepted thirteen-week cash flow forecast under the Approved Budget; or(e) (i) the aggregate amount of the actual net cash flows of the type set forth in any of the line items “Net Cash Flows” on the accepted thirteen-week cashflow forecast under the Approved Budget during any Single Test Week to be (x) less than 85% of the budgeted amount if such budgeted amount ispositive or (y) more than 115% of the budgeted amount if such budgeted amount is negative, or (ii) the average amount of such type of net cash flows inany Rolling Two Week Test Period to be (x) less than 85% of the average of the budgeted amounts for such period if such average is positive or (y) morethan 115% of the average of the budgeted amounts if such average is negative, in each case of (i) and (ii), set forth in the corresponding line item “NetCash Flows” on the accepted thirteen-week cash flow forecast under the Approved Budget.ARTICLE VIIEVENTS OF DEFAULT; RIGHTS AND REMEDIESSection 7.1 Events of Default. “Event of Default”, wherever used herein, means any one of the following events or circumstances:(a) Failure to pay any principal of any Loan or Note, in each case when the same becomes due and payable (whether at stated maturity or due date, ondemand, upon acceleration or otherwise); or(b) Failure to pay any interest on any Loan or Note or other Obligation, or any fees, costs, expenses, indemnities, reimbursements or other amountsrequired to be paid by any Obligor under this Agreement or any other Loan Document, in each case when the same becomes due and payable (whether atstated maturity or due date, on demand, upon acceleration or otherwise); or(c) (i) Any Group Member shall default in the performance of, or breach, any covenant or other agreement on the part of, or applicable to, such GroupMember contained in this Agreement or any other Loan Document (other than a covenant or agreement a default in whose performance or whose breach iselsewhere in this Section 7.1 specifically dealt with), and, solely in the case of a default in the performance of the provisions in Sections 5.2, 5.3, 5.4,5.5, 5.11(b), 5.14, such default and all consequences thereof have not been cured within five (5) days; or (ii) any Default or default or Event ofDefault or event of default shall occur under any ABL DIP Credit Documents; or 100(d) Except pursuant to a valid, binding and enforceable termination or release permitted under the Loan Documents and executed by the AdministrativeAgent or as otherwise expressly permitted under any Loan Document, (i) any provision of any Loan Document shall, at any time after the delivery ofsuch Loan Document, fail to be valid and binding on, or enforceable against, any Obligor party thereto, (ii) any Loan Document purporting to grant aLien to secure any Obligation shall, upon or at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on anyCollateral or such Lien shall fail or cease to be a perfected Lien with the priority required in the relevant Loan Document, (iii) any subordinationprovision pertaining to Subordinated Debt shall, in whole or in part, terminate or otherwise fail or cease to be valid and binding on, or enforceableagainst, any holder of Subordinated Debt or any trustee or representative thereof, or (iv) any Group Member, or any Affiliate thereof, shall assert thatany of the events described in clause (i), (ii) or (iii) above shall have occurred or exist, or shall contest the validity or enforceability of any LoanDocument, or of any such Lien or subordination provision; or the perfection or priority of any such Lien; or(e) [Reserved]; or(f) Any representation, warranty or certification made, or deemed made, by or on behalf of any Group Member (or any of the officers of any such entity)in this Agreement or any other any Loan Document (including pursuant to any request for Loans), or in any other certificate, instrument, or statementcontemplated by or made or delivered pursuant to or in connection with any Loan Document, shall prove to have been untrue or incorrect in any materialrespect (of if such representation is subject to materiality exceptions, in any respect) when made or deemed made; or(g) After the Petition Date, one or more judgments, orders, decrees, writs, or warrants of attachment or execution (or other similar process) shall berendered against any Group Member or issued or levied against a substantial part of the property of any Group Member (i) (A) in the case of moneyjudgments, orders and decrees, involving an aggregate amount (excluding amounts adequately covered by insurance payable to any Group Member, tothe extent the relevant insurer has confirmed in writing coverage and liability therefor) in excess of $200,000 for all Group Members in the aggregate, or(B) otherwise, that would have, in the aggregate, a Material Adverse Effect and (ii) (A) enforcement proceedings shall have been commenced by anycreditor upon any such judgment, order, decree, writ, warrant or similar process or (B) such judgment, order, decree, writ, warrant or similar processshall not have been vacated or discharged for a period of 20 consecutive days and there shall not be in effect (by reason of a pending appeal or otherwise)any stay of enforcement thereof; or(h) Any Group Member is convicted of, or admits in writing its culpability for, a violation of (i) any criminal statute (or non-statutory Applicable Lawrelating to criminal offenses) in any jurisdiction constituting a felony offense or, whether or not a felony 101offense, an act of fraud, money laundering, larceny or similar offense or (ii) any statute or other Applicable Law, if forfeiture of, or the imposition of aLien or other claim by any Person (other than the Collateral Agent) on or in respect of, any Collateral is a possible remedy or penalty that may lawfullybe sought for such violation; or(i) After the Petition Date, any Group Member (i) fails to make any payment when due (whether by scheduled maturity, required prepayment,acceleration, demand, or otherwise) in respect of any Debt incurred or arising after the Petition Date (other than the Obligations) having an aggregateprincipal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicatedcredit arrangement) of more than $200,000, or in respect of any other material contractual obligation or agreement of such Group Member incurred orarising after the Petition Date (including any Material Contract), and such failure continues after the applicable grace or notice period, if any, specified inthe document relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenant incurred or arising after thePetition Date under any agreement or instrument relating to any such Debt, contractual obligation or other agreement, or any other event shall occur orcondition exist under any agreement or instrument relating to any such Debt, contractual obligation or other agreement, that is a default or event ofdefault thereunder or gives rise to a right of any other Person to terminate any such agreement or accelerate any such Debt; or (iii) permits to occur orexist after the Petition Date any default or early termination event with respect to any Hedge Agreement to which any Group Member is a party underwhich the aggregate liability of the Group Members is more than $200,000, other than (x) any default arising prior to the Petition Date, (y) due to thefiling, commencement and continuation of the Chapter 11 Cases and any litigation resulting therefrom), or (z) due to restrictions on payments arisingthereby; or(j) Any occurrence of one or more ERISA Events that, either individually or in the aggregate, (a) have had or could reasonably be expected to result in aLiability in excess of $50,000 or (b) result in a Lien on any of the assets of any Group Member; or(k) Any Group Member incurring or becoming liable for, or (except to the extent disclosed on Schedule 4.12) being liable for or suffering to exist, anyEnvironmental Liability (i) that, individually or in the aggregate together with all other such Environmental Liabilities of the Group Members taken as awhole, could reasonably be expected to have a Material Adverse Effect or result in a material diminution of the value of the Collateral, or (ii) in anaggregate amount, collectively for all such Environmental Liabilities, in excess of $50,000; or(l) Except to the extent permitted by Section 6.5, any Group Member shall liquidate, dissolve, terminate or suspend its business operations or anysubstantial part thereof or otherwise fail to operate its business in the ordinary course (except for the filing, commencement and continuation of theChapter 11 Cases and events that customarily result from the filing, commencement and continuation of the Chapter 11 Cases), or shall sell all or amaterial part of its assets, or a material part of its property or business is taken, lost or impaired through condemnation or otherwise, the loss of whichcould reasonably be expected to have a Material Adverse Effect, or the management of any Group Member or is displaced of its authority in the conductof its business or such business is curtailed or materially impaired, whether by action of any Governmental Authority or otherwise; or 102(m) A Change of Control shall occur; or(n) A Material Adverse Effect shall occur; or(o) There shall occur one or more casualty or condemnation losses (excluding amounts adequately covered by insurance payable to any Group Member,to the extent the relevant insurer has confirmed in writing coverage and liability therefor) in an aggregate amount in excess of $200,000 in connection withthe properties of the Group Members; or(p) Any scheduled or non-scheduled payment, redemption, retirement, or other satisfaction of or with respect to any principal, interest or other amountpayable on or with respect to any Subordinated Debt shall occur; or(q) [Reserved]; or(r) A Cash Dominion Event shall occur; or(s) There shall have occurred any of the following in any Chapter 11 Case:(i) the bringing of a motion, taking of any action or the filing of any plan of reorganization or disclosure statement attendant thereto, in each case,by any Obligor in any Chapter 11 Case, or the entry of any order by the Bankruptcy Court in any Chapter 11 Case: (w) to obtain additional financingunder Section 364(c) or (d) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement or that does not provide for the repayment of allObligations under this Agreement in full in cash; (x) to grant any Lien other than Liens expressly permitted under this Agreement upon or affecting anyCollateral; (y) except as provided in the Interim or Final Order, as the case may be, to use cash collateral of Agent under Section 363(c) of theBankruptcy Code without the prior written consent of the Agent and the Required Lenders; or (z) that (in the case of any Obligor) requests or seeksauthority for or that (in the case of an order entered by the Bankruptcy Court on account of a request by any Obligor) approves or provides authority totake any other action or actions adverse to the Agent and the Lenders or their rights and remedies hereunder or their interest in the Collateral;(ii) the filing of any plan of reorganization or disclosure statement attendant thereto, or any direct or indirect amendment to such plan or disclosurestatement, by any Obligor which does not provide for the repayment of all Obligations under this Agreement in full in cash on the earlier of the“Effective Date” of such plan and the Maturity Date, and to which the Agent and the Required Lenders do not consent or otherwise agree to the treatmentof their claims or the termination of any Obligor’s exclusive right to file and solicit acceptances of a plan of reorganization; 103(iii) the entry of an order in any of the Chapter 11 Cases confirming a plan or plans of reorganization that does not (a) contain a provision forrepayment in full in cash of all of the Obligations under this Agreement on or before the earlier of the effective date of such plan or plans and theMaturity Date and (b) provide for the continuation of the Liens and security interests granted to the Collateral Agent for the benefit of the Lenders andpriority until the Obligations have been paid in full in cash;(iv) the entry of an order amending, supplementing, staying, vacating or otherwise modifying any Loan Document or the Interim Order or theFinal Order in any case without the prior written consent of Agent and the Required Lenders;(v) the Final Order is not entered on or before March 15, 2013 (or such other period as Agent and Required Lenders may agree to in writing);(vi) the payment of, or application by any Obligor for authority to pay, any pre-petition claim without the Required Lenders’ prior written consentother than as provided in any “first day order” in form and substance acceptable to Required Lenders and as set forth in the Approved Budget or unlessotherwise permitted under this Agreement;(vii) the entry of an order by the Bankruptcy Court appointing, or the filing of an application by any Obligor, for an order seeking theappointment of, in either case with the consent of the Required Lenders, an interim or permanent trustee in any Chapter 11 Case or the appointment of areceiver or an examiner under section 1104 of the Bankruptcy Code in any Chapter 11 Case with expanded powers (beyond those set forth in sections1106(a)(3) and 1106(a)(4) of the Bankruptcy Code) to operate or manage the financial affairs, the business, or reorganization of the Borrowers or withthe power to conduct an investigation of (or compel discovery from) Agent or Lenders; or the sale without the Required Lenders’ consent, of all orsubstantially all of a Borrower’s assets either through a sale under section 363 of the Bankruptcy Code, through a confirmed plan of reorganization inthe Chapter 11 Cases, or otherwise that does not provide for payment in full in cash of the Obligations;(viii) the dismissal of any Chapter 11 Case which does not contain a provision for payment in full in cash of all noncontingent monetaryObligations of the Borrowers hereunder, or if any Obligor shall file a motion or other pleading seeking the dismissal of any Chapter 11 Case which doesnot contain a provision for payment in full in cash of all noncontingent monetary Obligations of the Borrowers hereunder;(ix) the conversion of any Chapter 11 Case from one under chapter 11 to one under chapter 7 of the Bankruptcy Code or any Obligor shall file amotion or other pleading seeking the conversion of any Chapter 11 Case under section 1112 of the Bankruptcy Code or otherwise;(x) the entry of an order by the Bankruptcy Court granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code(x) to allow any creditor to execute upon or enforce a Lien on any Collateral, or (y) with respect to any Lien of or the granting of any Lien on anyCollateral to any state or local environmental or regulatory agency or authority; 104(xi) the entry of an order in any Chapter 11 Case avoiding or requiring repayment of any portion of the payments made on account of theObligations owing under this Agreement or the other Loan Documents;(xii) the failure of any Obligor to perform any of its obligations under the Interim Order or the Final Order or any violation of any of the terms ofthe Interim Order or the Final Order;(xiii) [Reserved];(xiv) the remittance, use or application of the proceeds of Collateral other than in accordance with cash management procedures and agreementsacceptable to the Required Lenders;(xv) [Reserved];(xvi) the entry of an order in any of the Chapter 11 Cases granting any other super priority administrative claim or Lien equal or superior to thatgranted to Agent, on behalf of itself and Lenders without the consent in writing of Agent and Required Lenders other than Liens with respect to the ABLDIP Credit Priority Collateral;(xvii) the filing of a motion by any Obligor requesting, or the entry of any order granting, any super-priority claim which is senior or pari passuwith the Lenders’ claims;(xviii) the entry of an order precluding the Agent to have the right to or be permitted to “credit bid”;(xix) the obtaining of additional financing or the granting of Liens not expressly permitted hereunder;(xx) the use of cash collateral without the prior written consent of the Required Lenders;(xxi) any attempt by an Obligor to reduce, set off or subordinate the Obligations or the Liens securing such Obligations to any other Debt;(xxii) the reversal, vacation or stay of the effectiveness of either the Interim Order or the Final Order;(xxiii) the payment of or granting adequate protection (except for Adequate Protection Payments) with respect to any Prepetition Indebtedness (otherthan with respect to payment permitted as set forth in the Interim Order or the Final Order); 105(xxiv) an application for any of the orders described in this Section 7.1(s) including, without limitation, clauses (i), (iii), (iv), (viii), (ix), (x),(xi) (xvi) or (xviii) shall be made by a Person other than the Agent or the Lenders and such application is not contested by the Borrowers in good faithand the relief requested is granted in an order that is not stayed pending appeal;(xxv) the cessation of Liens or super-priority claims granted with respect to this Agreement to be valid, perfected and enforceable in all respects; or(xxvi) the Bankruptcy Court shall cease to have exclusive jurisdiction with respect to all matters relating to the exercise of rights and remediesunder the Loan Documents, the DIP Order, DIP Liens and the Collateral;(xxvii) [Reserved];(t) A representative of Alvarez & Marsal ceases to serve as chief restructuring officer and the Administrative Borrower fails to appoint a replacementreasonably acceptable to the Required Lenders within seven days following such cessation of service; or(u) Any creditor executes upon or enforces a Lien in any Collateral; provided, however, that any exercise of rights under the Consent Order GrantingMotion of Comerica Bank for Relief from the Automatic Stay entered by the Bankruptcy Court (Docket #276) shall not be an Event of Default; or(v) Any Insolvency Proceeding is commenced by or against a Group member that is not a Debtor in the Chapter 11 Cases without the consent of theAdministrative Agent.Section 7.2 Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default (unless waived in writing by the RequiredLenders), the Administrative Agent (at the direction of the Required Lenders) may upon five (5) days’ written notice to the Administrative Borrower (and, uponwritten request of the Required Lenders, the Administrative Agent shall) exercise any or all of the following rights and remedies:(a) declare all or any portion of the Commitments, if then in effect, to be terminated, whereupon the same shall forthwith terminate;(b) declare all or any portion of the unpaid principal amount of the Loans, all interest accrued and unpaid thereon, and all other Obligations to beforthwith immediately due and payable or otherwise accelerated, whereupon the Loans, all such accrued interest and all such other Obligations shallbecome and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waivedby each Obligor;(c) apply any and all monies owing by any Secured Party to any Group Member to the payment of the Loans, including interest accrued thereon, or topayment of any or all other Obligations then owing by the Obligors;(d) exercise and enforce the rights and remedies available to the Agent, the Lenders or any other Secured Party under any Loan Document and underApplicable Law, including all rights and remedies with respect to the Collateral under the Loan Documents and under Applicable Law; and 106(e) exercise any other rights and remedies available to the Agent (including, without limitation, hereunder and under any other Loan Documents), theLenders or any other Secured Party under Applicable Law, any Loan Document or otherwise.Such rights and remedies include the rights (subject to the provisions of the Intercreditor Agreement, where applicable) to (i) take possession of any Collateral;(ii) require the Obligors to assemble Collateral, at the Obligors’ expense, and make it available to the Collateral Agent at a place designated by the CollateralAgent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by anObligor, such Obligor agrees not to charge for such storage); and (iv) Dispose of any Collateral in its then condition, or after any further manufacturing orprocessing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, and at such locations, all as theCollateral Agent, in its discretion, deems advisable. Each Obligor agrees that 10 days’ notice of any proposed Disposition of Collateral by the Collateral Agentshall be reasonable. The Collateral Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may beadjourned from time to time in accordance with Applicable Law. The Collateral Agent shall have the right to Dispose of any Collateral for cash, credit or anycombination thereof, and the Collateral Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of thepurchase price, may “credit bid” or otherwise set off the amount of such price against the Obligations.Each Obligor hereby agrees that: (a) so long as the Agent complies with its obligations, if any, under the UCC, the Agent, the Lenders, and the other SecuredParties shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising inany manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwardingagency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by the Obligors.At any time during an Event of Default, the Agent, the Lenders, the other Secured Parties and any of their Affiliates are authorized, to the fullest extentpermitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at anytime held and other obligations (in whatever currency) at any time owing by the Agent, such Lender, such other Secured Party or such Affiliate to or for thecredit or the account of an Obligor against any Obligations, irrespective of whether or not the Agent, such Lender, such other Secured Party or such Affiliateshall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owedto a branch or office of the Agent, such Lender, such other Secured Party or such Affiliate different from the branch or office holding such deposit or obligatedon such obligation. The rights of the Agent, each Lender, each such other Secured Party and each such Affiliate under this Section are in addition to otherrights and remedies (including other rights of setoff) that such Person may have. 107ARTICLE VIIIAGREEMENT AMONG LENDERS AND AGENTSection 8.1 Authorization; Powers. Each Lender irrevocably appoints and authorizes the Administrative Agent to act as administrative agent, and theCollateral Agent to act as collateral agent, for and on behalf of such Lender to the extent provided herein, in any Loan Documents (including by way of actingas “Secured Party” under any Loan Document relating to Collateral) or in any other document or instrument delivered hereunder or in connection herewith, andto take such other actions as may be reasonably incidental thereto. The Administrative Agent agrees to act as administrative agent for each Lender, and theCollateral Agent agrees to act as collateral agent for each Lender, upon the express conditions contained in this Article VIII, but in no event shall the Agentconstitute a fiduciary of any Lender, nor shall the Agent have any fiduciary responsibilities in respect of any Lender. In furtherance of the foregoing, and notin limitation thereof, each Lender irrevocably (a) authorizes the Agent to execute and deliver and perform those obligations under each of the Loan Documents towhich the Agent is a party as are specifically delegated to the Agent, and to exercise all rights, powers and remedies as may be specifically delegated hereunderor thereunder, together with such additional powers as may be reasonably incidental thereto, (b) appoints the Agent as nominal beneficiary or nominal securedparty, as the case may be, under the Loan Documents and all related UCC financing statements (to the extent of the collateral security granted with respect tothe Obligations), and (c) authorizes the Agent to act as agent of and for such Lender for purposes of holding, perfecting and Disposing of Collateral under theLoan Documents. As to any matters not expressly provided for by the Loan Documents, the Agent shall not be required to exercise any discretion or take anyaction, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of theRequired Lenders or, if so required pursuant to Section 10.2, upon the instructions of all Lenders; provided, however, that except for action expressly requiredof the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction bythe Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, and the Agentshall not in any event be required to take any action which is contrary to the Loan Documents or Applicable Law.(a) The Lenders hereby irrevocably authorize Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment andsatisfaction in full by Borrowers of all of the Obligations, (ii) constituting property being Disposed of if a release is required or desirable in connectiontherewith and if Administrative Borrower certifies to Agent that the Disposition is permitted under Section 6.5 (and Agent may rely conclusively on anysuch certificate, without further inquiry), (iii) constituting property in which School Specialty or its Subsidiaries owned no interest at the time Agent’sLien was granted nor at any time thereafter, or (iv) constituting property leased to School Specialty or its Subsidiaries under a lease that has expired or isterminated in a transaction permitted under this Agreement. The Obligors and the Lenders hereby irrevocably authorize Agent, based upon theinstruction of the Required Lenders, to (a) consent to, credit bid or 108purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under theprovisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or through one ormore acquisition vehicles) all or any portion of the Collateral at any Disposition thereof conducted under the provisions of the UCC, including pursuantto Sections 9-610 or 9-620 of the UCC, or (c) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of theCollateral at any other sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. In connectionwith any such credit bid or purchase, (i) the Obligations owed to the Lenders shall be entitled to be, and shall be, credit bid on a ratable basis (withObligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delaythe ability of Agent to credit bid or purchase at such Disposition of the Collateral and, if such claims cannot be estimated without unduly delaying theability of Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased bymeans of such credit bid) and the Lenders shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid inrelation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle orvehicles that are used to consummate such purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cashconsideration, including debt and equity securities issued by such acquisition vehicle or vehicles and in connection therewith Agent may reduce theObligations owed to the Lenders (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations socredit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien onany Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise,the Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent’s authority to releaseany such Liens on particular types or items of Collateral pursuant to this Section 8.1(b); provided, that (1) Agent shall not be required to execute anydocument necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail anyconsequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge,affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Obligor in respect of) all interestsretained by any Loan Party, including, the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral. The Lendersfurther hereby irrevocably authorize Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any LoanDocument to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted PMM/Capital Lease Debt.(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by School Specialty or itsSubsidiaries or is cared for, protected, or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created,perfected, protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicable inrespect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve isappropriate or 109not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights,authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of theCollateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deemappropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other dutyor liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.Section 8.2 Application of Proceeds. The Agent, after deduction of any costs of collection, as provided in Section 8.5, shall remit to each Lender (to theextent a Lender is to share therein and subject to the provisions of Section 2.10(f)) that Lender’s pro rata share of all payments of principal, interest, premiumsand fees payable hereunder in accordance with such Lender’s appropriate Percentage. Each Lender’s interest under the Loan Documents shall be payable solelyfrom payments, collections and proceeds actually received by the Agent under the Loan Documents; and the Agent’s only liability to a Lender with respect toany such payments, collections and proceeds shall be to account for such Lender’s Percentage of such payments, collections and proceeds in accordance withthis Agreement. If the Agent is required for any reason to refund any such payments, collections or proceeds, each Lender will refund to the Agent, upondemand, its Percentage of such payments, collections or proceeds, together with its Percentage, or share, as applicable, of interest or penalties, if any, payableby the Agent in connection with such refund. If any Lender has wrongfully refused to fund its Percentage of any Loans, or if the outstanding principal balanceof the Loans made by any Lender is for any other reason less than its respective Percentage of the aggregate principal balance of all Loans, the Agent may remitpayments received by it to the other Lenders until such payments have reduced the aggregate amounts owed by the Borrowers to the extent that the aggregateamount of the Loans owing to such Lender hereunder are equal to its Percentage of the aggregate amounts of the Loans owing to all of the Lenders hereunder.The foregoing provision is intended only to set forth certain rules for the application of payments, proceeds and collections in the event that a Lender hasbreached its obligations hereunder and shall not be deemed to excuse any Lender from such obligations.Section 8.3 Exculpation. The Agent shall not be liable for any action taken or omitted to be taken by the Agent in connection with the Loan Documents,except for its own gross negligence, fraud or willful misconduct. The Agent shall be entitled to rely upon advice of counsel concerning legal matters, the adviceof independent public accountants with respect to accounting matters and advice of other experts as to any other matters and upon any Loan Document andany schedule, certificate, statement, report, notice or other writing which it reasonably believes to be genuine or to have been presented by a proper Person.Neither the Agent nor any of its Affiliates or any of its or their respective directors, officers, employees or agents shall be responsible or in any way liable withrespect to or for (a) any recitals, representations or warranties contained in, or for the execution, legality, validity, genuineness, sufficiency, effectiveness orenforceability of any Loan Document, or any other instrument or document delivered hereunder or in connection herewith, (b) the validity, genuineness,perfection, priority, effectiveness, enforceability, existence, value or enforcement of any Collateral, or (c) except for its own gross negligence, fraud or willfulmisconduct, any action taken or omitted by it. The designation of U.S. Bank (or any successor thereto as Agent) as 110Agent hereunder shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, U.S. Bank (or such successorthereto) in its individual capacity as Lender hereunder. Any reference herein to any matter being “to the satisfaction of” or “satisfactory to” the AdministrativeAgent shall require the affirmative approval of the Required Lenders. At all times, the Administrative Agent shall follow the instructions of the RequiredLenders unless a provision of a Loan Document explicitly states otherwise.Section 8.4 Use of the term “Agent”. The term “Agent” is used herein in reference to the Agent merely as a matter of custom. It is intended to reflect onlyan administrative relationship between the Agent and the Lenders, in each case as independent contracting parties. However, the obligations of the Agent shallbe limited to those expressly set forth herein and in no event shall the use of such term create or imply any fiduciary relationship or any other obligation arisingunder the general law of agency.Section 8.5 Reimbursement for Costs and Expenses. All payments, collections and proceeds received or effected by the Agent may be applied first to payor reimburse the Agent for all reasonable costs and expenses at any time incurred by or imposed upon the Agent in connection with this Agreement or any otherLoan Document (including but not limited to all reasonable attorney’s fees), foreclosure or liquidation expenses and advances made to protect the security ofany collateral (to the extent of the collateral security is granted with respect to the Obligations). If the Agent does not receive payments, collections or proceedssufficient to cover any such costs and expenses within five (5) days after their incurrence or imposition, each Lender shall, upon demand, remit to the Agentsuch Lender’s Percentage of the difference between (i) such costs and expenses and (ii) such payments, collections and proceeds, together with interest on suchamount for each day following the thirtieth day after demand therefor until so remitted at a rate equal to the Federal Funds Rate for each such day.Section 8.6 Payments Received Directly by Lenders. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, byapplication of offset or otherwise) on account of any Loan or on account of any interest, premium or fees under this Agreement (other than throughdistributions made in accordance with Section 8.2 hereof) in excess of such Lender’s applicable Percentage with respect to the Loan, such Lender shallpromptly give notice of such fact to the Agent and shall promptly remit to the Agent such amount as shall be necessary to cause the remitting Lender to sharesuch excess payment or other recovery ratably with each of the Lenders in accordance with their respective applicable Percentages, together with interest foreach day on such amount until so remitted at a rate equal to the Federal Funds Rate for each such day; provided, however, that if all or any portion of theexcess payment or other recovery is thereafter recovered from such remitting Lender or holder, the remittance shall be restored to the extent of such recovery.Section 8.7 Indemnification. Each Lender severally, but not jointly, hereby agrees to indemnify and hold harmless the Agent, as well as the Agent’sagents, employees; officers and directors, ratably according to their respective Percentages from and against any and all losses, liabilities (including liabilitiesfor penalties), actions, suits, judgment, demands, damages, costs, disbursements, or expenses (including attorneys’ fees and expenses, and costs of in-housecounsel) of any kind or nature whatsoever, which are imposed on, incurred by, or asserted against the Agent or its agents, employees, officers or directors inany way relating to or arising 111out of the Loan Documents, or as a result of any action taken or omitted to be taken by the Agent; provided, however, that no Lender shall be liable for anyportion of any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs disbursements, or expensesresulting from the gross negligence, fraud or willful misconduct of the Agent.Section 8.8 Agent and Affiliates. U.S. Bank (and any successor thereto as Agent) shall have the same rights and powers in its capacity as a Lenderhereunder as any other Lender and may exercise or refrain from exercising the same as though it were not the Agent, and U.S. Bank (or such successor) andits affiliates may accept deposits from and generally engage in any kind of business with the Group Members or their Affiliates as fully as if U.S. Bank (orsuch successor) were not the Agent hereunder.Section 8.9 Credit Investigation. Each Lender acknowledges that it has made such inquiries and taken such care on its own behalf as would have beenthe case had its Loans made directly by such Lender to the Borrowers without the intervention of the Agent or any other Lender. Each Lender agrees andacknowledges that the Agent and each other Lender makes no representations or warranties about the creditworthiness of the Obligors or any other party to thisAgreement or with respect to or for (a) any recitals, representations or warranties contained in, or for the execution, legality, validity, genuineness, sufficiency,effectiveness or enforceability of any Loan Document, or any other instrument or document delivered hereunder or in connection herewith, (b) the validity,genuineness, perfection, priority, effectiveness, enforceability, existence, value or enforcement of any Collateral.Section 8.10 Defaults. The Agent shall have no duty to inquire into any performance or failure to perform by the Group Members and shall not bedeemed to have knowledge of the occurrence of a Default or an Event of Default (other than under Sections 7.1(a) or 7.1(b)) hereof unless the Agent hasreceived notice from a Lender or a Borrower specifying the occurrence of such Default or Event of Default. In the event that the Agent receives such a notice ofthe occurrence of a Default or an Event of Default, the Agent shall give prompt notice thereof to the Lenders. In the event of any Default, the Agent shall (subjectto Section 8.7 hereof) (a) in the case of a Default that constitutes an Event of Default, not take any of the actions referred to in Section 7.2(b) hereof unless sodirected by the Required Lenders, and (b) in the case of any Default or Event of Default, take such actions with respect to such Default as shall be directed bythe Required Lenders; provided that, unless and until the Agent shall have received such directions, the Agent may take any action, or refrain from taking anyaction, with respect to such Default or Event of Default as it shall deem advisable in the best interest of the Lenders.Section 8.11 Obligations Several. The obligations of each Lender hereunder are the several obligations of such Lender, and neither any Lender nor theAgent shall be responsible for the obligations of any other Lender hereunder, nor will the failure by the Agent or any Lender to perform any of its obligationshereunder relieve the Agent or any other Lender from the performance of its respective obligations hereunder. Nothing contained in this Agreement, and noaction taken by any Lender or the Agent pursuant hereto or in connection herewith or pursuant to or in connection with the Loan Documents shall be deemed toconstitute the Lenders, together or with or without the Agent, as a partnership, association, joint venture, or other entity. 112Section 8.12 Sale or Assignment; Addition of Lenders. Except as permitted under the terms and conditions of this Section 8.12, no Lender may sell,assign or transfer its rights or obligations under this Agreement or such Lender’s Notes or Loans or Commitment.(i) Subject to the conditions set forth in paragraph (a)(ii) below, any Lender may at any time upon at least five Business Day’s advance notice tothe Administrative Agent and the Administrative Borrower assign to one or more assignees that (x) is a domestic or foreign bank (having a branch officein the United States), an insurance company, a hedge fund or analogous investment fund, an Approved Fund or any other financial institution(provided that such proposed assignee, if other than a fund, has capital and surplus, or in the case of a fund (other than an Approved Fund), has,together with all other funds under common management, investment assets, as applicable, in excess of $250 million), and (y) is not an Obligor or aGroup Member or an Affiliate of any of the foregoing or a natural person or a competitor of any Group Member whose primary business competes in thesame business segment and in the same geographic area as the Group Members (any such bank, insurance company, fund or Approved Fund meetingthe foregoing requirements, an “Applicant”) on any date (the “Adjustment Date”) selected by such Lender, all or a portion of such Lender’s rights andobligations under this Agreement (including all or a portion of its Commitment, the Notes and Loans at the time owing to it) with the prior writtenconsent of:(A) the Administrative Borrower (such consent not to be unreasonably withheld, delayed or conditioned); provided that no consent of theAdministrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Default or Event ofDefault has occurred and is continuing, any other assignee; and(B) the Administrative Agent (which consent of the Administrative Agent may be withheld or given in the Administrative Agent’s solediscretion); provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Note or Loan to aLender, an Affiliate of a Lender or an Approved Fund.(ii) Assignments shall be subject to the following additional conditions:(A) except in the case of any assignment made in connection with an assignment of the entire remaining amount of the assigning Lender’sCommitment and Notes and Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an ApprovedFund with respect to a Lender, the aggregate amount of the Commitment or, if the applicable Commitment is not then in effect, the principaloutstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment Certificatewith respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment Certificate, as of theTrade Date) shall not be less than $1.0 million, unless each of the Administrative Agent and, so long as no Default has occurred and iscontinuing, Administrative Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); 113(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligationsunder this Agreement with respect to the Loans or the Commitment, as applicable, assigned;(C) the Administrative Agent, the assigning Lender and such Applicant shall, on or before the Adjustment Date, execute and deliver to theAdministrative Agent an Assignment Certificate in substantially the form of Exhibit G (an “Assignment Certificate”);(D) if requested by the Administrative Agent, each Borrower will execute and deliver to the Administrative Agent, for delivery by theAdministrative Agent in accordance with the terms of the Assignment Certificate, (i) a new Note payable to the order of the Applicant in theamount corresponding to the applicable Loan acquired by such Applicant and (ii) a new Note payable to the order of the assigning Lender in theamount corresponding to the retained Loan. Such new Notes shall be in an aggregate principal amount equal to the principal amount of the Notesto be replaced by such new Notes, shall be dated the effective date of such assignment and shall otherwise be in the form of the Note to be replacedthereby. Such new Notes shall be issued in substitution for, but not in satisfaction or payment of, the Note being replaced thereby and such newNotes shall be treated as a Note) for all purposes of this Agreement; and(E) the assigning Lender shall pay to the Administrative Agent an administrative fee of $3,500.(iii) Any assignment or purported assignment to any Person that is not an Eligible Assignee shall be null and void. Upon the execution anddelivery of such Assignment Certificate and such new Notes, and effective as of the effective date thereof (A) this Agreement shall be deemed to beamended to the extent, and only to the extent, necessary to reflect the addition of such additional Lender and the resulting adjustment of the Percentagesarising therefrom, (B) the assigning Lender shall be relieved of all obligations hereunder to the extent of the reduction of the assigning Lender’sPercentage, and (C) the Applicant shall become a party hereto and shall be entitled to all rights, benefits and privileges accorded to a Lender herein and ineach other Loan Document or other document or instrument executed pursuant hereto and subject to all obligations of a Lender hereunder, including,without limitation, the right to approve or disapprove actions which, in accordance with the terms hereof, require the approval of the Required Lendersor all Lenders. In order to facilitate the addition of additional Lenders hereto, the Administrative Borrower (subject to its approval rights hereunder, ifany) and the Lenders shall cooperate fully with the Administrative Agent in connection therewith and shall provide all reasonable assistance requested bythe Administrative Agent relating thereto, including, without limitation, the furnishing of such written materials and financial information regarding theGroup Members as the Administrative Agent may 114reasonably request, the execution of such documents as the Administrative Agent may reasonably request with respect thereto, and the participation byofficers of the Administrative Borrower and the Lenders at reasonable times and places in a meeting or teleconference call with any Applicant upon thereasonable request of the Administrative Agent.Section 8.13 Participation. In addition to the rights granted in Section 8.12, each Lender may, upon the prior written consent of the Administrative Agent(which consent may be given or withheld in Agent’s sole discretion), grant participations in all or a portion of its Note and Loans to any domestic or foreigncommercial bank (having a branch office in the United States), insurance company, financial institution or an Affiliate of such Lender pursuant todocumentation delivered to and deemed acceptable to the Administrative Agent. No holder of any such participation shall be entitled to require any Lender totake or omit to take any action hereunder, except that a Lender selling a participation may agree with the participant that such Lender will not, without suchparticipant’s consent, take any action which would, in the case of any principal, interest, premium or fee in which the participant has an ownership orbeneficial interest: (a) extend the final maturity of any Loans or extend the Maturity Date, (b) reduce the interest rate on the Loans or the amount of anypremium or fee payable in respect of the Loans, (c) forgive any principal of, or interest on, the Loans, or any premium or fees payable in respect thereof, or(d) release all or substantially all of any Collateral for the Loans. The Lenders shall not, as among the Borrowers, the Agent and the Lenders, be relieved ofany of their respective obligations hereunder as a result of any such granting of a participation. Each Obligor hereby acknowledges and agrees that any holderof a participation described in this Section 8.13 may rely upon, and possess all rights under, any opinions, certificates, or other instruments or documentsdelivered under or in connection with any Loan Document. Except as set forth in this Section 8.13, no Lender may grant any participation in its Notes orLoans.Section 8.14 [Reserved].Section 8.15 Agent’s Counsel. In connection with the negotiation, drafting and execution of this Agreement and the other Loan Documents, perfectingany security interest, completing any filings or registrations and in connection with future legal representation relating to loan administration, amendments,modifications, waivers, forbearance or enforcement of remedies, any law firm engaged by the Agent (the “Agent Firm”) has only represented and shall onlyrepresent the Agent (or its Affiliates), in its/their capacity as Agent, and the Lenders. Each Obligor hereby acknowledges, that no Agent Firm represents it inconnection with any such matters.Section 8.16 Obligor not a Beneficiary or Party. Except with respect to the limitation of liability applicable to the Lenders under Section 8.11, theprovisions and agreements in this Article VIII are solely among the Lenders and the Agent, and no Obligor shall be considered a party thereto or a beneficiarythereof.Section 8.17 Administrative Agent and Collateral Agent May Delegate Duties. The Administrative Agent and the Collateral Agent may appoint sub-agentsto exercise on their behalf any of their respective duties, obligations or rights under the Loan Documents, and each such sub-agent shall have all of the rightsand benefits of the Administrative Agent or Collateral Agent, as applicable, under this Article VIII. Each of the Administrative Agent and the Collateral Agentshall not be responsible for the negligence or misconduct of any sub-agents selected by it with reasonable care, except as otherwise provided in Section 8.3. 115Section 8.18 Collateral Matters.(a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Lien on any Collateral upon thetermination of the Commitments, and payment and satisfaction in full in cash by the Borrowers of all Obligations, constituting property being Disposedof if a release is required or desirable in connection therewith and if the Administrative Borrower certifies to the Collateral Agent that the Disposition ispermitted under Section 6.5 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate,without further inquiry), constituting property in which no Group Member owned any interest at the time the Agent’s Lien was granted nor at any timethereafter, or constituting property leased to a Group Member under a Lease or other lease that has expired or is terminated in a transaction permittedunder this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release of any Lien on any Collateral without the priorwritten authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Uponrequest by the Administrative Agent or the Administrative Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority torelease any such Liens on particular types or items of Collateral pursuant to this Section 8.18; provided, however, that (1) the Collateral Agent shall notbe required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agentto liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and(2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (orobligations of any Obligor in respect of) all property and other interests retained by the Obligors, including, the proceeds of any Disposition, all ofwhich shall continue to constitute part of the Collateral.(b) The Agent and its Affiliates and Agent Firm and other representatives shall have no obligation whatsoever to any of the Lenders to assure that theCollateral exists or is owned by the Group Members or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have beenproperly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in anyparticular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted oravailable to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, orevent related thereto, subject to the terms and conditions contained herein, the Agent may act in any manner it may deem appropriate, in its solediscretion given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liabilitywhatsoever to any Lender as to any of the foregoing, except as otherwise expressly provided herein. 116Section 8.19 Agency for Perfection. The Collateral Agent hereby appoints each other Lender as its agent (and each Lender hereby accepts suchappointment) for the purpose of perfecting the Agent’s Liens in property that, in accordance with Article VIII or Article IX, as applicable, of the UCC can beperfected only by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify the AdministrativeAgent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver possession or control of such Collateral to the Collateral Agent or inaccordance with the Administrative Agent’s instructions.Section 8.20 Field Audits and Examinations; Confidentiality; Disclaimers by Lenders. By becoming a party to this Agreement, each Lender:(a) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each completed fieldaudit or examination report respecting the Group Members (each a “Report” and collectively, “Reports”) prepared by or at the request of theAdministrative Agent, and the Administrative Agent shall so furnish each Lender with such Reports,(b) expressly agrees and acknowledges that the Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report,and (ii) shall not be liable for any information contained in any Report,(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Administrative Agent or other partyperforming any audit or examination will inspect only specific information regarding the Group Members and will rely significantly upon the GroupMembers’ books and records, as well as on representations of the Group Members’ personnel,(d) agrees to keep all Reports and other material, non-public information regarding the Group Members and their operations, assets, and existing andcontemplated business plans in a confidential manner in accordance with Section 10.12, and(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Administrative Agent andany such other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion theindemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lenderhas made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of theBorrowers; and (ii) to pay and protect, and indemnify, defend and hold the Administrative Agent, and any such other Lender preparing a Report,harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs)incurred by the Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtainall or part of any Report through the indemnifying Lender. 117Section 8.21 Successor Agent. Each of the Administrative Agent and the Collateral Agent may voluntarily resign as administrative agent or collateralagent, as applicable, at any time by giving ten Business Days’ prior written notice thereof to the other Agent, the Administrative Borrower and the Lenders.Upon any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, as applicable.If no successor shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of itsresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent from among the Lenders or from among those financialinstitutions who regularly provide such services in the New York financial markets. Upon the acceptance of any appointment as Agent hereunder by asuccessor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent andthe retiring Agent shall promptly (i) transfer to such successor Agent all sums, securities and other items of collateral (if any) held by it under the LoanDocuments, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agentunder the Loan Documents, and (ii) execute and deliver to such successor Agent such documents, and take such other actions, as may be necessary orappropriate in connection with the assignment to such successor Agent of the rights and benefits under the Loan Documents, whereupon such retiring Agentshall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VIII shallinure to its benefit as to any actions taken or omitted to be taken by it while it was Agent hereunder.ARTICLE IXGUARANTYSection 9.1 Guaranty.(a) Each Guarantor, and each Borrower (with respect to each other Borrower), hereby irrevocably and unconditionally guarantees to the AdministrativeAgent, for the benefit of the Secured Parties, the full and prompt payment when due of the Obligations, including, without limitation, any interestthereon (including, without limitation, interest, premiums and fees, as provided in this Agreement, accruing after the filing of a petition initiating anyInsolvency Proceeding, whether or not such interest, premium or fees accrue or are recoverable against the Borrowers after the filing of such petition forpurposes of the Bankruptcy Code or are an allowed claim in such proceeding), plus documented, reasonable attorneys’ fees and expenses if theobligations represented by this Guaranty are collected by law, through an attorney-at-law, or under advice therefrom.(b) Regardless of whether any proposed guarantor or any other Person shall become in any other way responsible to the Secured Parties, or any of them,for or in respect of the Obligations or any part thereof, and regardless of whether or not any Person now or hereafter responsible to the Secured Parties, orany of them, for the Obligations or any part thereof, whether under this Guaranty or otherwise, shall cease to be so liable, each Guarantor and eachBorrower hereby declares and agrees that this Guaranty shall be a joint and several obligation, shall be a continuing guaranty and shall be operative andbinding until the Obligations shall have been indefeasibly paid in full in cash and all Commitments shall have been terminated. 118(c) Each Guarantor and each Borrower absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defenseof payment in cash in full, or performance, to the extent of its obligations hereunder, or a defense that such Guarantor’s or such Borrower’s liability islimited as provided in Section 9.3) 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;(ii) any change in the time, manner, or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any otheramendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guaranteed Obligations resulting from theextension 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, orconsent to departure from any other guarantee, for all or any of the Guaranteed Obligations;(iv) the existence of any claim, set-off, counterclaim, defense (legal or equitable), or other right that any Guarantor may have at any time againstany person, including Administrative Agent or any other Secured Party;(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 Guaranteed 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 Secured Party including any defensebased upon an impairment or elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of such Guarantoragainst any other Obligor or any guarantors or sureties;(vii) any change, amalgamation, reorganization, restructuring, or termination of the corporate, limited liability company, unlimited liabilitycompany, trust or partnership structure or existence of any Obligor; or(viii) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Obligor or any other guarantor or surety.(d) Each Guarantor and each Borrower absolutely, unconditionally and irrevocably waives any and all right to assert set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations of the Guarantors or the Borrowers under this Guaranty or theobligations of any other Person or party (including, without limitation, the Borrowers) relating to this Guaranty or the obligations of any of theGuarantors and the Borrowers under this Guaranty or otherwise with respect to the Obligations in any action or proceeding brought by theAdministrative Agent or any other Secured Party to collect the Obligations or any portion thereof, or to enforce the obligations of any of the Guarantors orthe Borrowers under this Guaranty or to foreclose on any Collateral owned by any Obligor. 119(e) The Secured Parties, or any of them, may from time to time, without exonerating or releasing any Guarantor or any Borrower in any way under thisAgreement, including this Guaranty, (i) take such further or other security or securities for the Obligations or any part thereof as they may deem proper,or (ii) release, discharge, abandon or otherwise deal with or fail to deal with any Guarantor or guarantor or Borrower of the Obligations or any security orsecurities therefor or any part thereof now or hereafter held by the Secured Parties, or any of them, or (iii) amend, modify, extend, accelerate or waive inany manner any of the provisions, terms, or conditions of the Loan Documents, all as they may consider expedient or appropriate in their solediscretion. Without limiting the generality of the foregoing, or of Section 9.1(e), it is understood that the Secured Parties, or any of them, may, withoutexonerating or releasing any Guarantor or Borrower, give up, modify or abstain from perfecting or taking advantage of any security for or guarantee ofthe Obligations and accept or make any compositions or arrangements, and realize upon any security for or guarantee of the Obligations when, and insuch manner, and with or without notice, all as such Person may deem expedient.(f) Each Guarantor and each Borrower acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Loan Documents,or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), shall discharge all or anypart of the liabilities and obligations of such Guarantor or Borrower pursuant to this Guaranty; it being the purpose and intent of the Guarantors, theBorrowers and the Secured Parties that the covenants, agreements and all liabilities and obligations of each Guarantor and of each Borrower hereunderare absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor and eachBorrower agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, and without possibility of recourse,whether by operation of law or otherwise, such Guarantor’s or such Borrower’s undertakings hereunder shall not be released, in whole or in part, byany action or thing which might, but for this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reasonof any waiver, omission of the Secured Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken oromitted by the Secured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights orremedies of, such Guarantor or such Borrower, or by reason of any further dealings between the Borrowers or Guarantors, on the one hand, and anySecured Party, on the other hand, or any other guarantor or surety, and such Guarantor or such Borrower hereby expressly waives and surrenders anydefense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or may exist based upon, andshall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.(g) The Secured Parties, or any of them, may, without demand or notice of any kind upon or to any Guarantor or Borrower, at any time or from time totime when any amount shall be due and payable hereunder by any Guarantor or Borrower following and during 120the continuance of an Event of Default, if the Borrowers shall not have timely paid any of the Obligations, set-off and appropriate and apply to anyportion of the Obligations hereby guaranteed, and in such order of application as the Administrative Agent may from time to time elect in accordancewith this Agreement, any deposits, property, balances, credit accounts or moneys of any Guarantor or any Borrower in the possession of any SecuredParty or under their respective control for any purpose. If and to the extent that any Guarantor or Borrower makes any payment to the AdministrativeAgent or any other Person pursuant to or in respect of this Guaranty, any claim, by subrogation, contribution or otherwise, which such Guarantor orBorrower may have against any Borrower or other Guarantor by reason thereof shall be subject and subordinate to the prior payment in full of theObligations to the satisfaction of the Administrative Agent.(h) Upon the bankruptcy or winding up or other distribution of assets of any Borrower, or of any surety or guarantor (other than the applicableGuarantor or other Borrower) for any Obligations of the Borrowers to the Secured Parties, or any of them, the rights of the Administrative Agent againstany Guarantor or Borrower shall not be affected or impaired by the omission of any Secured Party to prove its claim, or to prove the full claim, asappropriate, against any Borrower, or any other Borrower or any such other guarantor or surety, and the Administrative Agent may prove such claimsas it sees fit and may refrain from proving any claim and in its discretion may value as it sees fit or refrain from valuing any Collateral or other securityheld by it without in any way releasing, reducing or otherwise affecting the liability to the Secured Parties of each of the Guarantors and each of theBorrowers.(i) Each Guarantor and each Borrower hereby absolutely, unconditionally and irrevocably expressly waives, except to the extent such waiver would beexpressly prohibited by Applicable Law, the following: (i) notice of acceptance of this Guaranty, (ii) notice of the existence or creation of all or any of theObligations, (iii) presentment, demand, notice of dishonor, protest and all other notices whatsoever (other than notices expressly required hereunder orunder any other Loan Document to which any Guarantor is a party), (iv) all diligence in collection or protection of or realization upon the Obligations orany part thereof, any obligation hereunder, or any security for any of the foregoing, (v) until the Obligations shall have been paid in full in cash, allrights to enforce any remedy which the Secured Parties, or any of them, may have against any Borrower and (vi) until the Obligations shall have beenpaid in full in cash, all rights of subrogation, indemnification, contribution and reimbursement from the Borrowers or other Guarantors for amountspaid hereunder and any benefit of, or right to participate in, any Collateral or other security now or hereinafter held by the Secured Parties, or any ofthem, in respect of the Obligations. If a claim is ever made upon any Secured Party for the repayment or recovery of any amount or amounts received bysuch Person in payment of any of the Obligations and such Person repays all or part of such amount by reason of (A) any judgment, decree or order ofany court or administrative body or other Governmental Authority having jurisdiction over such Person or any of its property, or (B) any settlement orcompromise of any such claim effected by such Person with any such claimant, including any Borrower, then in such event each Guarantor and eachBorrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor or such Borrower,notwithstanding any revocation 121hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and such Guarantor or such Borrower shall beand remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally beenreceived by such Person.(j) This Guaranty is a continuing guaranty of the Obligations and all liabilities to which it applies or may apply under the terms hereof and shall beconclusively presumed to have been created in reliance hereon. No failure or delay by any Secured Party in the exercise of any right, power, privilege orremedy shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent of any right or remedy shall preclude other orfurther exercise thereof or the exercise of any other right or remedy and no course of dealing between any Guarantor, any Borrower and any SecuredParty shall operate as a waiver thereof. No action by any Secured Party permitted hereunder shall in any way impair or affect this Guaranty. For thepurpose of this Guaranty, the Obligations shall include, without limitation, all Obligations of the Borrowers to the Secured Parties, notwithstanding anyright or power of any third party, individually or in the name of any Borrower or the Secured Parties, or any of them, to assert any claim or defense asto the invalidity or unenforceability of any such Obligation, and no such claim or defense shall impair or affect the obligations of any Guarantor or anyBorrower hereunder.(k) This is a guaranty of payment and not of collection. In the event the Administrative Agent makes a demand upon any Guarantor or any Borrower inaccordance with the terms of this Guaranty, such Guarantor or Borrower shall be held and bound to the Administrative Agent directly as debtor inrespect of the payment of the amounts hereby guaranteed. All costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses,incurred by the Administrative Agent in obtaining performance of or collecting payments due under this Guaranty shall be deemed part of theObligations guaranteed hereby.(l) Each Guarantor and each Borrower expressly represents and acknowledges that any financial accommodations by the Secured Parties to theBorrowers, including, without limitation, the extension of credit, are and will be of direct interest, benefit and advantage to such Guarantor or suchBorrower.(m) Each Guarantor and each Borrower shall be entitled to subrogation and contribution rights from and against the Borrowers to the extent anyGuarantor or any Borrower is required to pay to any Secured Party any amount in excess of the Loans advanced directly to, or other Obligationsincurred directly by, such Guarantor or Borrower or as otherwise available under Applicable Law; provided, however, that such subrogation andcontribution rights are and shall be subject to the terms and conditions of this Section 9.1(l), and provided further that the payment obligation of aGuarantor or a Borrower to any other Guarantor or any other Borrower under any Applicable Law regarding contribution rights or subrogation rights orsimilar rights among co-obligors or otherwise is and shall be expressly subordinate and subject in right of payment to the prior indefeasible payment infull in cash of the obligations of such Guarantor or 122such Borrower under the other provisions of this Guaranty and the indefeasible payment in full in cash of all Obligations and termination of allCommitments, and such Guarantor or such Borrower shall not exercise any right or remedy with respect to such contribution rights or subrogationrights or similar rights until (i) payment and satisfaction in full of all such obligations and (ii) the Obligations shall have been indefeasibly paid in fullin cash and all Commitments shall have been terminated.Section 9.2 Special Provisions Applicable to Additional Guarantors. Pursuant to Section 5.8 of this Agreement, any new Subsidiary of any Obligor isrequired to enter into this Agreement by executing and delivering to the Administrative Agent a Guaranty Supplement. Upon the execution and delivery of aGuaranty Supplement by such new Subsidiary, such Subsidiary shall become a Guarantor and Obligor hereunder with the same force and effect as iforiginally named as a Guarantor herein. The execution and delivery of any Guaranty Supplement (or any other supplement to any Loan Document delivered inconnection therewith) adding an additional Guarantor as a party to this Agreement or any other applicable Loan Document shall not require the consent of anyother party hereto. The rights and obligations of each party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantorhereunder.Section 9.3 Maximum Liability of Obligors. It being understood that the intent of the Secured Parties is to obtain a guaranty from each Guarantor andeach Borrower, and the intent of each Guarantor and each Borrower is to incur guaranty obligations, in an amount no greater than the largest amount thatwould not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulentconveyances or fraudulent transfers, it is hereby agreed that:(a) If (i) the sum of the guaranty obligations of the Guarantors and the Borrowers under Section 9.1 and, without duplication, in the case of eachBorrower, the obligations arising from the joint and several liability of such Borrower with respect to Loans or other extensions of credit made under thisAgreement to each other Borrower (collectively, the “Guarantor Obligations”) exceeds (ii) the sum (the “Total Available Net Assets”) of the MaximumAvailable Net Assets (as defined in Section 9.4) of each Guarantor and each Borrower, in the aggregate, then (without prejudice to the Obligations of eachof the Borrowers under this Agreement with respect to Loans or other extensions of credit made under this Agreement to it) the Guarantor Obligations ofeach Guarantor and each Borrower shall be limited to the greater of (x) the Total Available Net Assets and (y) the value received by such Guarantor orsuch Borrower in connection with the incurrence of the Guarantor Obligations to the greatest extent such value can be determined; and(b) if, but for the operation of this Section 9.3(b) and notwithstanding Section 9.3(a), the Guarantor Obligations of any Guarantor or any Borrowerhereunder otherwise would be subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulentconveyances or fraudulent transfers, taking into consideration such Guarantor’s or such Borrower’s (i) rights of contribution, reimbursement andindemnity from the Borrowers and the other Guarantors with respect to amounts paid by such Guarantor or such Borrower in respect of the Obligations(including pursuant to Section 9.4) (calculated so as to reasonably maximize the total amount of obligations able to be incurred hereunder), and(ii) rights of subrogation to the rights of the Secured 123Parties, then the Guarantor Obligations of such Guarantor or such Borrower shall be the largest amount, if any, that would not leave such Guarantor orsuch Borrower, after the incurrence of such obligations, insolvent or with unreasonably small capital within the meaning of Section 548 of theBankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, or otherwise make such obligations subject tosuch avoidance.Any Person asserting that the Guarantor Obligations of such Guarantor or such Borrower are subject to Section 9.3(a) or are avoidable as referenced inSection 9.3(b) shall have the burden (including the burden of production and of persuasion) of proving (a) the extent to which such Guarantor Obligations, byoperation of Section 9.3(a), are less than the Obligations of the Borrowers owed to the Secured Parties or (b) that, without giving effect to Section 9.3(b), suchGuarantor’s or such Borrower’s Guarantor Obligations hereunder would be avoidable and the extent to which such Guarantor Obligations, by operation ofSection 9.3(b), are less than such Obligations of the Borrowers, as the case may be.Section 9.4 Contribution Rights, Etc. In order to provide for just and equitable contribution, indemnity and reimbursement among the Guarantors andany other Obligors, including the Borrowers, in connection with the execution of this Guaranty, the Obligors have agreed among themselves that if any Obligorsatisfies some or all of the Obligations (a “Funding Obligor”), the Funding Obligor shall be entitled to contribution, indemnity or reimbursement, asapplicable, from the other Obligors that have positive Maximum Available Net Assets (as defined below) for all payments made by the Funding Obligor insatisfying the Obligations, so that each Obligor that remains obligated under this Guaranty or any other guaranty or otherwise for the Obligations at the timethat a Funding Obligor makes such payment, without regard to the making of such payment (a “Remaining Obligor”), and that has a positive MaximumAvailable Net Assets, shall bear a portion of such payment equal to the percentage that such Remaining Obligor’s Maximum Available Net Assets bears to theaggregate Maximum Available Net Assets of all Obligors that have positive Maximum Available Net Assets, provided that no Remaining Obligor’s obligation tomake such contribution, indemnity or reimbursement payments hereunder shall exceed an amount equal to the Maximum Available Net Assets of suchRemaining Obligor.As used herein, “Available Net Assets” means, with respect to any Obligor, the amount, as of the respective date of calculation, by which the sum of aPerson’s assets (including subrogation, indemnity, contribution, reimbursement and similar rights that the Obligor may have, but excluding any such rightsin respect of the Guarantor Obligations), determined on the basis of a “fair valuation” or their “fair saleable value” (whichever is the applicable test underSection 548 and other relevant provisions of the Bankruptcy Code and the relevant state fraudulent conveyance or transfer laws), is greater than the amountthat will be required to pay all of such Person’s debts, in each case matured or unmatured, contingent or otherwise, as of the date of calculation, but excludingliabilities arising under this Guaranty or, in the case of each Borrower, the liabilities arising from the joint and several liability of such Borrower with respectto Loans or other extensions of credit made under this Agreement to each other Borrower and excluding, to the maximum extent permitted by Applicable Lawwith the objective of avoiding rendering such Person insolvent, liabilities subordinated to the Obligations arising out of loans or advances made to such Personby any other Person, and 124“Maximum Available Net Assets” means, with respect to any Obligor, the greatest of the Available Net Assets of such Obligor calculated as of the followingdates: (A) the date on which such Person becomes an Obligor, and (B) each date on which such Obligor expressly reaffirms this Guaranty.Each Guarantor and Borrower shall be deemed to expressly reaffirm the guaranty provided for in this Article IX upon each borrowing of a Loan andautomatically, without further action, upon each delivery by the Administrative Borrower of financial statements required pursuant to Section 5.1(a). Themeaning of the terms “fair valuation” and “fair saleable value” and the calculation of assets and liabilities shall be determined and made in accordance with therelevant provisions of the Bankruptcy Code and applicable state fraudulent conveyance or transfer laws.ARTICLE XMISCELLANEOUSSection 10.1 No Waiver; Cumulative Remedies. No failure or delay on the part of the Agent, any Lender or any other Secured Party in exercising anyright, power or remedy under the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedypreclude any other or further exercise thereof or the exercise of any other right, power or remedy under the Loan Documents. The remedies provided in the LoanDocuments are cumulative and not exclusive of any remedies provided by law.Section 10.2 Amendments, Requested Waivers, Etc. No amendment, modification, termination or waiver of any provision of any Loan Document orconsent to any departure by any Obligor therefrom shall be effective unless the same shall be in writing and signed by the Administrative Agent and theRequired Lenders; provided that no amendment, modification, termination, waiver or consent shall do any of the following unless the same shall be in writingand signed by the Administrative Agent and each Lender directly affected thereby:(a) increase the Commitments;(b) reduce the amount of any principal of or interest, premium or fees due on or in respect of the Loans other fees payable to the Lenders;(c) postpone any date fixed for any scheduled payment of principal of or interest, premium or fees due on or in respect any outstanding Loan or otherfees payable to the Lenders hereunder (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.9(a) may be postponed, delayed,waived or modified with the consent of the Required Lenders);(d) release any material Guaranty or the pledge of any Equity Interest in any Subsidiary under any Loan Document, other than a release of suchGuaranty or pledge of such Equity Interest to permit divestiture of the relevant Subsidiary permitted by this Agreement or specifically approved by theRequired Lenders;(e) any change in the superpriority status of the Obligors’ obligations; 125(f) other than as permitted by Section 8.18(a)(i), release Agent’s Lien in all or substantially all of the Collateral;(g) change the definition of “Required Lenders”; or(h) amend this Section 10.2 or any other provision of this Agreement requiring the consent or other action of the Required Lenders or all Lenders.Any waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand onany Borrower in any case shall entitle any Borrower to any other or further notice or demand in similar or other circumstances.If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender directly affected thereby,” the consent of the RequiredLenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred toherein as a “Non-Consenting Lender”), then the Administrative Agent may elect to replace a Non-Consenting Lender as a Lender party to this Agreement,provided that, concurrently with such replacement, (i) another bank or other entity which is satisfactory to the Administrative Agent shall agree, as of suchdate, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an assignment and assumption and to become aLender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply withthe requirements of Section 8.12, unless waived by the Administrative Agent and the Administrative Borrower and (ii) the Administrative Borrower shall payto such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to suchNon-Consenting Lender by the Borrowers hereunder to and including the date of termination, and (2) an amount, if any, equal to the payment (in excess of theface value of the principal amount) which would have been due to such Lender on the day of such replacement had the Loans of such Non-Consenting Lenderbeen prepaid on such date rather than sold to the replacement Lender.Section 10.3 Notices and Distributions.(a) Except as otherwise expressly provided herein, all notices, requests, demands and other communications provided for under the Loan Documentsshall be in writing and delivered to the applicable parties at their respective addresses set forth on Schedule 10.3, or, as to each party, at such otheraddress as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 10.3. All suchnotices, requests, demands and other communications, shall be effective upon actual delivery if hand delivered, or shall be effective when sent bynationally recognized overnight mail courier or delivery service, or if sent by email or PDF, whet sent, in each case addressed as aforesaid, except thatnotices or requests to the Agent, any Lender, or any other Secured Party pursuant to any of the provisions of Article II shall not be effective until receivedby the Agent, such Lender, or such other Secured Party. 126(b) Each Obligor agrees that the Administrative Agent may (but shall not be required to) make any materials delivered by such Obligor to theAdministrative Agent, as well as, but not limited to, any amendments, waivers, consents, and other written information, documents, instruments andother materials relating to any Group Member, or any other materials or matters relating to this Agreement, the other Loan Documents, the ABL DIPCredit Documents, the Related Transactions or any of the transactions contemplated hereby or thereby (collectively, the “Communications”) available tothe Secured Parties by posting such notices on an electronic delivery system (which may be provided by the Administrative Agent, an Affiliate, or anyPerson that is not an Affiliate of the Administrative Agent), such as IntraLinks, or a substantially similar electronic system that requires passwords foraccess and takes other customary measures with respect to confidentiality and security (the “Platform”) all of which shall be at the cost and expense ofthe Obligors. Each Obligor acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there areconfidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither theAdministrative Agent nor any of its Affiliates represents or warrants the accuracy, completeness, timeliness, sufficiency or sequencing of theCommunications posted on the Platform. The Administrative Agent and its Affiliates expressly disclaim with respect to the Platform any liability forerrors in transmission, incorrect or incomplete downloading, delays in posting or delivery, or problems accessing the Communications posted on thePlatform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform. No warranty ofany kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of its Affiliates inconnection with the Platform.(c) Each Secured Party party hereto agrees that notice to it (as provided in the next sentence) (a “Notification”) specifying that any Communication hasbeen posted to the Platform shall for purposes of this Agreement constitute effective delivery to such Secured Party, as applicable, of such information,documents or other materials comprising such Communication. Each Secured Party party hereto agrees (i) to notify, on or before the date such SecuredParty becomes a party to this Agreement, the Administrative Agent in writing of such Secured Party’s e-mail address to which a Notification may be sent(and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for such Secured Party) and (ii) thatany Notification may be sent to such e-mail address.Section 10.4 Expenses.(a) Agent Expenses. Any action taken by any Obligor under or with respect to any Loan Document, even if required under any Loan Document or at therequest of any Secured Party, shall be at the expense of such Obligor, and no Secured Party shall be required under any Loan Document to reimburseany Group Member therefor except as expressly provided therein. The Borrowers will reimburse the Agent for all Agent Expenses, such reimbursement tobe made (a) on the Closing Date, in the case of all Agent Expenses incurred on or prior to the Closing Date (unless waived by the Agent), and(b) promptly following request for reimbursement, in the case of other Agent Expenses. The obligations of the Obligors under this Section 10.4 shallsurvive termination of this Agreement and the discharge of the Obligations. 127®(b) Lender Expenses. The Borrowers shall pay (i) all reasonable out-of-pocket expenses of the Lenders (x) associated with the preparation, negotiation,execution and delivery of the term sheet relating to the Loan Documents and associated with the preparation, negotiation, execution, delivery andadministration of the Loan Documents and any amendment or waiver with respect thereto (including the reasonable fees, disbursements and othercharges of counsel) and (y) incurred by the Lenders in connection with the Chapter 11 Cases, including charges of counsel to the steering committee ofholders of the 2011 Convertible, Subordinated Debentures incurred in connection with the objection to the Bayside debtor-in-possession credit facility onJanuary 30, 2013; and (ii) all out-of-pocket expenses of the Lenders (including the fees, disbursements and other charges of counsel) in connection withthe enforcement of the Loan Documents.Section 10.5 Costs and Expenses; Indemnification. In addition to the payment of Agent Expenses pursuant to Section 10.4, each Borrower agrees toindemnify, defend and hold harmless the Agent, each Lender, each other Secured Party and each of their respective participants, parent corporations,subsidiary corporations, affiliated corporations, successor corporations, and all present and future officers, directors, employees, attorneys and agents (the“Indemnitees”), from and against (i) any Environmental Liability, or any other Liability to which any Indemnitee may be subjected as a result of any past,present or future existence, use, handling, storage, transportation or disposal of any Hazardous Substance by any Group Member or with respect to anyproperty owned, leased or controlled by any Group Member, (ii) any and all transfer taxes, documentary taxes, recording taxes, assessments or charges madeby any Governmental Authority (excluding income or gross receipts taxes) by reason of the execution and delivery of this Agreement and the other LoanDocuments, the recording or filing of any Mortgage or other Loan Document, the Agent’s Lien in any Collateral, or the making of any Loans, and (iii) any andall Liabilities of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel) in connection with anyinvestigative, administrative or judicial proceedings, whether or not such Indemnitee shall be designated a party thereto, or with any other matter, in each casewhich may be imposed on, incurred by or asserted against such Indemnitee, in any manner relating to or arising out of or in connection with, (w) theCommitments, the making or maintaining of any Loans, the entering into of this Agreement or any other Loan Documents, any Obligation (or the repaymentthereof), the Agent’s Lien in any Collateral, or the use or intended use of the proceeds of the Loans, or any securities filing of, or with respect to, any GroupMember, (x) any commitment letter, proposal letter or term sheet with any Person or any contractual obligation, arrangement or understanding with anybroker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate of any of them in connection with any of theforegoing and any contractual obligation entered into in connection with any Platform, (y) any actual or prospective investigation, litigation or other proceeding,whether or not brought by any such Indemnitee or any of its Related Persons, any holders of its securities or its creditors (and including attorneys’ fees in anycase), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial lawor regulation or any other Requirement of Law or theory thereof, including common law, 128equity, contract, tort or otherwise, or (z) any other act, event or transaction related, contemplated in or attendant to any of the foregoing. If any investigative,judicial or administrative proceeding arising from any of the foregoing is brought against any Indemnitee, upon request of such Indemnitee, the AdministrativeBorrower, or counsel designated by the Administrative Borrower and satisfactory to the Indemnitee, will resist and defend such action, suit or proceeding tothe extent and in the manner directed by the Indemnitee, at the Borrowers’ sole cost and expense. Each Indemnitee will use its commercially reasonable effortsto cooperate in the defense of any such action, suit or proceeding. If the foregoing undertaking to indemnify, defend and hold harmless may be held to beunenforceable because it violates any law or public policy, the Borrowers shall nevertheless make the maximum contribution to the payment and satisfactionof each of the indemnified liabilities contemplated hereby which is permissible under Applicable Law. Each of the Group Members hereby releases, acquits,and forever discharges the Agent, each of the Lenders, and each other Secured Party, and each of and every past and present affiliates, officers, directors,agents, servants, employees, representatives and attorneys of the Agent, the Lenders and the other Secured Parties, from any and all claims, causes of action,suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character, or nature whatsoever,known or unknown, fixed or contingent, which any Group Member may have or claim to have now or which may hereafter arise out of or connected with anyact of commission or omission of the Indemnitees (except, as to each Indemnitee, to the extent arising solely out of the gross negligence, fraud or willfulmisconduct of such Indemnitee as finally determined by a non-appealable judgment of a court of competent jurisdiction) including, without limitation, anyclaims, liabilities or obligations arising with respect to the this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. Theprovisions of this Section 10.5 shall be binding upon each of the Group Members and shall inure to the benefit of the Agent, the Lenders and the other SecuredParties and each of the past and present affiliates, officers, directors, agents, servants, employees, representatives and attorneys of the Agent, the Lenders andthe other Secured Parties. The obligations of the Obligors under this Section 10.5 shall survive termination of this Agreement and the discharge of theObligations.Section 10.6 Execution in Counterparts. This Agreement and other Loan Documents may be executed in any number of counterparts, each of whichwhen so executed and delivered (including by PDF or facsimile transmission, which shall be as effective as delivery of a manually executed counterpart hereof)shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.Section 10.7 Governing Law; Jurisdiction; Waiver of Jury Trial; Waiver of Special, Direct, or Consequential Damages.(a) Governing Law. The Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York, except to theextent the law of any other jurisdiction applies as to the perfection or enforcement of the any security interest in any Collateral (to the extent collateralsecurity is granted with respect to the Obligations) and except to the extent expressly provided to the contrary in any Loan Document. 129(b) Jurisdiction. The Obligors, the Agent and the Lenders hereby irrevocably submit to the exclusive jurisdiction and venue of the Bankruptcy Courtand any state or federal court of the United States sitting in the State of New York, and any appellate court thereof, in any action or proceeding arisingout of or relating to this Agreement or any of the other Loan Documents, and the Obligors, the Agent and the Lenders hereby irrevocably agree that allclaims in respect of such action or proceeding may be heard and determined in such state or federal court. The Obligors, the Agent and the Lendershereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action orproceeding. Each Obligor agrees that a final judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment orin any other manner provided by law. Nothing in this Section 10.7(b) shall affect the right of the Agent or any Lender to serve legal process in any othermanner permitted by law or affect the right of the Agent or any Lender to bring any action or proceeding against any Group Member or the property ofany Group Member (including the Collateral) in the courts of other jurisdictions.(c) WAIVER OF JURY TRIAL. THE OBLIGORS, THE LENDERS AND THE AGENT HEREBY IRREVOCABLY WAIVE ALL RIGHT TOTRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTOR ANY INSTRUMENT OR DOCUMENT DELIVERED THEREUNDER.(d) Special, Indirect or Consequential Damages. In no event shall any Indemnitee be liable on any theory of liability for any special, indirect,consequential or punitive damages (including any loss of profits, business or anticipated savings), unless resulting solely and directly from the grossnegligence, fraud or willful misconduct of such Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.Each Obligor hereby waives, releases and agrees (and shall cause each other Group Member to waive, release and agree) not to sue upon any such claimfor any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.Section 10.8 Integration; Inconsistency. This Agreement, together with the Loan Documents, comprise the final and complete integration of all priorexpressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to suchsubject matter, superseding all prior oral or written understandings. If any provision of a Loan Document (other than the Intercreditor Agreement) isinconsistent with or conflicts with a comparable or similar provision appearing in this Agreement, the comparable or similar provision in this Agreement shallgovern.Section 10.9 Agreement Effectiveness. This Agreement shall become effective upon delivery of fully executed counterparts hereof to each of the partieshereto.Section 10.10 Advice from Independent Counsel. The parties hereto understand that this Agreement is a legally binding agreement that may affect suchparty’s rights. Each party hereto represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significanceof this Agreement and that it is satisfied with its legal counsel and the advice received from it. 130Section 10.11 Binding Effect; No Assignment by Borrower; Third Party Beneficiary. This Agreement shall be binding upon and inure to the benefit ofthe Obligors, the Lenders, the Agent and their respective successors and assigns; provided, however, no Obligor may assign any or all of its rights orobligations hereunder or any of its interest herein without the prior written consent of the Administrative Agent and all Lenders.Section 10.12 Confidentiality. The Agent and each Lender shall hold all non-public information regarding the Group Members and their businessesobtained by the Agent or such Lender pursuant to the requirements hereof in accordance with the Agent’s or such Lender’s customary procedures for handlingconfidential information of such nature, it being understood and agreed by each Group Member that, in any event, the Agent and each Lender may make (i) ona confidential basis, disclosures of such information to Affiliates of such Lender or the Agent and to their respective agents and advisors (and to other Personsauthorized by a Lender or the Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance withthis Section 10.12), (ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant in connectionwith the contemplated assignment, transfer or participation of or in any Loans or by any direct or indirect contractual counterparties (or the professionaladvisors thereto) to any swap or derivative transaction relating to any Group Member and its obligations (provided, such assignees, transferees, participants,counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.12 or other provisions at least as restrictive as thisSection 10.12), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writingto preserve the confidentiality of any confidential information relating to the Group Members received by it from the Agent or any Lender, (iv) disclosures inconnection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related tothe rights or duties of such parties under this Agreement or the other Loan Documents, and (v) disclosures required or requested by any GovernmentalAuthority or representative thereof or pursuant to legal or judicial process; provided, unless specifically prohibited by Applicable Law or court order, eachLender and the Agent shall make reasonable efforts to notify the Administrative Borrower of any request by any Governmental Authority or representativethereof (other than any such request in connection with any examination of the financial condition or other routine examination of such lender by suchGovernmental Authority) for disclosure of any such non-public information prior to disclosure of such information. In addition, notwithstanding the above,U.S. Bank (or any successor thereto as Agent) and its Affiliates (but, subject to the foregoing, not any other Lenders or their Affiliates) may disclose theexistence of the Loan Documents and the information about the Loan Documents to any Person.(a) Each Group Member shall, and shall cause its Affiliates to, (i) [reserved] and (ii) take all reasonable actions necessary to prevent Schedule 1.1.1 tothis Agreement from becoming publicly available, including, without limitation, filing such Schedule 1.1.1 under seal; provided that notwithstandingthe foregoing, any Group Member may make disclosures of such information (x) to its accountants, legal counsel and other advisors 131provided that such Persons are informed of the confidentiality of such information and agree to keep such information confidential at least to the sameextent as is required hereby, or (y) as required or requested by any Governmental Authority or representative thereof or pursuant to legal or judicialprocess or as required by Applicable Law (subject to the obligation in clause (ii) above to file Schedule 1.1.1 under seal); provided that, unlessspecifically prohibited by Applicable Law, each Group Member shall make reasonable efforts to notify the Administrative Agent of any request by anyGovernmental Authority or representative thereof for disclosure of any such confidential information, and shall in any event, unless specificallyprohibited by Applicable Law, notify the Administrative Agent of each public disclosure of any such information by a Group Member or any Affiliatethereof, together with the proposed text of such public disclosure, prior to disclosure of such information, and provide the Administrative Agent (at thedirection of the Required Lenders) an opportunity to comment thereon, and will not in any such disclosure disclose more information than ismandatorily required to be disclosed under Applicable Law.Section 10.13 Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisions hereof.Section 10.14 Senior Debt. The Obligations are intended to be senior Debt, and not subordinated to any other senior Debt, or made pari passu with Debtthat is subordinated to any other Debt, of any Obligor. The Obligations are deemed to be expressly designated and named as “Designated Senior Debt,”“Designated Senior Indebtedness,” “Senior Indebtedness” or similar terms for purposes of any present or future loan agreement, indenture, note issuance orpurchase agreement or other document under which such a designation is applicable or available for senior Debt of any Obligor (including without limitationthe 2011 Convertible Subordinated Debenture Indenture).Section 10.15 Release of Carson-Dellosa Equity. Upon the consummation of a Carson-Dellosa Drag-Along Sale, the Collateral Agent shall release theLiens, securing the Obligations, on the Equity Interests in Carson-Dellosa Publishing, LLC that are Disposed of in such transaction, provided that (and onlyif) (x) all of the conditions set forth in Section 8.18(a)(ii) (including the requisite certification by the Administrative Borrower) have been satisfied with respectto such release, (y) the Liens on all of such Equity Interests securing the ABL DIP Credit Obligations are concurrently being released, and (z) 100% of the NetCash Proceeds of such Carson-Dellosa Drag-Along Sale are immediately applied to prepay the Obligations in accordance with Section 2.9(a)(i).Section 10.16 USA Patriot Act. Each Lender hereby notifies the Administrative Borrower that pursuant to the requirements of the USA Patriot Act (TitleIII of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA Patriot Act”), it is required to obtain, verify and record information that identifies eachBorrower, which information includes the name and address of such Borrower and other information that will allow such Lender to identify such Borrower inaccordance with the USA Patriot Act. 132Section 10.17 Administrative Borrower as Agent for Borrower. Each Borrower hereby irrevocably appoints Administrative Borrower as the borrowingagent and attorney-in-fact for all Borrowers. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrower (i) to provide Agent with allnotices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such actionas Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry outthe purposes of this Agreement. Each Borrower hereby jointly and severally agrees to indemnify each Indemnitee and hold each Indemnitee harmless againstany and all liability, expense, loss or claim of damage or injury, made against the Indemnitees by any Obligor or by any third party whosoever, arising fromor incurred by reason of (a) the handling of the Collateral as herein provided, (b) the Indemnitees’ relying on any instructions of Administrative Borrower, or(c) any other action taken by the Indemnitees hereunder or under the other Loan Documents, except that Borrowers will have no liability to the relevantIndemnitee under this Section 10.17 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solelyfrom the gross negligence, fraud or willful misconduct of such Indemnitee.Section 10.18 Intercreditor Agreement. Agent and each Lender hereunder, by its acceptance of the benefits provided hereunder, (a) consents to thesubordination of liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of theIntercreditor Agreement, and (c) authorizes and instructs the Agent to enter into the Intercreditor Agreement as Agent on behalf of each Lender. Agent and eachLender hereby agrees that the terms, conditions and provisions contained in this Agreement are subject to the Intercreditor Agreement and, in the event of aconflict between the terms of the Intercreditor Agreement and this Agreement or any of the Loan Documents, the terms of the Intercreditor Agreement shallgovern and control.Section 10.19 Conflict. In the event of a conflict between this Agreement and the Final Order, the Final Order shall govern.[Signature Pages Follow] 133IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of thedate first above written. BORROWERS: SCHOOL SPECIALTY, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President and Chief Executive OfficerCLASSROOMDIRECT.COM, LLC,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentDELTA EDUCATION, LLC,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentSPORTIME, LLC,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentCHILDCRAFT EDUCATION CORP.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentBIRD-IN-HAND WOODWORKS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President[Signature Page to DIP Agreement]CALIFONE INTERNATIONAL, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentPREMIER AGENDAS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentGUARANTORS: SELECT AGENDAS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentFREY SCIENTIFIC, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentSAX ARTS & CRAFTS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President [Signature Page to DIP Agreement]INTRODUCTIONThese Schedules (the “Schedules”) are provided pursuant to the Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as ofFebruary 27, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), entered into by and among SchoolSpecialty, Inc., a Wisconsin corporation (the “Administrative Borrower”), each of ClassroomDirect.com, LLC, a Delaware limited liability company, DeltaEducation, LLC, a Delaware limited liability company, Sportime, LLC, a Delaware limited liability company, Childcraft Education Corp., a New Yorkcorporation, Bird-in-Hand Woodworks, Inc. a New Jersey corporation, Califone International, Inc., a Delaware corporation, and Premier Agendas, Inc., aWashington corporation (collectively, the “Subsidiary Borrowers” and, together with the Administrative Borrower, the “Borrowers”), Select Agendas, Corp., aNova Scotia unlimited liability company, Frey Scientific, Inc., and Sax Arts & Crafts, Inc., each a Delaware corporation, each as a Guarantor, eachSubsidiary of the Administrative Borrower (other than the Subsidiary Borrowers) that becomes a Guarantor thereunder and party thereto from time to time inaccordance with Section 5.11 thereof (collectively, the “Guarantors”), each of the lenders appearing on the signature pages thereof, together with such otherlenders as may from time to time become a party thereto pursuant to the terms and conditions of Article VIII thereof (collectively, the “Lenders”), and U.S.Bank National Association, a national banking association, in its separate capacity as administrative agent for itself and all other Lenders (in such capacity,together with its successors and assigns, the “Administrative Agent”). Unless the context otherwise requires, capitalized terms used but not defined hereinshall have the same meanings given to such terms in the Credit Agreement.The Schedules are qualified in their entirety by reference to the specific provisions of the Credit Agreement and nothing in the Schedules is intended to broadenthe scope of any representation, warranty, covenant or agreement contained in the Credit Agreement or to create any additional representation, warranty,covenant or agreement on the part of the Group Members. The section, subsection, paragraph or clause references set forth in the Schedules correspond to theapplicable section, subsection, paragraph or clause set forth in the Credit Agreement.The Schedules include certain items and information solely for informational purposes for the convenience of Lenders and the disclosure by the GroupMembers of any matter in the Schedules shall not be deemed to constitute an acknowledgment by the Group Members that the matter is required to bedisclosed by the terms of the Credit Agreement or that the matter is material. If any Schedule discloses an item of information, the matter shall be deemed tohave been disclosed in all other Schedules, notwithstanding the omission of an appropriate cross-reference to such other Schedules. Nothing in the CreditAgreement or herein constitutes an admission to any third party of any liability or obligation of the Group Members to any third party. No disclosure in theSchedules relating to any possible breach or violation of any agreement or law shall be construed as an admission or indication that any such breach orviolation exists or has actually occurred.Any summary or description of any law, contract, plan, document or other disclosure item contained in the Schedules, including any term or provision of theCredit Agreement, is for convenience only and does not purport to be a complete statement of the material terms of such law, contract, plan, document or otherdisclosure item, and any such summary or description isqualified in its entirety by the actual language, terms and provisions of such law, contract, plan, document or other disclosure item. All references herein toany agreement, document, instrument or report shall be deemed to be a reference to such agreement, document, instrument or report, including all attachments,supplements, statements of work and amendments thereto, in its entirety. Any attachments hereto and the contents of each agreement, document, instrumentand report referred to in the Schedules shall be deemed incorporated by reference into the Schedules in their entirety.Headings have been inserted on the sections of the Schedules for convenience of reference and for informational purposes only and shall to no extent have theeffect of amending or changing the express description of the Sections as set forth in the Credit Agreement. All information and disclosures contained herein aremade as of the date of the Credit Agreement.The Group Members’ representations and warranties contained in Article IV of the Credit Agreement are the product of negotiations among the parties theretoand are solely for the benefit of the Lenders. Consequently, the Group Members’ representations and warranties in Article IV of the Credit Agreement may notbe relied upon by persons other than the parties thereto as characterizations of actual facts or circumstances as of the date of the Credit Agreement or as of anyother date. Except as otherwise expressly provided therein, the Credit Agreement may only be enforced by the parties thereto.Schedule 1.1.1 – Commitments Fund Name Total Commitment Amount Blue Cross of California $1,762,000.00 Catholic Mutual Relief Society of America 127,000.00 Catholic Mutual Relief Society Retirement Plan and Trust 123,000.00 Catholic Relief Insurance Company of America 167,000.00 Century National Insurance Company 1,317,000.00 Deseret Healthcare Employee Benefits Trust 48,000.00 Deseret Mutual Retiree Medical & Life Plan Trust 52,000.00 Deseret Mutual Employee Pension Trust 675,000.00 Dow Retirement Group Trust 548,000.00 Lockheed Martin Corporation Master Retirement Trust 12,415,000.00 National Railroad Retirement Investment Trust 2,107,000.00 Protective Insurance Company 36,000.00 CenturyLink, Inc. Defined Benefit Master Trust (High Yield) 1,519,000.00 CenturyLink, Inc. Defined Benefit Master Trust 2,016,000.00 Sagicor Life Insurance Company 218,000.00 StarVest Convertible Securities Fund, Ltd. 60,000.00 Teachers’ Retirement System of the City of New York 1,040,000.00 Virginia Retirement System 6,962,000.00 Virginia Retirement System (High Yield) 6,170,000.00 Wellmark Inc. 766,000.00 Wellmark of South Dakota Inc. 230,000.00 Zazove Aggressive Growth Fund, L.P. 5,308,000.00 Zazbond Master LLC 1,083,000.00 Zazove Convertible Securities Fund, Inc. 1,616,000.00 Zazove High Yield Convertible Securities Fund, L.P. 1,004,000.00 Edgewood Commercial Village, LLC 532,000.00 Glenbrook Partners LP 2,222,000.00 Stuart Sagan Family Trust 206,000.00 The Zissis Family Trust 532,000.00 Wolverine Flagship Fund Trading Limited 13,514,031.75 J. Goldman Master Fund, L.P. 13,464,825.40 Steel Excel Inc. 21,727,095.94 Davis Appreciation and Income Fund 10,726,984.13 Shelby Cullom Davis Charitable Fund, Inc. 337,555.56 Scoggin International Fund, Ltd. 3,882,208.43 Scoggin Capital Management II LLC. 3,882,208.43 Scoggin Worldwide Fund, Ltd. 1,941,104.22 AG Oncon, LLC 5,576,719.58 AG Ofcon, LTD 2,788,359.79 Hudson Bay Distressed Master Fund LLC. 12,161,390.14 DG Value Partners II Master Fund, L.P. 1,595,104.86 DG Value Partners, L.P. 1,221,382.65 Special Situations LLC 1,751,692.38 Special Situations X LLC 1,695,320.87 Fund Name Total CommitmentAmount Q Opportunity Fund, Ltd. 2,952,380.95 Bulwark Bay Investment Group 3,936,507.94 Anson Catalyst Master Fund LP 984,126.98 TOTAL: $155,000,000.00 Schedule 4.1 – PermitsDomestic and Foreign Entity Filings Jurisdictions:School Specialty, Inc. Alabama MontanaArizona NebraskaArkansas NevadaCalifornia New HampshireConnecticut New MexicoDistrict of Columbia New JerseyFlorida New YorkGeorgia North DakotaHawaii OhioIdaho OklahomaIllinois OregonIndiana PennsylvaniaIowa South CarolinaKansas TennesseeKentucky TexasLouisiana VirginiaMaryland WashingtonMassachusetts West VirginiaMichigan WisconsinMinnesota Mississippi Missouri Premier Agendas, Inc. Alabama Massachusetts OklahomaAlaska Michigan OregonArizona Minnesota PennsylvaniaCalifornia Mississippi Rhode IslandColorado Missouri South CarolinaConnecticut Montana TennesseeHawaii Nebraska TexasIdaho Nevada UtahIllinois New Hampshire VermontIndiana New Jersey VirginiaIowa New Mexico WashingtonKentucky New York West VirginiaLouisiana North Carolina WisconsinMaine North Dakota WyomingMaryland Ohio Delta Education, LLCDelawareAlabamaCaliforniaIllinoisIndianaLouisianaMassachusettsNew HampshireNew YorkTexasSportime, LLCDelawareCaliforniaColoradoGeorgiaMississippiNew YorkChildcraft Education Corp.ArizonaCaliforniaConnecticutFloridaMassachusettsNew YorkPennsylvaniaTennesseeWyomingSax Arts & Crafts, Inc.DelawareFiling Jurisdictions:Frey Scientific, Inc.DelawareClassroomDirect.com, LLCDelawareAlabamaIndianaCalifone International, Inc.DelawareCaliforniaBird-in-Hand Woodworks, Inc.New JerseyPennsylvaniaSelect Agendas, Corp.Nova ScotiaContractor Licenses:School Specialty, Inc.ArizonaArkansasCaliforniaIdahoIdahoIowaLouisianaMontanaNew JerseyNew MexicoNorth DakotaOregonWashingtonSchedule 4.4 – Group Members (including subsidiaries and joint ventures)Part A Entity Tax ID State ofDomicile AuthorizedShares OutstandingShares School Specialty, Inc. 39-0971239 Wisconsin 151,000,000 19,178,949 ClassroomDirect.com, LLC 47-0892425 Delaware N/A 1 member share Childcraft Education Corp. 13-5619818 New York 3,000,000 1,000 Bird-in-Hand Woodworks, Inc. 22-2618811 New Jersey 2,500 5 Frey Scientific, Inc. 39-1953771 Delaware 3,000 100 Sportime, LLC 22-3476939 Delaware N/A 100 Sax Arts & Crafts, Inc. 39-1956436 Delaware 100 100 Premier Agendas, Inc. 33-0481380 Washington 1,000,000 11,200 Select Agendas, Corp HFX9927 Canada 100,000 1,000 Califone International, Inc. 56-2003579 Delaware 1,000 100 Delta Education, LLC 52-2328764 Delaware N/A 100 Premier School Agendas, Ltd. 126517564 Canada Unlimited 100 Carson – Dellosa Publishing, LLC 27-0645872 Delaware N/A 3,500 Units The outstanding shares or membership interests of all entities are 100% owned by School Specialty, Inc., with the exception of (i) Bird-in-Hand Woodworks,Inc., which is 100% owned by Childcraft Education Corp. and (ii) Carson – Dellosa Publishing, LLC in which School Specialty, Inc. owns 35% of theEquity Interests in such party.Schedule 4.4 – Group MembersPart BLong-Term Debt3.75% Convertible Subordinated Notes due 2026, issued 2011 Stock Option Plans Shares Outstanding School Specialty, Inc. 1998 Stock Incentive Plan 184,200 School Specialty, Inc. 2002 Stock Incentive Plan 929,870* School Specialty, Inc. 2008 Equity Incentive Plan 1,427,675^ Inducement Stock Option Grants 330,000 *2002 Plan 778,725 Stock options; 151,145 Non-vested restricted stock units^2008 Plan 1,264,675 Stock options; 163,000 Non-vested restricted stock unitsSchedule 4.4 – Group MembersPart CMergers:AutoSkill International, Inc. (acquisition sub) liquidated into School Specialty 12/10/09.Acquisitions:11/30/2007 Sitton Spelling (Asset Acquisition directly by School Specialty, Inc.)08/19/2009 AutoSkill International, Inc. (Asset Acquisition by School Specialty, Inc. acquisition sub)03/23/2010 ThinkMath! Assignment and transfer of License Agreement and Inventory purchase directly by School Specialty, Inc.04/04/2011 Telex (Bosch) product line (Asset Acquisition directly by Califone International, Inc.)Schedule 4.5 Agreed Restricted PaymentsNoneSchedule 4.6 – LitigationJames Keller, James Hoff and Larry Ward vs. School Specialty, Inc. – This matter deals with a claim from for sales representatives regarding theclassification of items and the marginal commission rates based upon that classification. School Specialty, Inc. anticipates its likely exposure will not exceed$200,000. This claim is not covered by insurance. As of the closing this case is currently in the discovery stage with ongoing deposition.Wilbert Scott Herman vs. School Specialty Inc., Case Number 37-2008-00092226-OU-PL-CTL, filed September 22, 2008 in the Superior Court ofCalifornia, County of San Diego. Mr. Herman was a school teacher in California and was struck in the head by falling flagpole which was sold by the Parentbut not designed or manufactured by the Parent. This is an insured product liability claim and the Parent’s deductible for products liability is $50,000.William J. Baker v. Childcraft Education Corp., et al., Sup. Ct. of NY, Chemung County, Case No. 2011-2089. William J. Baker, individually and onbehalf of his infant daughter Jenna Baker, sued Childcraft Education Corp (a wholly owned subsidiary of School Specialty, Inc.) due to injuries allegedlysuffered by Ms. Baker while at C.J.’s Country Kids Childcare Center, LLC, with a product allegedly sold by Childcraft. Mr. Baker also has named asdefendants C.J.’s Country Kids Childcare and Gerald and Carolyn Welliver, the owners and operators of C.J.’s. Gallagher Bassett Services, through itsSubsequent Detailed Status Report dated January 23, 2013, has set the liability reserve on this claim for School Specialty at $200,000.School Specialty, Inc. (“SSI”) v. RR Donnelley & Sons Company (“RRD”), U.S. Dist. Ct. E.D. Wis., Case No.1:12-CV-01034. SSI sued RRD for damagesresulting from a deficient printing job. RRD counterclaimed against SSI for fraud in the inducement and breach of contract, claiming SSI concealed knownproblems with the inks RRD used for the printing job, and SSI breached its contract with RRD by cancelling purchase orders for additional work. RRD seeksdamages in excess of $500,000.Redcay Industrial Development, III, LLC (“Redcay”) v. School Specialty, Inc., U.S. Dist. Ct. E.D. PA, Case No. 12-CV-7074. Redcay leased a warehouse inMt. Joy, Pennsylvania to SSI for 20 years, ending on January 1, 2025. Pursuant to the terms of the lease, if SSI’s credit rating adversely changes during theterm of the lease, and that change impairs Redcay’s ability to obtain financing or increases the costs of financing, SSI’s rent increases by the resulting costsand expenses incurred by Redcay. Redcay claims that SSI’s credit rating went down, and Redcay was unable to refinance the property at a substantially lowerinterest rate. Redcay seeks a declaratory judgment that SSI owes more rent under the lease or, in the alternative, Redcay seeks damages for breach of contractfor over $100,000 of additional rent annually.Serenity McArthur v. Sportime, LLC, et al., Cal. Sup. Ct., Eldorado County, Case No. PC20120634. Ms. McArthur, a minor, claims that while she was atthe Boys and Girls Club of Eldorado County Western Slope (the “Boys and Girls Club”), a resistance band manufactured and sold by Sportime wrappedaround her neck, causing her to fall and injure herself. She also has named as defendants Black Oak Mine Unified School District and the Boys and GirlsClub. She seeks compensatory and punitive damages against Sportime, based on theories of strict products liability and failure to warn.Innovatio IP Ventures, LLC – claims to own some 20 patents in the field of wireless networking technology. Innovatio has notified School Specialty thatInnovatio believes School Specialty requires a license under Innovatio’s patents in order to permit users and visitors at any SchoolSpecialty location to use wireless technology to exchange information, including access to the Internet. To date, the company is still gathering information torespond substantively, and has discussed the matter with Innovatio’s counsel to a limited extent. Regarding the Innovatio IP Ventures, LLC claim, which is notat the litigation stage, we estimate the exposure to be less than $250,000. We believe that we have a significant chance of prevailing in the event that this islitigated. These claims are not covered by insurance.Landmark Technology, LLC – claims to own U.S. Patent Nos. 5,576,951, 6,289,319 and 7,010,508 relating to transaction processes and features used inmany electronic commerce systems including structures which exchange business data among trading partners. Landmark has notified School Specialty thatLandmark believes School Specialty requires a license under these patents. To date, the company is still gathering information to respond substantively, andhas discussed the matter with Landmark’s counsel to a limited extent. Regarding the Landmark Technology, LLC claim, which is not at the litigation stage,we estimate the exposure to be less than $200,000. We believe that we have a significant chance of prevailing in the event that this is litigated. These claims arenot covered by insurance.JFJ Toys d/b/a D&L Company and D&L’s owner, Fred Ramirez – claims to own trademark registrations for STOMP and STOMP ROCKET for use withtoy air rockets. D&L has claimed that School Specialty’s (Sportime’s) sale of the STOMP-N-LAUNCH BALL LAUNCHER is a trademark infringement.Sportime has removed the product from its web sites and catalogs, and has changed the name of its product to STEP-N-LAUNCH BALL LAUNCHER, butthere is still some older product in the pipelines. The company expects the matter to be resolved soon without payment of money to D&L.S&S Worldwide, Inc. – claims to own a trademark registration for GATOR SKIN for use in connection with certain children’s play ball products. S&S hasclaimed that School Specialty’s use, in connection with its TechnoSkin ball products, of “Compare our quality and our prices with Gatorskin and all other‘cheap’ balls. We know ours is the best value and higher quality.” is pejorative and deceptively false. The referenced phrase appears in School Specialty’scatalogs only, and not on its web site. School Specialty plans to remove the referenced phrase from future catalogs. The company expects the matter to beresolved soon without payment of money to S&S.The Hubbard Company – claims to own a trademark registration for WARD and design, for use in connection with lesson plans, class records andassignment and attendance notebooks, and is a former supplier of these products to School Specialty. Hubbard claims that some of School Specialty’s websites, including Hammond & Stephens, Learning Outlet, Classroom Direct and School Specialty Canada, are using images and item numbers of Hubbardproducts, but shipping products from other companies, and claims that such activities are acts of trademark infringement and unfair competition. SchoolSpecialty has changed the images of the products shown in its Education Essentials catalog and on its web site, and has changed the item numbers used, andhas informed Hubbard of these changes. The company expects the matter to be resolved soon without payment of money to Hubbard.Barry Traub – is a former employee of the Sportime unit. Mr. Traub has claimed that, after Mr. Traub’s separation from Sportime, Sportime adopted some ofhis product ideas, and has not complied with its termination agreement with him regarding payment for those ideas. The matter is not yet at the litigation stage,and the company believes the matter will be resolved with a payment, if any, of less than $30,000.Carson-Dellosa Publishing, LLC (“CD”) a limited liability company of which School Specialty, Inc. (“SSI”) owns a 35% equity interest has through theircounsel of Schell Bray PLLC noticed SSI in a letter dated January 3, 2012 that CD alleges that SSI “may have breached and may be contemplating furtherbreaches of the noncompetition provisions set forth in Section 14.4. of the Operating Agreement (the “Noncompetition Provisions”). We are not attempting todescribe comprehensively the depth and breadth of the Noncompetition Provisions in this letter. We do, however, wish to express concern about certainactivities of SSI that may violate the Noncompetition Provisions.” No formal action has been taken at this time and SSI disputes this allegation.Christine Liberti v. School Specialty, Inc., et al., U.S. Dist. Ct. D. N.J., Case No. 3:11 CV 06353 AET TJB. Ms. Liberti has sued School Specialty, Inc. forinjuries she allegedly sustained when a hutch on her desk at work, allegedly sold by School Specialty, fell on her. She also has named as defendantsAramark, Office Furniture.com, Kathy Ireland Office by Martin, and Gilbert Martin Woodworking Company, Inc. She seeks compensatory and punitivedamages, as well as attorney fees, based on a number of theories, including strict product liability, failure to warn, and fraud.Natalie Zartarian and Araksi Zartarian have notified School Specialty, Inc. of a personal injury claim relating to a Spark Workshop training program. TheZartarians currently are pursuing workers compensation remedies, and they have not filed suit for any personal injury claims. While they had hired counseland made a claim against School Specialty, Inc., their attorneys recently withdrew from the representation.Brenda Hruska v. School Specialty, Inc., Wis. Dept. of Workforce Development, Case No. CR201203055. Ms. Hruska has filed a claim with the WisconsinDepartment of Workforce Development, claiming discrimination based on a disability. After School Specialty terminated Ms. Hruska for falsifying timecards, Ms. Hruska claimed School Specialty failed to make reasonable accommodations for her disability.William LaRue v. School Specialty, Inc., Pennsylvania Human Relations Commission, Case No. 846 2011 59586, and U.S. Equal OpportunityCommission, Case No. T1119546. Mr. LaRue filed claims with both the Pennsylvania Human Relations Commission and the U.S. EOC for racialdiscrimination, following his termination. The state administrative proceeding has been closed, but Mr. LaRue still has time to appeal.The Center for Environmental Health, a private watchdog association, has contacted School Specialty, Inc. pursuant to a potential claim of violation ofCalifornia Proposition 65. According to the association, School Specialty produces and/or sells foam-cushioned pads for infants and children to lie on thatcontain a flame retardant, TDCPP, a potentially carcinogenic chemical. The association further alleges that the products contain no clear and reasonablewarning regarding same. These products are manufactured by respective third parties, and merely resold by the School Specialty. If any resolution isnecessary, School Specialty will require the manufacturers to take the steps required by the resolution.Schedule 4.8 – Taxes 1.The State of New York raised a potential issue regarding consolidated versus separate returns in the State of New York. However, no official notice ofassessment has been received. Potential exposure is estimated at $500,000 plus accrued interest. No reserve has yet been established. 2.The Florida Department of Revenue issued a Notice of Proposed Assessment (received on January 28, 2013) related to a sales/use tax audit of SchoolSpecialty, Inc. and Subsidiaries for the periods September 1, 2008 through August 31, 2011. The proposed assessment is for approximately $320,000which includes additional tax, interest and penalties. The Company estimates the actual exposure to be closer to $50,000. It appears certain supportingdocuments were not reflected in the auditors proposed assessment. As such, this proposed assessment will be disputed. 3.The IRS issued a Notice of Intent to Levy, dated January 21, 2013, relating to unpaid taxes of School Specialty, Inc. for the tax period endingDecember 31, 2009. The alleged amount owed is $2,489.15. School Specialty is investigating this claim. 4.Massachusetts Department of Revenue has examination dispute with School Specialty, Inc. on its Massachusetts Corporate Excise Tax Returns for theperiods of FY 2002, 2003, and 2004. The anticipated exposure on this examination is approximately $157,000 plus interest the full amount of whichhas been properly reserved on the books of School Specialty, Inc. 5.The Louisiana Department of Revenue has completed a desk audit of School Specialty’s tax returns for F’08 through F’12. The department is proposingtax adjustments in F’11 and F’12 in the amounts of $5,552 and $2,985, respectively. This proposal is related to adjustments in the franchise tax basefor items such as intercompany receivables and deferred taxes.Schedule 4.9 – Letters of Credit LC# Bank Beneficiary 02/13/2013 03078027 Bank of America EOS Acquisition LLC $18,472.33 627484 JPMorgan Employers Insurance $250,000.00 IS0017464U Wells Fargo Capitol Indemnity Corporation $72,000.00 5183 Comerica DEI CSEP Inc. $700,000.00 5184* Comerica Travelers Casualty $755,000.00 IS0017461U* Wells Fargo Travelers Casualty $755,000.00 IS0023050U Wells Fargo Berkley Regional Ins Co $2,000,000.00 IS0017457U Wells Fargo Sentry Insurance $900,000.00 $5,450,472.33 *The $755,000.00 letter of credit will be outstanding in duplicates for period not to exceed 30 days. This newly issued letter of credit has been required byTravelers Casualty.Schedule 4.10 – ERISA PlansSchool Specialty, Inc. 401(k) PlanSchool Specialty, Inc. Welfare Benefit Plan which is a form of cafeteria plan which provides for health insurance, dental insurance, life insurance, disabilityinsurance, vision insurance, tuition reimbursement and other miscellaneous benefits.Schedule 4.11 – Material ContractsPart APremier School Agendas, Ltd. and School Specialty, Inc. have an oral understanding causing journal entries to be made on the books of each whereby theAutoskill related services provided by Premier School Agendas, Ltd. to School Specialty, Inc. are reimbursed at cost plus a 10% markup.Part B1. FOSS agreementAgreement between the Regents of the University of California and Encyclopedia Britannica Educational Corporation dated September, 1995.Amendment No. 1, dated April 17, 1996.Amendment No. 2, dated May 2, 1997.Amendment No. 3, dated February 7, 2000.Amendment No. 4, dated 2001.Amendment No. 5, dated May 14, 2003.Amendment No. 6, dated March 6, 2007.Amendment No. 7, dated January 1, 2008.Agreement between the Regents of the University of California and Delta Education Inc. dated October 31, 1997.Amendment No. 1, dated July 31, 2001.Amendment No. 2, dated May 14, 2003.Amendment No. 3, dated September 1, 2004.Amendment No. 4, dated January 1, 2009.2. Franklin Covey agreementLicense Agreement among Franklin Covey Co., a Utah corporation, Premier Agendas, Inc., a Washington corporation, and Premier School Agendas Ltd.Agenda Scolaire Premier Ltee, a corporation incorporated under the Canadian Business Corporation Act dated November 13, 2001.Part C NoneSchedule 4.12 Environmental ComplianceConsent Agreement and Final Order regarding Califone International Inc. and the United States Environmental Protection Agency regarding listing ofantimicrobial agents in the production of headphones. Docket No. FIFRA-09-2010-0002 a copy of which has been provided to the Administrative Agent.Microbial growth at the School Specialty, Inc.’s property at 1156 Four Star Drive, Mount Joy, PA, as more fully described in the Limited Microbial,Legionella and IAQ Survey Closing Report, dated May 3, 2012, by Proac Corporation.Childcraft Education Corp. has been identified as a responsible party for the costs of investigating and cleanup of contamination at the Berkley ProductsCompany site, Akron Borough and West Earl Township, Pennsylvania, as more fully described in a December 17, 2012 letter from the PennsylvaniaDepartment of Environmental Protection. The total amount due under this matter was $1,078.55 which was paid by School Specialty, Inc. on February 1,2013.The Center for Environmental Health, a private watchdog association, has contacted School Specialty, Inc. pursuant to a potential claim of violation ofCalifornia Proposition 65. According to the association, School Specialty produces and/or sells foam-cushioned pads for infants and children to lie on thatcontain a flame retardant, TDCPP, a potentially carcinogenic chemical. The association further alleges that the products contain no clear and reasonablewarning regarding same. These products are manufactured by respective third parties, and merely resold by the School Specialty. If any resolution isnecessary, School Specialty will require the manufacturers to take the steps required by the resolution.Schedule 4.14(a) – Owned and Leased Real EstatePart AOwned PropertySalina, Kansas Distribution Center owned by School Specialty, Inc.Address: 3525 S. Ninth Street Salina, KS 67401Leased Property101 Almgren Drive, Agawam, MA 010013825 S Willow Avenue, Fresno, CA 93722W6316 Design Drive, Greenville, WI 549421156 Four Star Drive, Mount Joy, PA 17552100 Paragon Parkway, Mansfield, OH 44903625 Mount Auburn Street, Cambridge, MA80 Northwest Boulevard, Nashua, NH 030633031 Industry Drive, Lancaster, PA 176031145 Arroyo Avenue, San Fernando, CA 913403175 Northwoods Parkway, Norcross, GA 300711845 North Airport Road, Fremont, NE 680262000 Kentucky Street, Bellingham, WA 98226400 Sequoia Drive, Bellingham, WA 98226438 Camino Del Rio South, San Diego, CA 92108109 W. Commercial Street, East Rochester, NY 144452007 – 2019 Iowa Street, Bellingham, WA 98226555 Legget Drive, Ottawa, Ontario K2K 2X3 (AutoSkill)6800 Cote de Liesje Saint Lavrent, Quebec H4T 2A7 (Select)20230 64 Avenue, Langley, British Columbia V2Y IN3 (Premier Select Agendas, Ltd.)thPart B625 Mount Auburn Street, Cambridge, MALease executed May 1, 2003 by and between Prospectus, LLC, and Delta Education, LLC, a Delaware Limited Liability Company.First lease extension by and between Prospectus, LLC, and Delta Education, LLC, a Delaware Limited Liability Company.Amendment to Lease executed as of the 12 day of September, 2007 by and between KBS realty Advisors, LLC and Delta Education, LLC.Second Amendment to Lease made and effective as of the 6 day of August, 2012 by and between 625 Mount Auburn Street, L.L.C. and Delta Education,LLC80 Northwest Boulevard, Nashua, NHSublease is made and entered into as of the 9 day of August, 2001, by and between Delta Education, Inc. (Sub-landlord) and Delta Education, LLC(Subtenant).Lease agreement dated as of June 4, 1998 between CRICNASH-NH Trust, a Delaware business trust, and Delta Education Inc., a New Hampshirecorporation.1845 North Airport Road, Fremont, NEThird Amendment to lease made and effective as of the 20 day of December, 2010 by and between Roger D. Pannier and Pamela S. Pannier and SchoolSpecialty, Inc., a Wisconsin Corporation.Second Amendment to Lease made and effective as of the 7 day of May, 2007 by and between Roger D. Pannier and Pamela S. Pannier and School Specialty,Inc., a Wisconsin corporation.First Amendment to Lease effective as of the 1 day of May, 2007 to amend the Lease to document that the rental rates under the First Extension Term areeffective July 1, 2007 even though the actual First Extension Term does not begin until July 1, 2008.Lease Agreement of Lease made and effective as of the 1 day of July, 2003 by and between Roger D. Pannier and Pamela S. Pannier and School Specialty,Inc., a Wisconsin corporation.Lease Agreement made this 30 day of June, 1998 by and between Roger D. Pannier and Pamela S. Pannier, husband and wife, and School Specialty, Inc., aDelaware Corporation.438 Camino Del Rio South, San Diego, CA 92108Amendment to Lease dated October 28, 2002 between United Hansel Inc. and School Specialty Inc. (SPARK).Amendment to Lease dated October 28, 2002 between United Hansel, Inc., and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated.thththththststthAmendment to Lease dated October 28, 2002 between United Hansel, Inc., and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated.Amendment to Lease dated October 28, 2002 between United Hansel, Inc., and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated.Amendment to Lease dated October 28, 2002 between United Hansel, Inc., and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated.Amendment to Lease dated October 28, 2002 between United Hansel, Inc., and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated.Lease between United Hansel, Inc., a California corporation and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated October 28,2002.3825 S. Willow Ave., Fresno CA 93722.Amendment to Lease dated December 5, 2008 by and between School Specialty, Inc. as Tenant and JBPops, LP as successor to One-Eight Investments, Inc.as Landlord.Lease Agreement entered into on July 20, 1999 by and between School Specialty, Inc. as Tenant and One-Eight Investments, Inc. as Landlord.101 Almgren Dr., Agawam, MA 01001The property was sublet in its entirety by School Specialty, Inc. under a Sublease entered into on December 31, 2004 by and between Vaupell Holdings, Inc. asSublessee and School Specialty, Inc. as Sublessor.The interest of the Landlord was assigned to Four Cities Partners, Ltd. on November 21, 2001.Lease Agreement entered into on November 3, 2000 by and between School Specialty, Inc., as Tenant and Agawam SSI, L.L.C. as Landlord.100 Paragon Parkway, Mansfield, OH 44903Amendments by Lustbader-Ruskin Investments, the Lessor and School Specialty, Inc. the Lessee on June 6, 2008 and on October 31, 2008.The Lessor’s sole member interest was assigned from Mesirow Realty Sale-Leaseback, Inc. to Lustbader-Ruskin Investments on January 11, 2002.Lease Agreement entered into on November 3, 2000 by and between School Specialty, Inc. as Lessee and SSI Mansfield, L.L.C. as Lessor.3175 Northwoods Parkway, Norcross, GA 30071Lease Agreement entered into November 2, 2009, by and between Northwoods Investors, LLC, A Delaware Limited Liability Company as Landlord andSchool Specialty, Inc., a Wisconsin corporation.3031 Industry Drive, Lancaster, PA 17601Revised summary sheet dated September 13, 2007. This revised summary sheet cancels the previous summary sheet for the period of January 1, 2003 thruDecember 31, 2007.Revised summary sheet dated September 22, 2003. This revised summary sheet cancels the previous summary sheet for the period of January 1, 1998 thruDecember 31, 2002.Lease Agreement entered into January 1, 2003, by and between Benjamin H. Herr a & Elizabeth B. Herr, as Landlord and Childcraft Education Corp., asTenant.Revised summary sheet dated October 26, 2012. Revised summary sheet cancels and replaces the previously effective summary sheet.W6316 Design Drive, Greenville, WI 54942Amendment entered into on February 12, 2007 by and between School Specialty, Inc. as Tenant and Calumet Village Partners, LLP as Landlord.Amendment entered into on May 15, 2001. This amendment assigned the Landlord’s interest to Calumet Village Partners, LLP. This amendment was enteredinto by and between School Specialty, Inc. as Tenant and Calumet Village Partners, LLP as Landlord.Lease Agreement entered into on December 2000 by and between School Specialty, Inc., as Tenant and Stephen A. Winter and Teresa E. Winter as Landlord.1156 Four Star Drive, Mount Joy, PA 17552Amendment entered into on April 30, 2004 by and between Redcay Industrial Development, III, LLC, a Pennsylvania Limited Liability Company, as Landlordand School Specialty, Inc., a Wisconsin corporation as Tenant.Lease entered into on April 9, 2004 by and between Redcay Industrial Development, III, LLC, a Pennsylvania Limited Liability Company, as Landlord andSchool Specialty, Inc., a Wisconsin corporation as Tenant.1145 Arroyo Avenue, San Fernando, CA 91340Amendment entered into April 5, 2012, by and between CPF SAN FERNANDO, LLC, a Delaware Limited Liability Company as Landlord and SchoolSpecialty, Inc. a Wisconsin corporation and Califone International, Inc., a Delaware corporation collectively the Tenant.Lease entered into June 25, 2005, by and between CPF SAN FERNANDO, LLC, a Delaware Limited Liability Company as Landlord and School Specialty,Inc. a Wisconsin corporation and Califone International, Inc., a Delaware corporation collectively the Tenant.Second Amendment entered into July 31, 2012 by and between CPF SAN FERNANDO, LLC, a Delaware Limited Liability Company as Landlord andSchool Specialty, Inc. a Wisconsin corporation and Califone International, Inc., a Delaware corporation collectively the Tenant.400 Sequoia Drive, Bellingham, WA 98226Amendment entered into November 1, 2008, by and between COMCAST of Washington IV, Inc. as Sub-landlord and Premier Agendas, Inc. as Sub-tenant.Amendment entered into June 11, 2007, by and between COMCAST of Washington IV, Inc. f/k/a TCI CABLEVISION of Washington, Inc. as Sub-landlordand Premier Agendas, Inc. as Sub-tenant.Amendment entered into March 22, 2005, by and between COMCAST of Washington IV, Inc. f/k/a TCI CABLEVISION of Washington, Inc. as Sub-landlord and Premier Agendas, Inc. as Sub-tenant.Sublease entered into June 4, 2002, by and between TCI CABLEVISION of Washington, Inc. as Sub-landlord and Premier Agendas, Inc. as Sub-tenant.2000 Kentucky Street, Bellingham, WA 98226Lease Extension Agreement entered into January 19, 2011, by and between The Harvey Partnership, a Washington partnership, as Lessor and PremierAgendas, Inc. d/b/a Premier Graphics as Lessee.Lease entered into April 2, 1996, by and between The Harvey Partnership, a Washington partnership, as Lessor and Premier Agendas, Inc. d/b/a PremierGraphics as Lessee.Schedule 4.14(b) – Lease DefaultsPart ANonePart BNoneSchedule 4.14(c) – Eligible Inventory Locations3825 S Willow Avenue, Fresno, CA 93722W6316 Design Drive, Greenville, WI 549421156 Four Star Drive, Mount Joy, PA 17552100 Paragon Parkway, Mansfield, OH 4490380 Northwest Boulevard, Nashua, NH 030633525 South Ninth Street, Salina, KS 674013031 Industry Drive, Lancaster, PA 176031145 Arroyo Ave, San Fernando, CA1845 N. Airport, Fremont, NE 680262000 Kentucky St., Bellingham, WA 982262007 — 2019 Iowa Street, Bellingham, WA 98226400 Sequoia Drive, Suite 200, Bellingham, WA 98226625 Mount Auburn St., Cambridge, MA438 Camino Del Rio South, San Diego, CA 92108Inventory held by Processors and Agents222 Tappan Drive, Mansfield, OH 449061000 Stricker Road, Mount Joy, PA 1755260 Grumbacher Road, York, PA 17406Archway NM, 1600 First Street NW, Albuquerque, NM 87102Archway Southwest, 600 Freeport Parkway, Coppell, TX 75019Educators Book Depository of AR, 6700 Sloane Drive, Little Rock, AR 72206Florida School Book Depository, 1125 North Ellis Road, Jacksonville, FL 32254Mountain State Schoolbook Depository, PO Box 160250, Clearfield, UT 84016Northwest Textbook Depository, PO Box 5608, Portland, OR 97228Archway Oklahoma, 5600 SW 36 Street, Oklahoma City, OK 73179Professional Book Distributors, 3280 Summit Ridge, Duluth, GA 30096RL Bryan Company, 301 Greystone Boulevard, Columbia, SC 29210thSchool Book Supply Co of LA, 9380 Ashland Road, Gonzales, LATennessee Book Company, 1550 Heil Quaker Boulevard, LaVergne, TN 37086The James & Law Company, 217 West Main Street, Clarksburg, WV 26302Smart Warehousing, 9850 Industrial Boulevard, Lexena, KS 66215Farmington Public Schools, 32789 West Ten Mile Road, Farmington, MI 48336Royal Seating Corporation, 1110 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation, 1201 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation, V-Building, 600 South Rusk, Cameron, TX 76520Royal Seating Corporation, W-Building, 409 South Karnes, Cameron, TX 76520Royal Seating Corporation, X-Building, 1050 Dossett Street, Cameron, TX 76520Royal Seating Corporation, Y-Building, 659 South Bowie Ave., Cameron, TX 76520Royal Seating Corporation, Z-Building, 620 South Bowie Ave., Cameron, TX 76520Cargo Zone LLC 6200 North 16 Street, Omaha, NE 68110TAYLOR TEXAS FACILITY:1103 NW Carlos Parker Blvd.Taylor, TX 76574Property Owner:Taylor CPB Property LLC3500 W 75 St, Suite 200Prairie Creek, KS 66208Lessor:Pan Pacific Sourcing, LLC481 Great Plain Ave.Needham, MA 02492-3728Print Partner locationsPremier Print Partner PlantsCDS2661 S. Pacific Hwy.Medford, OR 97501AndDock #32603 S. Pacific HwyMedford, OR 97501ththHeuss Printing, Inc.903 North 2 StreetAmes, IA 50010LewisColor30 Joe Kennedy BlvdStatesboro, GA 30458Pioneer GraphicsPO Box 2516Waterloo, IA 50704316 W.5 StreetWaterloo, IA 50701Premier Impressions194 Woolverton Rd.Grimsby ON L3M 4E7CanadaPremier PrintingOne Beghin AveWinnipeg, MB R2J 3X5PrintComm2929 Davison Rd.Flint, MI 48506Printing Enterprises1411 First Avenue NWNew Brighton, MN 55112Sentinel Printing250 North Highway 10St. Cloud, MN 56304Spangler Graphics2930 and 2950 South 44 StreetKansas City, KS 66106Walsworth Publishing Co306 North Kansas AvenueMarceline, MO 64658ndththSchedule 4.15 – Deposit Accounts and Securities AccountsUS Accounts Owner Type of Account Bank Account NumberSchool Specialty, Inc. Operating JPMorgan Chase *School Specialty, Inc. SFD Credit Cards JPMorgan Chase School Specialty, Inc. Disbursement-Payables JPMorgan Chase Bird in Hand Disbursement JPMorgan Chase School Specialty, Inc. Payroll JPMorgan Chase Califone Disbursement-Payables JPMorgan Chase School Specialty, Inc. Disbursement-PPO JPMorgan Chase School Specialty, Inc. Flex Spending JPMorgan Chase School Specialty, Inc. (d/b/a SPARK) Working Fund JPMorgan Chase Califone Credit Card Depository JPMorgan Chase Delta Education Credit Card Depository JPMorgan Chase School Specialty, Inc. (d/b/a Educational Publishing Service) Credit Card Depository JPMorgan Chase School Specialty, Inc. (d/b/a Educational Publishing Service) Disbursement-Payables JPMorgan Chase School Specialty, Inc. School Specialty/LB Depositary JPMorgan Chase *School Specialty, Inc. Lockbox JPMorgan Chase *School Specialty, Inc. Lockbox JPMorgan Chase *School Specialty, Inc. Lockbox JPMorgan Chase *Califone International, Inc. Lockbox JPMorgan Chase *School Specialty, Inc. Disbursement-Payables JPMorgan Chase School Specialty, Inc. Credit Card Depository JPMorgan Chase School Specialty, Inc. E-Tail Depository Account JPMorgan Chase Premier Agendas, Inc. Depository JPMorgan Chase *Califone International, Inc. Depository Wells Fargo Bank *School Specialty, Inc. Depository JPMorgan Chase *School Specialty, Inc. Concentration JPMorgan Chase *School Specialty, Inc. Depository JPMorgan Chase *School Specialty, Inc. Depository Comerica **School Specialty, Inc. Depository JPMorgan Chase **School Specialty, Inc. Depository Bank of America ** *Control agreements in effect for these accounts**Accounts which are utilized to collateralize letters of credit. It is assumed that these will be eventually replaced with a Wells Fargo account andcorresponding letters of credit.JPMorgan Chase10 S DearbornChicago, IL 60603Gina Sorci (312) 732-2029Bank of America112 East Holly StreetBellingham, WA 98225(360) 676-2816Wells Fargo Bank21255 Burbank Blvd., Suite 110Woodland Hills, CA 91367Peggy Knox (818) 595-3961Canadian Accounts Owner Type of Account Bank Account NumberPremier School Agendas, Ltd. Operating Account JPMorgan Chase Premier School Agendas, Ltd. Lockbox Depository JPMorgan Chase Premier School Agendas, Ltd. Operating Account JPMorgan Chase Premier School Agendas, Ltd. Disbursement-Payables JPMorgan Chase Premier School Agendas, Ltd. Credit Card Depository JPMorgan Chase Premier School Agendas, Ltd. Operating Account JPMorgan Chase Premier School Agendas, Ltd. Operating Account JPMorgan Chase School Specialty, Inc. Lockbox and Disbursements JPMorgan Chase School Specialty, Inc. Credit Card Depository JPMorgan Chase JPMorgan Chase10 S DearbornChicago, IL 60603Gina Sorci (312) 732-2029Schedule 4.16A – Labor Complaints, Etc.Please see the Hruska and LaRue claims identified on Schedule 4.6 – Litigation.Schedule 4.16B – Union MattersNoneSchedule 4.17 – Relevant JurisdictionsFiling Jurisdictions:School Specialty, Inc. – WisconsinChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other locations3825 S. Willow AvenueFresno, CA 937221156 Four Star Dr.Mount Joy, PA 17552100 Paragon PkwyMansfield, OH 449033175 Northwoods ParkwayNorcross, GA 30071438 Camino Del Rio SouthSan Diego, CA 92108625 Mount Auburn StCambridge, MAPremier Agendas, Inc. – WashingtonChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other locations2000 Kentucky St.Bellingham, WA 982262007 — 2019 Iowa StreetBellingham, WA 98226400 Sequoia Drive, Suite 200Bellingham, WA 982261845 N. AirportFremont, NE 68026Delta Education, LLC — DelawareChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other locations80 Northwest BlvdNashua, NH 03063109 W. Commercial St.East Rochester, NY 14445Sportime, LLC — DelawareChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Childcraft Education Corp. – New YorkChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Sax Arts & Crafts, Inc. – DelawareChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Bird-In-Hand Woodworks, Inc. – New JerseyChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other location3031 Industry DriveLancaster, PA 17603Califone International, Inc. – DelawareChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other location1145 Arroyo AveSan Fernando, CAClassroomDirect.com, LLC – DelawareChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other locationNoneFrey Scientific, Inc. – DelawareChief Executive Office and office of books, records and senior managementW6316 Design DriveGreenville, WI 54942Other locationNoneSelect Agendas, Corp. – Nova ScotiaChief Executive Office and office of books, records and senior management6800 Chemin de la Cote-de-LiesseSt-Laurent, Quebec H4T 2A7Other locationNonePremier School Agendas, Ltd. –Chief Executive Office and office of books, records and senior management20230 64 AvenueLangley, BC V2Y-1N3Other locationNonethSCHEDULE 4.18toCREDIT AGREEMENT (BAYSIDE)Patents Title Country App. No. FilingDate Pat. No. IssueDate Status Bus. Unit / OwnerBIN AND BAY SHELVING AND STORAGE UNIT United States D437,706 02/20/01 Granted Childcraft Education CorpDUAL SURface BALL United States 29/151,190 10/22/01 D478367 08/12/03 Granted School Specialty, Inc.ART TABLE United States 10/068,439 02/05/02 6694893 02/24/04 Granted Childcraft Education CorpCOAT RACK AND STORAGE UNIT United States D436,263 01/16/01 Granted Childcraft Education CorpROLLING BIN United States D423,171 04/18/00 Granted Childcraft Education CorpART TABLE United States D423,254 04/25/00 Granted Childcraft Education CorpROOM DIVIDER United States D423,825 05/02/00 Granted Childcraft Education CorpHANDLES IN A PAIR OF SWINGING DOORS United States D429,097 08/08/00 Granted Childcraft Education CorpTOY REFRIGERATOR HAVING AN ACTIVITYSURface United States 09/479,004 01/07/00 6171173 01/09/01 Granted Childcraft Education CorpMETHOD OF TEACHING READING (ii) United States 11/511,473 08/29/06 Published School Specialty, Inc.CORNER MOULDING AND IMPROVED CORNERCONSTRUCTION United States 09/263,751 03/05/99 6352382 03/05/02 Granted Childcraft Education CorpCHAIR United States D470,320 02/18/03 Granted Childcraft Education CorpTitle Country App. No. FilingDate Pat. No. IssueDate Status Bus. Unit / OwnerCHAIR United States D471,730 03/18/03 Granted Childcraft Education CorpMETHOD OF TEACHING READING United States 09/726,550 12/01/00 6544039 04/08/03 Granted School Specialty, Inc.METHOD OF TEACHING READING Canada 12/01/00 2327241 06/10/08 Granted School Specialty, Inc.EDUCATIONAL GAME United States 29/241,872 11/01/05 D538,856 03/20/07 Granted School Specialty, Inc.TRAINING DEVICE United States 29/240,540 10/14/05 D537,119 02/20/07 Granted Sportime, LLCTRAINING DEVICE United States 11/365,973 03/01/06 7618358 11/17/09 Granted Sportime, LLCCORNER MOULDING AND IMPROVED CORNERCONSTRUCTION United States 09/263,751 03/05/99 6176637 01/23/01 Granted Childcraft Education CorpUnited States Trademarks Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing Date1 & Design Premier Agendas, Inc. Registered 1753883 23-Feb-1993 610 Califone International, Inc. Registered 4091042 85/354,375 24-Jan-2012 23-Jun-2011ABC Childcraft Education Corp Registered 3264692 78/922,715 17-Jul-2007 05-Jul-2006ABC School Specialty, Inc. Pending 85/739,308 26-Sep-2012ABC School Specialty, Inc. Pending 85/744,810 03-Oct-2012ABC School Specialty, Inc. Pending 85/752,878 12-Oct-2012ABC School Specialty, Inc. Pending 85/758,695 19-Oct-2012ABC School Specialty, Inc. Pending 85/764,916 26-Oct-2012ABC SCHOOL SUPPLY Childcraft Education Corp Registered 2298368 07-Dec-1999 ABC WHERE EDUCATION MEETS IMAGINATION and Design Childcraft Education Corp Registered 2338224 04-Apr-2000 ABILITATIONS Sportime, LLC Registered 1741976 74/265,815 22-Dec-1992 15-Apr-1992ACADEMY OF MATH School Specialty, Inc. Registered 2757555 78/107,494 26-Aug-2003 07-Feb-2002ACADEMY OF READING Registered 2713411 76/433,433 06-May-2003 23-Jul-2002AGENDA MATE Premier Agendas, Inc. Registered 2161267 02-Jun-1998 AUTOSKILL School Specialty, Inc. Pending 85/440,105 05-Oct-2011AUTOSKILL School Specialty, Inc. Registered 2501650 76/018,479 30-Oct-2001 05-Apr-2000AV2 Califone International, Inc. Registered 4,222,827 85/351,692 09-Oct-2012 21-Jun-2011B THE SPEECH BIN & Design Sportime, LLC Registered 1542482 06-Jun-1989 BASE TEN FRIES Delta Education, LLC Registered 2343563 18-Apr-2000 BECAUSE CHILDREN LEARN BY DOING Delta Education, LLC Registered 1907146 25-Jul-1995 STMark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateBECKLEY CARDY & Design School Specialty, Inc. Registered 3444300 77/262,873 10-Jun-2008 23-Aug-2007BIRD-IN-HAND Childcraft Education Corp Registered 3954275 85/115,820 03-May-2011 25-Aug-2010BIRD-IN-HAND and Design Childcraft Education Corp Registered 3954276 85/115,823 03-May-2011 25-Aug-2010BRODHEAD GARRETT School Specialty, Inc. Registered 2393549 75/843,310 10-Oct-2000 08-Nov-1999CALIFONE Califone International, Inc. Registered 4137682 85/254,328 08-May-2012 01-Mar-2011CALIFONE Califone International, Inc. Registered 2130349 20-Jan-1998 CALIFONE Califone International, Inc. Registered 1186512 19-Jan-1982 CALIFONE & Design Califone International, Inc. Registered 582612 24-Nov-1953 CATCH BALL and Design Sportime, LLC Registered 1836922 74/278,480 17-May-1994 26-May-1992CATT School Specialty, Inc. Pending 85/600,067 17-Apr-2012CELL-U-LAR RUBBER TECHNOLOGY (Stylized) Sportime, LLC Registered 2986067 78/134,349 16-Aug-2005 10-Jun-2002CHILDCRAFT Childcraft Education Corp Registered 712499 72/091,591 14-Mar-1961 25-Feb-1960CHILDCRAFT Childcraft Education Corp Registered 2006367 75/026,995 08-Oct-1996 04-Dec-1995CHIME TIME Sportime, LLC Registered 1737386 74/265,816 01-Dec-1992 15-Apr-1992CLAIMS TO FAME School Specialty, Inc. Registered 2434267 06-Mar-2001 CLASSROOM DIRECT Classroom Direct.com LLC Registered 2795089 16-Dec-2003 CLASSROOM SELECT School Specialty, Inc. Registered 3162946 75/811,427 24-Oct-2006 28-Sep-1999CLASSROOM SELECT & Design School Specialty, Inc. Registered 3350057 78/846,980 04-Dec-2007 27-Mar-2006CLASSROOM SELECT (stacked) School Specialty, Inc. Registered 4091699 85/033,268 24-Jan-2012 07-May-2010CLASSROOMDIRECT.COM Classroom Direct.com LLC Registered 3685902 77/686,524 22-Sep-2009 09-Mar-2009CVB CONTENT — AREA VOCABULARY BUILDER School Specialty, Inc. Published 85/053,659 03-Jun-2010CVB CONTENT — AREA VOCABULARY BUILDER School Specialty, Inc. Registered 4140407 85/976,429 08-May-2012 13-Feb-2012Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateDECIMAL DOG Delta Education, LLC Registered 2368405 18-Jul-2000 DECIMAL DOG Delta Education, LLC Registered 2837853 04-May-2004 DELTA CIRCUITWORKS Delta Education, LLC Registered 2923833 01-Feb-2005 DELTA EDUCATION Delta Education, LLC Registered 2812356 10-Feb-2004 DELTA EDUCATION & Design Delta Education, LLC Registered 2374672 08-Aug-2000 DELTA EDUCATION & Design Delta Education, LLC Registered 2343043 18-Apr-2000 DELTA EDUCATION & Design Delta Education, LLC Registered 3797720 78/949,706 01-Jun-2010 10-Aug-2006DELTA EDUCATION SCIS 3 & Design Delta Education, LLC Registered 1783147 20-Jul-1993 DELTA SCIENCE CONTENT READERS Delta Education, LLC Registered 3706026 77/374,898 03-Nov-2009 18-Jan-2008DELTA SCIENCE FIRST READERS Delta Education, LLC Registered 3063278 78/579,490 28-Feb-2006 03-Mar-2005DELTA SCIENCE MODULE Delta Education, LLC Registered 2844301 25-May-2004 DELTA SCIENCE READERS Delta Education, LLC Registered 3229760 78/909,268 17-Apr-2007 15-Jun-2006DELTA SCIENCE RESOURCE SERVICE Delta Education, LLC Registered 3835810 77/624,467 17-Aug-2010 02-Dec-2008DIAL-A-DIGIT Delta Education, LLC Registered 2458617 05-Jun-2001 DIAL-A-DOLLAR Delta Education, LLC Registered 2458616 05-Jun-2001 DIAL-A-FRACTION Delta Education, LLC Registered 2462810 19-Jun-2001 DIAL-A-PATTERN Delta Education, LLC Registered 2509886 20-Nov-2001 DIAL-A-TIME Delta Education, LLC Registered 2456424 29-May-2001 DIAL-A-TRIAL Delta Education, LLC Registered 2509888 20-Nov-2001 DIAL-A-VOLUME Delta Education, LLC Registered 2509887 20-Nov-2001 DISCOVER AGENDA Premier Agendas, Inc. Registered 2722431 03-Jun-2003 Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateDISCOVERY Califone International, Inc. Registered 4091043 85/354,379 24-Jan-2012 23-Jun-2011DOTCAR Delta Education, LLC Registered 3100515 78/628,430 06-Jun-2006 12-May-2005DSM THIRD EDITION Delta Education, LLC Pending 85/352,961 22-Jun-2011EDUCATION ESSENTIALS School Specialty, Inc. Registered 3033079 78/402,586 20-Dec-2005 15-Apr-2004EDUCATORS PUBLISHING SERVICE School Specialty, Inc. Registered 2988601 76/575,452 30-Aug-2005 17-Feb-2004EPS School Specialty, Inc. Registered 3813140 77/783,358 06-Jul-2010 17-Jul-2009EPS School Specialty, Inc. Registered 3798641 77/782,872 08-Jun-2010 16-Jul-2009EPS School Specialty, Inc. Registered 2287995 19-Oct-1999 EPS School Specialty, Inc. Registered 2292730 16-Nov-1999 EPS & Design School Specialty, Inc. Registered 3039679 76/621,988 10-Jan-2006 22-Nov-2004EPS & Design School Specialty, Inc. Registered 2281714 28-Sep-1999 EPS —CL16 School Specialty, Inc. Registered 2279489 21-Sep-1999 EPS PHONICS PLUS School Specialty, Inc. Registered 3218947 78/722,904 13-Mar-2007 29-Sep-2005EXPLODE THE CODE School Specialty, Inc. Registered 2276181 07-Sep-1999 EXPLORER Califone International, Inc. Registered 4091044 85/354,386 24-Jan-2012 23-Jun-2011FAST FOOD FOR THOUGHT Delta Education, LLC Registered 1877608 07-Feb-1995 FRACTION BURGER Delta Education, LLC Registered 2755799 26-Aug-2003 FRACTIONOES Delta Education, LLC Registered 2462811 19-Jun-2001 FREY CHOICE School Specialty, Inc. Registered 3842515 77/704,182 31-Aug-2010 01-Apr-2009FREY SCIENTIFIC School Specialty, Inc. Registered 2393552 75/843,889 10-Oct-2000 08-Nov-1999FREY SECURE School Specialty, Inc. Registered 3842513 77/704,177 31-Aug-2010 01-Apr-2009FREY SELECT School Specialty, Inc. Registered 3842514 77/704,180 31-Aug-2010 01-Apr-2009GETTING STARTED WITH MANIPULATIVES (Stylized) Delta Education, LLC Registered 3010435 76/613,053 01-Nov-2005 20-Sep-2004GO WORKBOOK Premier Agendas, Inc. Registered 3117882 78/277,792 18-Jul-2006 23-Jul-2003Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateGOT IT! Califone International, Inc. Registered 3755877 77/632,278 02-Mar-2010 12-Dec-2008HELPING EDUCATORS ENGAGE AND INSPIRE STUDENTSOF ALL AGES AND ABILITIES TO LEARN School Specialty, Inc. Registered 3652327 77/464,756 07-Jul-2009 02-May-2008HEXAGONOES Delta Education, LLC Registered 3475563 77/339,063 29-Jul-2008 28-Nov-2007HUSH BUDDY Califone International, Inc. Published 85/389,616 04-Aug-2011IF I PLAN TO LEARN, I MUST LEARN TO PLAN Premier Agendas, Inc. Registered 2120484 75/099,048 09-Dec-1997 06-Mar-1996INCOMMAND Premier Agendas, Inc. Pending 85/627,761 17-May-2012INCOMMAND PRO Premier Agendas, Inc. Pending 85/627,763 17-May-2012INQUIRY INVESTIGATIONS Delta Education, LLC Registered 4109628 85/078,862 06-Mar-2012 06-Jul-2010INTEGRATIONS Sportime, LLC Registered 2793125 78/154,693 09-Dec-2003 15-Aug-2002JOURNEY TO SUCCESS Premier Agendas, Inc. Registered 4094352 85/082,650 31-Jan-2012 12-Jul-2010KORNERS FOR KIDS Childcraft Education Corp Registered 1933650 07-Nov-1995 LEARNING OUTLET School Specialty, Inc. Registered 4089263 85/327,528 17-Jan-2012 23-May-2011LITERACY LEADERS School Specialty, Inc. Registered 3423913 77/191,219 06-May-2008 26-May-2007MAGNASTIKS (Stylized) Childcraft Education Corp Registered 1272927 73/413,192 03-Apr-1984 18-Jan-1983MAGTILES School Specialty, Inc. Registered 3550881 77/149,992 23-Dec-2008 05-Apr-2007MAKE IT A RULE TO PLAN Premier Agendas, Inc. Registered 2118995 75/100,716 09-Dec-1997 08-May-1996MAKE TODAY COUNT School Specialty, Inc. Registered 2279483 21-Sep-1999 MAKING CONNECTIONS School Specialty, Inc. Registered 3218948 78/722,907 13-Mar-2007 29-Sep-2005MATH IN A NUTSHELL Delta Education, LLC Registered 2458341 05-Jun-2001 MATH TUNE-UPS Delta Education, LLC Registered 2605461 06-Aug-2002 NATURE’S IMPRESSIONS School Specialty, Inc. Registered 3646434 77/598,303 30-Jun-2009 22-Oct-2008Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateNEO/BLOOD Delta Education, LLC Registered 2552466 26-Mar-2002 NEO/LAB Delta Education, LLC Registered 2460125 12-Jun-2001 NEO/RESOURCE Delta Education, LLC Registered 2451571 15-May-2001 NEO/SCI Delta Education, LLC Registered 3696397 77/291,723 13-Oct-2009 28-Sep-2007NEO/SLIDE Delta Education, LLC Registered 2451570 15-May-2001 ODYSSEY Califone International, Inc. Registered 4,287,561 85/354,383 12-Feb-2013 23-Jun-2011OLIVIA OWL Premier Agendas, Inc. Registered 2120485 75/099,520 09-Dec-1997 06-May-1996ONTRAC Premier Agendas, Inc. Registered 3842377 77/648,035 31-Aug-2010 13-Jan-2009ONTRAC Premier Agendas, Inc. Registered 3793647 77/369,947 25-May-2010 11-Jan-2008OTMP Premier Agendas, Inc. Pending 85/767,880 31-Oct-2012PATH DRIVER School Specialty, Inc. Pending 85/654,564 18-Jun-2012PATH DRIVER FOR MATH School Specialty, Inc. Pending 85/566,908 12-Mar-2012PATH DRIVER FOR MATH USE DATA TO DRIVE A PATH TOSUCCESS Logo School Specialty, Inc. Pending 85/655,326 19-Jun-2012PATH DRIVER FOR READING School Specialty, Inc. Pending 85/566,906 12-Mar-2012PATH DRIVER FOR READING USE DATA TO DRIVE A PATHTO SUCCESS Logo School Specialty, Inc. Pending 85/655,328 19-Jun-2012PHYSIO-ROLL and Design Sportime, LLC Registered 1766015 74/306,216 20-Apr-1993 21-Aug-1992PORTFOLIO School Specialty, Inc. Registered 4016804 85/036,884 23-Aug-2011 12-May-2010PREMIER GO PROGRAM Premier Agendas, Inc. Registered 3117874 78/262,399 18-Jul-2006 13-Jun-2003PREMIER OTMP Premier Agendas, Inc. Pending 85/767,883 31-Oct-2012PREMIER OTMP CURRICULUM Premier Agendas, Inc. Pending 85/767,887 31-Oct-2012PREMIER OTMP PROGRAM Premier Agendas, Inc. Pending 85/767,886 31-Oct-2012Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DatePREMIER OTMP SKILL-BUILDING PROGRAM Premier Agendas, Inc. Pending 85/767,889 31-Oct-2012PREMIERCAMPUS Premier Agendas, Inc. Registered 3695170 77/663,998 13-Oct-2009 05-Feb-2009PRIMARY PHONICS School Specialty, Inc. Registered 2325691 07-Mar-2000 PROJECTS BY DESIGN School Specialty, Inc. Registered 3852130 77/682,097 28-Sep-2010 03-Mar-2009RAG BALL & Design Sportime, LLC Registered 3548583 76/338,171 23-Dec-2008 15-Nov-2001RAISING RESPECT: TAKE A STAND AGAINST BULLYING Premier Agendas, Inc. Pending 85/736,959 09-24-2012RAISING STUDENT ACHIEVEMENT School Specialty, Inc. Registered 4065748 85/152,081 06-Dec-2011 13-Oct-2010RAISING STUDENT ACHIEVEMENT Logo School Specialty, Inc. Registered 4065749 85/152,082 06-Dec-2011 13-Oct-2010RE-PRINT Classroom Direct.com LLC Registered 1793996 74/338,876 21-Sep-1993 10-Dec-1992S.P.I.R.E. (SPIRE) School Specialty, Inc. Registered 2048906 01-Apr-1997 SAX School Specialty, Inc. Registered 2257283 75/525,966 29-Jun-1999 27-Jul-1998SAX and Design School Specialty, Inc. Registered 3327134 78/795,166 30-Oct-2007 19-Jan-2006SCHOOL SMART School Specialty, Inc. Registered 3376477 78/630,773 29-Jan-2008 16-May-2005SCHOOL SMART & Design School Specialty, Inc. Registered 3735305 78/630,775 05-Jan-2010 16-May-2005SCHOOL SPECIALTY School Specialty, Inc. Registered 2086842 74/712,553 12-Aug-1997 08-Aug-1995SCHOOL SPECIALTY LITERACY AND INTERVENTION School Specialty, Inc. Registered 3965024 85/090,230 24-May-2011 22-Jul-2010SCHOOL SPECIALTY ONLINE (Design) School Specialty, Inc. Registered 3437742 78/628,899 27-May-2008 12-May-2005SCHOOL SPECIALTY THE POWER OF TEACHING. THEWONDERS OF LEARNING, & Design School Specialty, Inc. Registered 3007875 78/331,687 18-Oct-2005 21-Nov-2003SCHOOL SPECIALTY WEXPLORE School Specialty, Inc. Registered 3926476 77/787,848 01-Mar-2011 23-Jul-2009Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateSCIENCE IN A NUTSHELL Delta Education, LLC Registered 2370886 25-Jul-2000 SCIENCE VIEW Delta Education, LLC Registered 2502701 30-Oct-2001 SITTON SPELLING AND WORD SKILLS School Specialty, Inc. Registered 3617281 77/452,338 05-May-2009 18-Apr-2008SOUNDS SENSIBLE School Specialty, Inc. Registered 2163913 09-Jun-1998 SOUNDS SENSIBLE School Specialty, Inc. Registered 3381536 77/218,893 12-Feb-2008 29-Jun-2007SPELL CHECK School Specialty, Inc. 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Date Filing Date ABC Canada Childcraft Education Corp Registered 737538 1310677 03-Apr-2009 26-Jul-2006 ABILITATIONS Canada Sportime, LLC Registered 747940 1331474 17-Sep-2009 16-Jan-2007 Mark Country / Business Unit Status Reg. No. App. No. Reg. Date Filing Date ACADEMY OF MATH Canada School Specialty, Inc. Registered TMA614425 1123254 08-Jul-2004 26-Nov-2001 ACADEMY OF READING Canada School Specialty, Inc. Registered TMA553660 1049743 13-Nov-2001 08-Mar-2000 AGENDA MATE Canada Premier Agendas, Inc. Registered TMA405655 689907 27-Nov-1992 19-Sep-1991 AGENDAS DESIGN Canada Premier Agendas, Inc. Registered TMA651657 1173815 27-Oct-2005 27-Oct-2005 AUTOSKILL Canada School Specialty, Inc. Pending 1568321 12-Mar-2012 AUTOSKILL Canada School Specialty, Inc. Registered TMA393997 673829 07-Feb-1992 16-Jan-1991 AUTOSKILL & Design Canada School Specialty, Inc. Registered TMA415136 673830 06-Aug-1993 16-Jan-1991 BASIC BASICS Canada Premier Agendas, Inc. 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TX0001594688TX0002239795 3/15/19858/12/1985Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0001764297;TX0001889261 2/28/1986;8/21/1986Childcraft Education Corporation Just for Kids! : America’s favorite children’scatalog. TX0002124525 8/3/1987Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0002009649;TX0002124526 2/24/1987 &8/3/1987Childcraft Education Corporation Just for Kids! : America’s favorite children’scatalog. TX0002326459;TX0002404103;TX0002404104;TX0002403577;TX0002407643;TX0002407644 2/8/1988;9/6/1988;9/6/1988;10/24/1988;10/24/1988Claimant Title Reg. Number Reg. DateChildcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0002319535;TX0002402995;TX0002404100;TX0002402994 2/8/1988; 9/6/1988;9/6/1988;9/6/1988Childcraft Education Corporation Childcraft west : the Growing Years, infants,early childhood, special ed. School catalog TX0002486089 2/1/1989Childcraft Education Corporation Childcraft West—building minds andimaginations for the growing years : 1990 TX0002787252 3/13/1990Childcraft Education Corporation Childcraft : toys that teach : [catalog]. TX0002537376;TX0002515392;TX0002714983;TX0002714984;TX0002714985;TX0002714986;TX0002714987 2/15/1989;2/15/1989;12/4/1989;12/4/1989;12/4/1989;12/4/1989;12/4/1989Childcraft Education Corporation Just for Kids! : America’s favorite children’scatalog TX0002501249;TX0002501669;TX0002501670;TX0002701220;TX0002701219;TX0002701218;TX0002701216;TX0002701217 2/2/1989;2/2/1989;2/2/1989;12/1/1989;12/1/1989;12/1/1989;12/1/1989;12/1/1989Childcraft, Inc. Childcraft : toys that teach : [catalog]. TX0002765767;TX0002765768;TX0002765769;TX0002765770 3/14/1990;3/14/1990;3/14/1990;3/14/1990Childcraft, Inc. Just for Kids! : America’s favorite children’scatalog TX0002765891;TX0002765766;TX0002765892;TX0002765893 3/14/1990;3/14/1990;3/14/1990;3/14/1990Childcraft Education Corp Celebrate Science Physical Science Set SR0000611710 9/13/2007CPO SCIENCE Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Air rocket : curriculum resource guide : force,motion and energy. TX0005661277 12/19/2002CPO Science, a division of Delta Education, LLC Atom building game : structure of the atom. TX0005643457 12/19/2002CPO Science, a division of Delta Education, LLC Bathymetric map with land topography : [World] VA0001264564 6/6/2004CPO Science, a division of Delta Education, LLC Car and ramp : force and motion. TX0005643458 12/19/2002CPO Science, a division of School Specialty CPO Science Earth Science Investigation Manual. TX0006947238 4/14/2008CPO Science, a division of School Specialty CPO Science Earth Science Student Text Book. 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TX0006166497 6/13/2005CPO Science, a division of Delta Education, LLC [Integrated science : an investigative approachexam view test bank] TX0006172772 6/13/2005CPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :Investigations. TX0006176273 6/13/2005CPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :teacher’s guide. TX0006191851 6/13/2005Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :teachers support CD-ROM. TX0006166495 6/13/2005CPO Science, a division of Delta Education, LLC Introduction to earth and space science. TX0005866196 9/19/2003CPO Science, a division of Delta Education, LLC Introduction to Earth and space science :investigations. / Tom Hsu. TX0005817939 8/15/2003on text; CPO Science, division of Delta Education, LLC Introduction to Earth and space science / TomHsu. 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TX0007235289 4/16/2008CPO Science, a division of Delta Education, LLC Physics : a first course electronic book. TX0006198516 6/13/2005CPO Science, a division of School Specialty. Physics A First Course Examview Test Bank. TX0007219868 12/16/2008CPO Science, a division of Delta Education, LLC Physics A First Course Exam View Test Bank TX0006183169 6/13/2005CPO Science, a division of School Specialty. Physics A First Course Investigation Manual TX0007219870 12/16/2008Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Physics a first course investigations. TX0006125083 2/24/2005CPO Science, a division of School Specialty. Physics A First Course Proplanner. TX0007235275 4/16/2008CPO Science, a division of School Specialty. Physics A First Course Student Text Book. TX0007235140 4/16/2008CPO Science, a division of School Specialty. Physics A First Course Teacher Guide. 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Their,Robert C. Knott TX0005877113 11/21/2003Delta Education Behavior of mealworms: teacher’s guide TX0002384470 7/8/1988Delta Education, LLC Butterflies and moths TX0005914419 2/10/2004Delta Education Butterflies and moths: teacher’s guide TX0002384468 11/1/1996Delta Education, Inc. Charge it! Static electricity: activity guide/by DeltaEducation; author, Richard Bollinger TX0004406415 11/1/1996Delta Education, Inc. Charge it! Static electricity : activity journal / byDelta Education ; author, Richard Bollinger. TX0004406422 11/1/1996Delta Education Classroom plants : teacher’s guide. TX0002384473 7/8/1988Delta Education, Inc. Clear view of area and volume formulas :activities, visuals, masters. TX0004406667 2/19/1997Delta Education, LLC Color and light. TX0005914420 2/10/2004Delta Education, LLC Communities : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866655 11/21/2003Delta Education, Inc. Crystal creations : activity guide / author, CarolPrekker. TX0004406777 2/19/1997Delta Education Delta Science First Reader, Science and Literacyprogram Teacher’s Guide. TX0006898348 11/9/2007Claimant Title Reg. Number Reg. DateDelta Education Delta science module, erosion teacher’s guide. TX0006404994 6/28/2006Delta Education Delta science module, third edition : classroomplants : teacher’s guide. TX0006405648 6/28/2006Delta Education Delta science module, third edition : earth, moon,and sun : teacher’s guide. TX0006405649 6/28/2006Delta Education Delta science module, third edition : earthprocesses : teacher’s guide. TX0006405647 6/28/2006Delta Education Delta science module, third edition :electromagnetism : teacher’s guide. TX0006405651 6/28/2006Delta Education Delta science module, third edition : matter andchange : teacher’s guide. TX0006405646 6/28/2006Delta Education Delta science module, third edition : plant andanimal populations : teacher’s guide. 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TX0006898344 11/9/2007Delta Education Delta Science Reader, Food Chains and WebsReader, Spanish Edition. TX0006898327 11/9/2007Delta Education Delta Science Reader, Force and Motion Reader,Spanish Edition. TX0006898325 11/9/2007Delta Education, Inc. Detective lab : activity guide / by Delta Education; author, Richard Bollinger. TX0004406417 11/1/1996Delta Education, Inc. Detective lab : activity journal / by DeltaEducation ; author, Richard Bollinger. TX0004406416 11/1/1996Delta Education, LLC Dinosaurs and fossils. TX0005914416 2/10/2004Delta Education, LLC Discovery guide : body and senses : pre-K. TX0005699021 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Earth movements. TX0005913100 2/10/2004Delta Education, LLC Ecosystems : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866657 11/21/2003Delta Education, LLC Electrical circuits / [Sarah A. Maineri], seniorproject editor. TX0005748056 5/8/2003Delta Education Electrical circuits : teacher’s guide. TX0002384480 7/8/1988Delta Education, LLC Electrical circuits : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747210 5/9/2003Delta Education, Inc. Electromagnetism : activity guide / by DeltaEducation ; author, Sally Seehafer. TX0004406419 11/1/1996Delta Education Electromagnetism : teacher’s guide. TX0002384461 7/8/1988Delta Education, Inc. Energy & motion : activity guide / author, M. J.Lechner. TX0004410975 2/18/1997Delta Education, Inc. Energy & motion : activity journal. TX0004410976 2/18/1997Delta Education, LLC Energy sources : teacher’s guide / Herbert D.Thier, Robert C. Knott. TX0005877116 11/21/2003Delta Education, LLC Environments : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866659 11/21/2003Delta Education, LLC Finding the moon. TX0005748493 5/8/2003Delta Education, LLC Finding the Moon : teacher’s guide. TX0005792811 8/12/2003Delta Education Finding the moon : teacher’s guide / by GretchenM. Alexander. TX0002384476 7/8/1988Delta Education, LLC Flight and rocketry reader TX0005913098 2/10/2004Delta Education, Inc. Flight! Gliders to jets : activity guide / by DeltaEducation ; author, Richard Bollinger. TX0004406420 11/1/1996Delta Education, LLC Food chaines and webs : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747206 5/9/2003Delta Education, LLC Food chains and webs / [Sarah A. Maineri],senior project editor. TX0005748057 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Force and motion : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747207 5/9/2003Delta Education From seed to plant : teacher’s guide. TX0002384472 7/8/1988Delta Education, Inc. Gears at work : activity guide / author, JoreenHendry. TX0004410977 2/18/1997Delta Education, Inc. Gears at work : activity journal / author, JoreenHendry. TX0004410978 2/18/1997Delta Education, Inc. Great sensations : smell, taste, touch : activityguide / author, Katy Z. Allen. TX0004423398 3/3/1997Delta Education, Inc. Great sensations : smell, taste, touch : activityjournal / author, Katy Z. Allen. TX0004423399 3/3/1997Delta Education, Inc. Great sensations : vision & hearing : activityguide / author, Kathy Z. Allen. TX0004410979 2/18/1997Delta Education, Inc. Great sensations : vision & hearing : activityjournal / author, Kathy Z. Allen. TX0004410973 2/18/1997Delta Education, LLC Hexagonoes exponents : level 1 : teacher guide. TX0005853766 11/21/2003Delta Education, LLC Hexagonoes exponents : level 2 : teacher guide. TX0005853767 11/21/2003Delta Education, LLC Hexagonoes percents : level 2 : teacher guide. TX0005853768 11/21/2003Delta Education, LLC Investigating water. TX0005913096 2/10/2004Delta Education Investigating water : teacher’s guide. TX0002384457 7/8/1988Delta Education Length and capacity : teacher’s guide / by D.Louis Finsand. TX0002384462 7/8/1988Delta Education Lenses and mirrors : teacher’s guide / prepared bythe National Learning Center. TX0002384463 7/8/1988Delta Education, LLC Life cycles : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005877115 11/21/2003Delta Education Looking at liquids : teacher’s guide. TX0002384458 7/8/1988Claimant Title Reg. Number Reg. DateDelta Education, Inc. Magnetic magic : activity journal / by DeltaEducation ; author, Richard Bollinger. TX0004406421 11/1/1996Delta Education, LLC Magnets. TX0005913097 2/10/2004Delta Education, LLC Material objects : teacher’s guide / Herbert D.Thier, Robert C. Knott. TX0005877114 11/21/2003Delta Education Measuring : teacher’s guide. TX0002384465 7/8/1988Delta Education Newton’s toy box : teacher’s guide. TX0006403251 6/28/2006Delta Education, LLC Observing an aquarium. TX0005914421 2/10/2004Delta Education, LLC Observing an aquarium : teacher’s guide. TX0005914412 2/10/2004Delta Education Observing an aquarium : teacher’s guide / byDeighton K. Emmons, Jr. TX0002384471 7/8/1988Delta Education, LLC Oceans. TX0005913099 2/10/2004Delta Education, LLC Oceans : teacher’s guide. TX0005914414 2/10/2004Delta Education, LLC Organisms : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866656 11/21/2003Delta Education, LLC Plant and animal life cycles. TX0005699028 5/8/2003Delta Education Plant and animal life cycles : teacher’s guide. TX0002384469 7/8/1988Delta Education Plants in our world reader. TX0006402066 6/26/2006Delta Education, LLC Pollution. TX0005913095 2/10/2004Delta Education Pond life : teacher’s guide. TX0002384467 7/8/1988Delta Education Powders and crystals : teacher’s guide. TX0002384459 7/8/1988Delta Education Properties : teacher’s guide. TX0002384460 7/8/1988Delta Education, LLC Relative position and motion : teacher’s guide /Robert C. Knott, Herbert D. Thier. TX0005866658 11/21/2003Delta Education, Inc. Rock origins : activity guide / author, RichardBollinger. TX0004406776 2/19/1997Claimant Title Reg. Number Reg. DateDelta Education Rocks and minerals : teacher’s guide / by BenWerner. TX0002384479 7/8/1988Delta Education, Inc. Seed mysteries : activity guide / author, Mary JoLechner. TX0004410972 2/18/1997Delta Education, Inc. Seed mysteries : activity journal / author, Mary JoLechner. TX0004410974 2/18/1997Delta Education, LLC Simple machines. TX0005699027 5/8/2003Delta Education Simple machines : teacher’s guide / by ElizabethFox. TX0002384481 7/8/1988Delta Education Sink or float? : teacher’s guide. TX0006403250 6/28/2006Delta Education Sink or float : teacher’s guide. TX0002384482 7/8/1988Delta Education, LLC Soil science. TX0005914417 2/10/2004Delta Education, LLC Solar system / [Sarah A. Maineri], senior projecteditor. TX0005748058 5/8/2003Delta Education, LLC Solar system : teacher’s guide / Sarah A. Maineri,senior project editor. TX0005747208 5/9/2003Delta Education, LLC Sound. TX0005913094 2/10/2004Delta Education, LLC Sound : teacher’s guide. TX0005914413 2/10/2004Delta Education Sound : teacher’s guide. TX0002384456 7/8/1988Delta Education, LLC Stages of matter : teacher’s guide. TX0005792812 8/12/2003Delta Education, LLC States of matter / [Sarah A. Maineri], seniorproject editor. TX0005748054 5/8/2003Delta Education States of matter : teacher’s guide / by MichaelWorosz. TX0002384464 7/8/1988Delta Education, LLC Sunshine and shadows. TX0005913093 2/10/2004Delta Education Sunshine and shadows : teacher’s guide. TX0002384477 7/8/1988Delta Education, LLC Using your senses / [Sarah A. Maineri], seniorproject editor. TX0005748059 5/8/2003Delta Education, LLc Using your senses : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747205 5/9/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Water cycle. TX0005914418 2/10/2004Delta Education, LLC Weather forecasting. TX0005699029 5/8/2003Delta Education Weather forecasting : teacher’s guide / by DeightonK. Emmons, Jr. TX0002384475 7/8/1988Delta Education, LLC Weather forecasting : teacher’s guide / Sarah A.Maineri, senior project editor. TX0005747209 5/9/2003Delta Education, LLC Weather instruments / [Sarah A. Maineri], seniorproject editor. TX0005748055 5/8/2003Delta Education Weather instruments : teacher’s guide / by LesterG. Paldy. TX0002384478 7/8/1988Delta Education, LLC Weather watching / [Sarah A. Maineri], seniorproject editor. TX0005748053 5/8/2003Delta Education Weather watching : teacher’s guide / by Lester G.Paldy. TX0002384474 7/8/1988Delta Education, Inc. Weather wise : activity guide / author, CeanneTzimopoulos. TX0004410969 2/18/1997Delta Education, Inc. Weather wise : activity journal / author, CeanneTzimopoulos. TX0004410970 2/18/1997Delta Education, Inc. Work : plane & simple : activity guide / author,Sally Gullatt Seehafer. TX0004410971 2/18/1997Delta Education, Inc. Work—plane and simple : activity guide / byDelta Education ; author, Sally Gullatt Seehafer. TX0004406418 11/1/1996Delta Education, LLC You and your body / [Sarah A. Maineri], seniorproject editor. TX0005748052 5/8/2003Delta Education, LLC You and your body : teacher’s guide. TX0005815686 8/12/2003Delta Education You and your body : teacher’s guide / by David R.Stronck. TX0002384466 7/8/1988Delta Education, Inc. Amazing air : DSM II teacher’s guide / NationalLearning Center. TX0004441524 1/9/1997Delta Education, Inc. Animal behavior : teacher’s guide. TX0004440867 1/9/1997Claimant Title Reg. Number Reg. DateDelta Education, Inc. Aquatic life mini-kit : equipment and guide toassist children in the exploration of an aquaticenvironment. TX0003739371 12/6/1993Delta Education, Inc. Beginnings : teacher’s guide : level K / Herbert D.Thier, Robert C. Knott. TX0003363130 6/3/1992Delta Education, Inc. Behavior of mealworms : Delta project cards /William R. Brown, Edwin P. White. TX0000957855 8/11/1982Delta Education, Inc. Body basics : activity guide. TX0004406456 11/1/1996Delta Education, Inc. Body basics : activity journal. TX0004406458 11/1/1996Delta Education, Inc. Brine shrimp : Delta project cards / William R.Brown, Edwin P. White. TX0000957849 8/11/1982Delta Education, Inc. Bubble science activity guide. TX0004406454 11/1/1996Delta Education, Inc. Bubble science activity journal. TX0004406453 11/1/1996Delta Education, Inc. Butterflies and moths : DSM II teacher’s guide. TX0004440180 1/9/1997Delta Education, Inc. Chemical interactions : teacher’s guide. TX0003842875 2/27/1995Delta Education, Inc. Classroom plants : teacher’s guide / editing JillFarinelli ; ill./art production Nancy Schoefl. TX0004442733 1/9/1997Delta Education, Inc. Clay boats : Delta project cards / William R.Brown, Edwin P. White. TX0000957850 8/11/1982Delta Education, Inc. Clear view of personal checking : simulations,activities, masters, visuals / author, Vicky L.Kouba. TX0004406666 2/19/1997Delta Education, Inc. Color and light : teacher’s guide. TX0004043757 2/27/1995Delta Education, Inc. Communities. TX0003593416 6/21/1993Delta Education, Inc. Communities : teacher’s guide, level 5 / Robert C.Knott, Herbert D. Thier. TX0003690485 9/30/1993Delta Education, Inc. Crystal creations : activity journal. TX0004406455 11/1/1996Claimant Title Reg. Number Reg. DateDelta Education, Inc. Delta Education, Inc., presents A feast of fractions/ a menu of activities prepared by Sally Palow,Kathleen Knoblock, Myra Kennedy ... [et al.] ;cover ill. Rose Lowry. TX0004406537 11/1/1996Delta Education, Inc. Delta game factory / Vicky L. Kouba. TX0004406544 2/19/1997Delta Education, Inc. Delta project cards—Colored solutions / WilliamR. Brown, Edwin P. White. TX0000842525 10/26/1981Delta Education, Inc. Delta Volume Shake : teacher’s guide. TX0004409053 11/1/1996Delta Education, Inc. Dinosaur classification : teacher’s guide. TX0004440862 1/9/1997Delta Education, Inc. DNA—from genes to proteins : teacher’s guide /author, Betty B. Hoskins. TX0003845929 6/24/1994Delta Education, Inc. Earth, moon, and sun : teacher’s guide /author[s], John G. Radzilowicz, 1952-, and JanM. Derby ; ill. Nancy Schoefl. TX0004442655 1/9/1997Delta Education, Inc. Earth movements : DSM II teacher’s guide. TX0004441527 1/9/1997Delta Education, Inc. Earth processes : teacher’s guide. TX0004440864 1/9/1997Delta Education, Inc. Earthworms : Delta project cards / William R.Brown, Edwin P. White. TX0000957851 8/11/1982Delta Education, Inc. Ecosystems. TX0003593418 6/21/1993Delta Education, Inc. Ecosystems : SCIS 3, teacher’s guide, level 6 /Robert C. Knott, Herbert D. Thier. TX0003690482 9/30/1993Delta Education, Inc. Electrical circuits : teacher’s guide / editingEditorial Services Plus ; ill./art production NancySchoefl. TX0004440927 1/9/1997Delta Education, Inc. Electrical connections : activity guide. TX0004406463 11/1/1996Delta Education, Inc. Electrical connections : teacher’s guide / author,Bob Roth. TX0003830396 3/31/1994Delta Education, Inc. Electromagnetism activity journal. TX0004409099 11/1/1996Claimant Title Reg. Number Reg. DateDelta Education, Inc. Electromagnetism : teacher’s guide. TX0004043755 2/27/1995Delta Education, Inc. Energy sources. TX0003602059 6/21/1993Delta Education, Inc. Environments. TX0003593419 6/21/1993Delta Education, Inc. Environments : teacher’s guide, level 4 / Robert C.Knott, Herbert D. Thier. TX0003690484 9/30/1993Delta Education, Inc. Erosion : teacher’s guide. TX0004043756 2/27/1995Delta Education, Inc. Exploring geometry : intermediate. TX0003423266 11/16/1992Delta Education, Inc. Exploring geometry : primary. TX0003423267 11/16/1992Delta Education, Inc. Exploring number relationships : intermediate. TX0003423265 11/16/1992Delta Education, Inc. Exploring probability / Fredda J. Friederwitzer,Barbara Berman, Beth Forrester. TX0003423216 11/16/1992Delta Education, Inc. Exploring probability : primary / Vicky L.Kouba. TX0003423215 11/16/1992Delta Education, Inc. Fast food for thought : Delta base 10 fries :teacher’s guide / Carole Reesink. TX0003627597 6/25/1993Delta Education, Inc. Fast Food for Thought : Delta Demimal Dog :teacher’s guide. TX0003485171 2/16/1993Delta Education, Inc. Fast food for thought : Delta fraction burger :teacher’s guide / Carole Reesink and Linda Frost. TX0003627596 6/25/1993Delta Education, Inc. Finding the moon : teacher’s guide. TX0004440865 1/9/1997Delta Education, Inc. Food chains and webs : DSM II teacher’s guide. TX0004441526 1/9/1997Delta Education, Inc. Fossil formations : activity guide. TX0004406459 11/1/1996Delta Education, Inc. Fossil formations : activity journal. TX0004406457 11/1/1996Delta Education, Inc. From seed to plant : teacher’s guide / editing DianaJ. Reno ; ill./art production Nancy Schoefl. TX0004446637 1/9/1997Delta Education, Inc. Fungi—small wonders : teacher’s guide. TX0003830394 3/31/1994Claimant Title Reg. Number Reg. DateDelta Education, Inc. Gases and “airs” : Delta project cards / William R.Brown, Edwin P. White. TX0000957853 8/11/1982Delta Education, Inc. I Can’t Believe It’s Math! : discovering classroommath in after-school activities / Mary AnnSchroeder, Marcay Burma-Washington TX0003567974 5/28/1993Delta Education, Inc. If shipwrecks could talk : teacher’s guide. TX0004440866 1/9/1997Delta Education, Inc. Insect life : teacher’s guide. TX0003933407 2/27/1994Delta Education, Inc. Interaction and systems. TX0003606743 6/21/1993Delta Education, Inc. Interaction and systems : teacher’s guide : level 2 /Herbert D. Thier, Robert C. Knott. TX0003363133 6/3/1992Delta Education, Inc. Investigating water : teacher’s guide / editingElizabeth Foy ; ill./art production Nancy Schoefl. TX0004440919 1/9/1997Delta Education, Inc. Length and capacity : teacher’s guide. TX0004442792 1/9/1997Delta Education, Inc. Lenses and mirrors : teacher’s guide / author, theNational Learning Center ; ill./art productionNancy Schoefl. TX0004442654 1/9/1997Delta Education, Inc. Life cycles. TX0003606744 6/21/1993Delta Education, Inc. Life cycles : teacher’s guide : level 2 / Herbert D.Thier, Robert C. Knott. TX0003363132 6/3/1992Delta Education, Inc. Looking at liquids : teacher’s guide / editingEditorial Services Plus ; ill./art production NancyP. Schoefl. TX0004440926 1/9/1997Delta Education, Inc. Magnet magic activity guide. TX0004409100 11/1/1996Delta Education, Inc. Magnets : teacher’s guide / author, Joreen Hendry. TX0003830397 3/31/1994Delta Education, Inc. Material objects. TX0003606739 6/21/1993Delta Education, Inc. Material objects : teacher’s guide : level 1 / HerbertD. Thier, Robert C. Knott. TX0003363134 6/3/1992Claimant Title Reg. Number Reg. DateDelta Education, Inc. Measuring : teacher’s guide / editing Elizabeth Foy; ill./art production Nancy Schoefl. TX0004440922 1/9/1997Delta Education, Inc. Newtons toy box : teacher’s guide / author,Carolyn Sumners. TX0003830398 3/31/1994Delta Education, Inc. Observing an aquarium : DSM II teacher’s guide. TX0004440179 1/9/1997Delta Education, Inc. Organisms. TX0003606742 6/21/1993Delta Education, Inc. Organisms : teacher’s guide : level 1 / Herbert D.Thier, Robert C. Knott. TX0003363131 6/3/1992Delta Education, Inc. Plant and animal life cycles : teacher’s guide /editing Kathy Z. Allen and Kathy Talmadge ;ill./art production Nancy P. Schoefl. TX0004440925 1/9/1997Delta Education, Inc. Plant and animal populations : teacher’s guide /editing Diana J. Reno ; ill./art production NancySchoefl. TX0004440924 1/9/1997Delta Education, Inc. Pollution : teacher’s guide. TX0003845509 6/24/1994Delta Education, Inc. Pond life : teacher’s guide. TX0003933406 2/27/1994Delta Education, Inc. Populations. TX0003606741 6/21/1993Delta Education, Inc. Populations : teacher’s guide : level 3 / Herbert D.Thier, Robert C. Knott. TX0003363136 6/3/1992Delta Education, Inc. Powders and crystals : teacher’s guide / editingDiana J. Reno ; ill./art production Nancy P.Schoefl. TX0004440921 1/9/1997Delta Education, Inc. Properties : teacher’s guide. TX0004442793 1/9/1997Delta Education, Inc. Relative position and motion : SCIS 3, teacher’sguide, level 4 / Herbert D. Thier, Robert C. Knott. TX0003690483 9/30/1993Delta Education, Inc. Rock origins : activity journal. TX0004411206 11/1/1996Claimant Title Reg. Number Reg. DateDelta Education, Inc. Rocks and minerals : teacher’s guide : a Deltascience module / editing Editorial Services Plus,copyediting Jill Farinelli ; design/production AnnV. Richardson ; ill./art production Nancy P.Schoefl ; cover design Nancy P. Schoefl. TX0003784217 3/31/1994Delta Education, Inc. Science in a Nutshell : flight! Gliders to jets,activity journal. TX0004414313 11/1/1996Delta Education, Inc. Scientific theories. TX0003593417 6/21/1993Delta Education, Inc. Scientific theories. TX0003602057 6/21/1993Delta Education, Inc. SCIS 3 energy sources. TX0003577675 6/21/1993Delta Education, Inc. SCIS 3 relative position and motion. TX0003577674 6/21/1993Delta Education, Inc. Simple machines : teacher’s guide / editingEditorial Services Plus ; ill./art production NancyP. Schoefl. TX0004015686 2/27/1995Delta Education, Inc. Sink or float : Delta project cards / William R.Brown, Edwin P. White. TX0000957852 8/11/1982Delta Education, Inc. Sink or float? : teacher’s guide. TX0004446585 1/9/1997Delta Education, Inc. Small things and microscopes : teacher’s guide /author, Eileen Terrill ; contributors, JeanneDietsch, William Kennedy and Bradford Taylor ;ill. Phyllis Pittet and Susan Dunholter ;photography Paul McGuirk. TX0003864322 6/24/1994Delta Education, Inc. Soil science : DSM II teacher’s guide. TX0004441525 1/9/1997Delta Education, Inc. Solar energy : teacher’s guide. TX0003845510 6/24/1994Delta Education, Inc. Solar system : teacher’s guide / editing EditorialServices Plus and D. Louis Finsand ; ill./artproduction Nancy Schoefl. TX0004446638 1/9/1997Delta Education, Inc. Sound : teacher’s guide / editing Katy Z. Allen ;ill./art production Nancy Schoefl. TX0004440920 1/9/1997Delta Education, Inc. Sound vibrations : activity guide. TX0004406460 11/1/1996Delta Education, Inc. Sound vibrations : activity guide. TX0004406461 11/1/1996Claimant Title Reg. Number Reg. DateDelta Education, Inc. Sound vibrations : activity guide. TX0004406462 11/1/1996Delta Education, Inc. States of matter : teacher’s guide / editing Katy Z.Allen ; ill./art production Nancy Schoefl. TX0004446636 1/9/1997Delta Education, Inc. Strings & musical instruments : Delta projectcards / William R. Brown, Edwin P. White. TX0000957856 8/11/1982Delta Education, Inc. Subsystems and variables. TX0003606740 6/21/1993Delta Education, Inc. Subsystems and variables : teacher’s guide : level3 / Herbert D. Thier, Robert C. Knott. TX0003363135 6/3/1992Delta Education, Inc. Sunshine and shadows : teacher’s guide / editingKaty Z. Allen ; ill./art production Nancy Schoefl. TX0004446642 1/9/1997Delta Education, Inc. Water cycle : teacher’s guide / editing Kathy Z.Allen ; ill./art production Nancy Schoefl. TX0004446639 1/9/1997Delta Education, Inc. Weather forecasting : teacher’s guide / editingEditorial Services Plus ; ill./art production NancySchoefl. TX0004446640 1/9/1997Delta Education, Inc. Weather instruments : teacher’s guide. TX0004440861 1/9/1997Delta Education, Inc. Weather watching : teacher’s guide / editing JillFarinelli ; ill./art production Nancy Schoefl. TX0004446641 1/9/1997Delta Education, Inc. Whistles : Delta project cards / William R.Brown, Edwin P. White. TX0000957854 8/11/1982Delta Education, Inc. You and your body : teacher’s guide. TX0003830395 3/31/1994Delta Education, LLC About me. TX0006236193 9/30/2005Delta Education, LLC Addition & subtraction student activity guide :no. 550-3530. TX0005751741 5/8/2003Delta Education, LLC Addition & subtraction : teacher’s guide. TX0005752801 5/8/2003Delta Education, LLC Algebra : grades 3-4, student activity guide. TX0005698998 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Algebra : grades 5-6, student activity guide. TX0005698994 5/8/2003Delta Education, LLC Algebra teacher’s guide : grades 3-4. TX0005751730 5/8/2003Delta Education, LLC Algebra teacher’s guide : grades 5-6. TX0005751729 5/8/2003Delta Education, LLC Animal observatory : activity guide. TX0005827574 8/12/2003Delta Education, LLC Animal observatory : activity journal. TX0005827531 8/23/2003Delta Education, LLC Animals. TX0006203855 7/28/2005Delta Education, LLC Area and volume formulas teacher’s guide. TX0005854001 11/21/2003Delta Education, LLC Base Ten Fries : math activities for Base TenFries. TX0005866681 11/21/2003Delta Education, LLC Body basics : activity journal. TX0005827635 8/13/2003Delta Education, LLC Breaking earth’s hold : activity guide. TX0005827561 8/12/2003Delta Education, LLC Breaking earth’s hold : activity journal. TX0005827540 8/12/2003Delta Education, LLC Bubble science : activity guide. TX0005827624 8/12/2003Delta Education, LLC Bubble science : activity journal. TX0005827633 8/12/2003Delta Education, LLC Butterflies and moths : teacher’s guide. TX0005914936 2/10/2004Delta Education, LLC Charge it! Static electricity : activity guide. TX0005827625 8/12/2003Delta Education, LLC Charge it! Static electricity : activity journal. TX0005827636 8/12/2003Delta Education, LLC Clear View—graphing : grades 5-8, teacher’sguide : overhead transparencies, activity masters. TX0005876336 11/21/2003Delta Education, LLC Clear view of decimals : activities, masters,visuals, applications. TX0005876337 11/21/2003Delta Education, LLC Clear view of fractions : activities, masters,visuals, applications. TX0005866615 11/21/2003Delta Education, LLC Clear view of percent : activities, masters,visuals, applications. TX0005876334 11/21/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Clear view of personal checking : simulations,activities, masters, visuals. TX0005876338 11/21/2003Delta Education, LLC Clear view of tessellations : activities, masters,visuals. TX0005866614 11/21/2003Delta Education, LLC Clear view ratio & proportion. TX0005876330 11/21/2003Delta Education, LLC Clever levers : activity guide. TX0005827580 8/12/2003Delta Education, LLC Clever levers : activity journal. TX0005827583 8/12/2003Delta Education, LLC Color and light : teacher’s guide. TX0005920199 2/10/2004Delta Education, LLC Crystal creations : activity guide. TX0005827618 8/12/2003Delta Education, LLC Crystal creations : activity journal. TX0005827616 8/12/2003Delta Education, LLC Data analysis and probability student activityguide / written by Eve Laubner Thibodeau ;editor, Kathryn S. Daniel ; graphic artist, JanisRattet ; illustrator, Laurel Aiello. TX0005748234 5/8/2003Delta Education, LLC Data analysis and probablilty teacher’s guide : no.450-3563. TX0005751739 5/8/2003Delta Education, LLC Decimal Dog : math activities for the Decimal Dog. TX0005866680 11/21/2003Delta Education, LLC Delta science module / by Ana Costa. TX0005808261 8/12/2003Delta Education, LLC Delta science module : from seed to plant. TX0005808265 8/12/2003Delta Education, LLC Delta science module : plant and animla life cycles TX0005808263 8/12/2003Delta Education, LLC Delta science module : properties. TX0005808262 8/12/2003Delta Education, LLC Delta science module : simple machines. TX0005808264 8/12/2003Delta Education, LLC Delta science module, third edition : matter andchange. TX0006236223 9/30/2005Delta Education, LLC Destination, moon : activity guide. TX0005827581 8/12/2003Delta Education, LLC Destination moon : activity journal. TX0005827524 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Detective lab : activity guide. TX0005827634 8/12/2003Delta Education, LLC Detective lab : activity journal. TX0005827638 8/12/2003Delta Education, LLC Dinosaurs and fossils : teacher’s guide. TX0005920198 2/10/2004Delta Education LLC Discovery guide dinosaurs : pre-K. TX0005752836 5/8/2003Delta Education LLC Discovery guide : health and nutrition : pre-K. TX0005752843 5/8/2003Delta Education LLC Discovery guide : insects and spiders : pre-K. TX0005752839 5/8/2003Delta Education LLC Discovery guide : oceans : pre-K. TX0005752838 5/8/2003Delta Education LLC Discovery guide : trees : pre-K. TX0005752837 5/8/2003Delta Education LLC Discovery guide : weather : pre-K. TX0005752842 5/8/2003Delta Education, LLC Earth. TX0006226019 7/28/2005Delta Education, LLC Earth & sun : activity guide. TX0005827549 8/12/2003Delta Education, LLC Earth & sun : activity journal. TX0005827550 8/12/2003Delta Education, LLC Earth movements : teacher’s guide. TX0005914938 2/10/2004Delta Education, LLC Earth processes. TX0006203858 7/28/2005Delta Education, LLC Electrical connections : activity guide. TX0005827564 8/12/2003Delta Education, LLC Electrical connections : activity journal. TX0005827631 8/12/2003Delta Education, LLC Electromagnetism : activity guide. TX0005827575 8/12/2003Delta Education, LLC Electromagnetism : activity journal. TX0005827614 8/12/2003Delta Education, LLC Energy & motion : activity guide. TX0005827563 8/12/2003Delta Education, LLC Energy & motion : activity journal. TX0005827629 8/12/2003Delta Education, LLC Feast of fractions : math activities for the FractionBurger. TX0005866682 11/21/2003Delta Education, LLC Flight and rocketry : teacher’s guide. TX0005914937 2/10/2004Delta Education, LLC Flight! Gliders to jets : activity guide. TX0005827578 8/12/2003Delta Education, LLC Flight! Gliders to jets : activity journal. TX0005827615 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Flowering plants : activity guide. TX0005827528 8/12/2003Delta Education, LLC Flowering plants : activity journal. TX0005827559 8/12/2003Delta Education, LLC Force and motion. TX0005698992 5/8/2003Delta Education, LLC Fossil formations : activity guide. TX0005827639 8/12/2003Delta Education, LLC Fossil formations : activity journal. TX0005827619 8/12/2003Delta Education, LLC Fraction Burger : math activities for the FractionBurger. TX0005866683 11/21/2003Delta Education, LLC Fraction concepts : student activity guide. TX0005698997 5/8/2003Delta Education, LLC Fraction concepts teacher’s guide : no. 450-3366. TX0005751738 5/8/2003Delta Education, LLC Fractions and decimals student activity guide : no.550-3541. TX0005751743 5/8/2003Delta Education, LLC Fractions and decimals teacher’s guide : no. 450-3399. TX0005751745 5/8/2003Delta Education, LLC From seed to plant. TX0005752831 5/8/2003Delta Education, LLC Gases : activity journal. TX0005827530 8/12/2003Delta Education, LLC Gasses : activity guide. TX0005827573 8/23/2003Delta Education, LLC Gears at work : activity guide. TX0005827626 8/12/2003Delta Education, LLC Gears at work : activity journal. TX0005827623 8/12/2003Delta Education, LLC Geometry student activity guide : grades 3-4. TX0005751725 5/8/2003Delta Education, LLC Geometry teacher’s guide : grades 3-4. TX0005751726 5/8/2003Delta Education, LLC Geometry teacher’s guide : grades 5-6. TX0005751734 5/8/2003Delta Education, LLC Graphing : grades 1-3, teacher’s guide. TX0005876335 11/21/2003Delta Education, LLC Hexagonoes addition and subtraction : level 2,teacher guide. TX0005867049 11/21/2003Delta Education, LLC Hexagonoes base ten : teacher guide. TX0005867050 11/21/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Hexagonoes fractions with Delta’s Fraction Burger: teacher guide. TX0005867054 11/21/2003Delta Education, LLC Hexagonoes money : teacher guide. TX0005867052 11/21/2003Delta Education, LLC Hexagonoes multiplication : level 1, teacher guide. TX0005867055 11/21/2003Delta Education, LLC Hexagonoes order of operations : teacher guide. TX0005867053 11/21/2003Delta Education, LLC Hexagonoes patterns : teacher guide. TX0005867057 11/21/2003Delta Education, LLC Hexagonoes percents : level 1, teacher guide. TX0005867048 11/21/2003Delta Education, LLC Hexagonoes ratio & proportion : level 2, teacherguide. TX0005867056 11/21/2003Delta Education, LLC Hexagonoes scientific notation : teacher guide. TX0005867051 11/21/2003Delta Education, LLC How do we learn? TX0006203857 7/28/2005Delta Education, LLC Human machine : activity guide. TX0005827572 8/12/2003Delta Education, LLC Human machine : activity journal. TX0005827558 8/12/2003Delta Education, LLC Interaction and systems : Delta Education SCIS3+ : level 2 : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005832399 11/21/2003Delta Education, LLC Investigating water : teacher’s guide. TX0005914935 2/10/2004Delta Education, LLC Is it alive? : activity guide TX0005827525 8/12/2003Delta Education, LLC Is it alive? : activity journal. TX0005827582 8/12/2003Delta Education, LLC Liquids : activity guide. TX0005827584 8/12/2003Delta Education, LLC Liquids : activity journal. TX0005827548 8/12/2003Delta Education, LLC Magnet magic : activity guide. TX0005827576 8/12/2003Delta Education, LLC Magnet magic : activity journal. TX0005827622 8/13/2003Delta Education, LLC Magnets : teacher’s guide. TX0005914934 2/10/2004Claimant Title Reg. Number Reg. DateDelta Education, LLC Material objects : Delta Education SCIS 3+. TX0005867363 11/21/2003Delta Education, LLC Math tune-ups : addition and subtraction :teacher’s guide : games specially created to practiceand review basic facts and skills. TX0005748060 5/8/2003Delta Education, LLC Math tune-ups : fractions : teacher’s guide : gamesspecially created to practice and review basic factsand skills. TX0005748061 5/8/2008Delta Education, LLC Math Tune-Ups : multiplication and division :teacher’s guide. TX0005752847 5/8/2003Delta Education, LLC Measurement student activity guide / Eve LaubnerThibodeau, Lisa Lachance, John Prescott, andMathew Bacon ; ill. By Coni Porter, NancySchoefl and Cheryl Wolf.. TX0005748238 5/8/2003Delta Education, LLC Measurement student activity guide / written andedited by Eve Laubner ; graphic artist, J. M.Rattet ; illustrator, Nancy Schoefl. TX0005748235 5/8/2003Delta Education, LLC Measurement teacher’s guide : grades 1-3 :transparency teaching system. TX0005853992 11/21/2003Delta Education, LLC Measurment teacher’s guide : grades 2-3. TX0005751727 5/8/2003Delta Education, LLC Measurment teacher’s guide : grades 4-5. TX0005751728 5/8/2003Delta Education, LLC Metric tools : student activity guide. TX0005698993 5/8/2003Delta Education, LLC Metric tools teacher’s guide : no. 450-3552. TX0005751736 5/8/2003Delta Education, LLC Microworlds : activity guide. TX0005827586 8/12/2003Delta Education, LLC Microworlds : activity journal. TX0005827539 8/12/2003Delta Education, LLC Money : student activity guide. TX0005698996 5/8/2003Delta Education, LLC Money teacher’s guide : no. 450-3377. TX0005751744 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Multiplication and division student activity guide: no. 550-3728. TX0005751742 5/8/2003Delta Education, LLC Multiplication and division teacher’s guide : no.450-3530. TX0005751735 5/8/2003Delta Education, LLC Newton’s toy box. TX0006203859 7/28/2005Delta Education, LLC Oceans alive! : activity guide. TX0005827543 8/12/2003Delta Education, LLC Oceans alive! : activity journal. TX0005827571 8/12/2003Delta Education, LLC Oceans in motion : activity guide. TX0005827551 8/12/2003Delta Education, LLC Oceans in motion : activity journal. TX0005827569 8/12/2003Delta Education, LLC One & only you : activity guide. TX0005827557 8/12/2003Delta Education, LLC One & only you : activity journal. 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TX0005827529 8/12/2003Delta Education, LLC Ponds & streams : activity journal. TX0005827560 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Populations : level 3 : Delta Education SCIS 3+teacher’s guide / Robert C. Knott, Herbert D.Thier. TX0005876332 11/21/2003Delta Education, LLC Pre-algebra teacher’s guide : grades 5 to 8 :transparency teaching system. TX0005853991 11/21/2003Delta Education, LLC Probability : student activity guide. TX0005752846 5/8/2003Delta Education, LLC Probability teacher’s guide : no. 450-3421. TX0005751733 5/8/2003Delta Education, LLC Problem solving student activity guide, grade 3-4 /written by Patti Vyzralek ; ill. By Nancy Schoefl. TX0005748233 5/8/2003Delta Education, LLC Problem solving teacher’s guide : grades 3-4. TX0005751732 5/8/2003Delta Education, LLC Problem solving teacher’s guide : grades 5-6. TX0005751731 5/8/2003Delta Education, LLC Properties. TX0005752832 5/8/2003Delta Education, LLC Pulley power : activity guide. TX0005827562 8/12/2003Delta Education, LLC Pulley power : activity journal. TX0005827547 8/12/2003Delta Education, LLC Ratio, proportion, and percent student activityguide / editor, Eve Laubner Thibodeau ; writer,Robert W. Smith ; graphic artist, J. M. Rattet ;illustrator, Nancy Schoefl. TX0005748237 5/8/2003Delta Education, LLC Ratio, proportion, and percent student activityguide / editor, Eve Laubner Thibodeau ; writer,Robert W. Smith ; graphic artist, J. M. Rattet ;illustrator, Nancy Schoefl. TX0005748236 5/8/2003Delta Education, LLC Ratio, proportion, and percent teacher’s guide : no.450-3541. TX0005751740 5/8/2003Delta Education, LLC Reasoning with patterns teacher’s guide : grades 1-3. TX0005876333 11/21/2003Delta Education, LLC Rock origins : activity guide. TX0005827577 8/12/2003Delta Education, LLC Rock origins : activity journal. TX0005827568 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Rocks and minerals. TX0005913101 2/10/2004Delta Education, LLC Rocks and minerals : teacher’s guide. TX0005920197 2/10/2004Delta Education, LLC Science in a nutshell : weather wise activity guide. TX0005806904 8/12/2003Delta Education, LLC Scientific theories : Delta Education SCIS 3+ :level 6 : teacher’s guide / Herbert D. Thier, RobertC. Knott. TX0005832400 11/21/2003Delta Education, LLC SCIS 3+ communites : student journal. TX0005876161 11/21/2003Delta Education, LLC SCIS 3+ ecosystems : student journal. TX0005876166 11/21/2003Delta Education, LLC SCIS 3+ energy sources : student journal. TX0005876165 11/21/2003Delta Education, LLC SCIS 3+ environments : student journal. TX0005876168 11/21/2003Delta Education, LLC SCIS 3+ interaction and systems : student journal. TX0005876160 11/21/2003Delta Education, LLC SCIS 3+ life cycles : student journal. TX0005876162 11/21/2003Delta Education, LLC SCIS 3+ populations : student journal. 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TX0006236195 9/30/2005Delta Education, LLC Work plane & simple : activity guide. TX0005827565 8/12/2003Delta Education, LLC Work plane & simple : activity journal. TX0005827628 8/12/2003Delta Educaion Electromagnetism reader TX0006403153 6/26/2006Delta Educaion Plant and animal population reader TX0006403154 6/26/2006Delta Educaion Erosion reader TX0006403155 6/26/2006Delta Educaion Plants reader TX0006403156 6/26/2006Delta Educaion Matter TX0006403157 6/26/2006Delta Educaion Sink or float? Reader TX0006403158 6/26/2006Delta Educaion Earth, moon, and sun reader TX0006403159 6/26/2006Delta Educaion DNA : from genes to protein reader TX0006403160 6/26/2006Rand McNally & Company Subsystems and variables : (level 3), teacher’sguide TX0000277639 7/10/1979Rand McNally & Company Ecosystems : (level 6), teacher’s guide TX0000277640 7/10/1979Rand McNally & Company Communities : level 5 : teacher’s guide TX0000279334 7/10/1979Rand McNally & Company Organisms : level 1 : teacher’s guide TX0000279335 7/10/1979Rand McNally & Company Scientific theories : level 6 : teacher’s guide TX0000279336 7/10/1979Rand McNally & Company Life cycles : level 2 :teacher’s guide TX0000279337 7/10/1979Rand McNally & Company Energy sources : level 5 : teacher’s guide TX0000285176 7/10/1979Rand McNally & Company Populations : level 3 : teacher’s guide TX0000285177 7/10/1979Rand McNally & Company Interactions and systems : level 2 : teacher’s guide TX0000285178 7/10/1979Rand McNally & Company Environments : level 4 : teacher’s guide TX0000285179 7/10/1979Claimant Title Reg. 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SR0000675433 5/23/2011School Specialty, Inc. Making Connections Audio Recordings Book 2. SR0000675442 5/23/2011School Specialty, Inc. Making Connections Audio Recordings Book 3. SR0000675443 5/23/2011School Specialty, Inc. Making Connections Audio Recordings Book 4. SR0000675444 5/23/2011School Specialty, Inc. Making Connections Audio Recordings Book 5. SR0000675445 5/23/2011School Specialty, Inc. Making Connections Audio Recordings Book 6. SR0000675441 5/23/2011School Specialty, Inc. MCI Progress-Monitoring Assessments: MazeTests for Comprehension, Level Aqua. TX0007262706 8/12/2010Claimant Title Reg. Number Reg. DateSchool Specialty, Inc. MCI Progress-Monitoring Assessments: MazeTests for Comprehension, Level Crimson. TX0007262688 8/12/2010School Specialty, Inc. MCI Progress-Monitoring Assessments: MazeTests for Comprehension, Level Gold. TX0007262704 8/12/2010School Specialty, Inc., Transfer: By written agreement Megawords 1, 2 edition. 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North Dakota: its place in the region & 1 othertitle. V3406D464 10/31/1997School Specialty Supply, Inc. Ad Astra : Kansas capitol dome sculpture 1992. VA0000486477 11/4/1991School Specialty Supply, Inc. AD Astra; poster. V3078P214 2/13/1995ClassroomDirect.com, LLC ClassroomDirect.com Web Site TX0006125383 4/14/2005ndndndndndndndndndClaimant Title Reg. Number Reg. DateSchool Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 1 PendingSchool Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 4 TX0007545781 04/23/2012School Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 5 TX0007545782 04/23/2012School Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 6 TX0007545750 04/23/2012School Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 8 TX0007545779 04/23/2012School Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 1 PendingSchool Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 5 TX0007545764 4/23/2012School Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 6 PendingSchool Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 8 TX0007545773 4/23/2012School Specialty, Inc. S.P.I.R.E. Workbook Level 1 PendingSchool Specialty, Inc. S.P.I.R.E. Workbook Level 2 PendingSchool Specialty, Inc. S.P.I.R.E. Workbook Level 3 PendingSchool Specialty, Inc. S.P.I.R.E. Workbook Level 4 TX0007545781 4/23/2012School Specialty, Inc. S.P.I.R.E. Workbook Level 5 TX0007545782 4/23/2012School Specialty, Inc. S.P.I.R.E. Workbook Level 6 TX0007545750 4/23/2012School Specialty, Inc. S.P.I.R.E. Workbook Level 8 TX0007545779 4/23/2012School Specialty, Inc. S.P.I.R.E. Reader Level 1 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 2 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 3 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 4 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 5 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 6 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 7 PendingSchool Specialty, Inc. S.P.I.R.E. Reader Level 8 PendingSchool Specialty, Inc. S.P.I.R.E. Initial Placement Assessment PendingClaimant Title Reg. Number Reg. DateSchool Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 2 TX0007561190 6/13/2012School Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 3 TX0007561196 6/13/2012School Specialty, Inc. S.P.I.R.E. Teacher’s Guide Level 7 TX0007561202 6/13/2012School Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 2 TX0007561188 6/13/2012School Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 3 TX0007561189 6/13/2012School Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 4 TX0007561187 6/13/2012School Specialty, Inc. S.P.I.R.E. Workbook Level 7 TX0007561206 6/13/2012School Specialty, Inc. S.P.I.R.E. Blackline Masters for Instruction andAssessment Level 7 PendingSchool Specialty, Inc. Content-Area Vocabulary Builder TX0007561276 5/23/2011School Specialty, Inc. MCI Comprehension 2nd Edition Teacher’sEdition Aqua PendingSchool Specialty, Inc. MCI Comprehension 2nd Edition Teacher’sEdition Gold PendingSchool Specialty, Inc. MCI Comprehension 2nd Edition Teacher’sEdition Crimson PendingSchool Specialty, Inc. Wordly Wise 3000 3rd Edition Teacher’s ResourceBook, Book 2 PendingSchool Specialty, Inc. Wordly Wise 3000 3rd Edition Teacher’s ResourceBook, Book 3 PendingSchool Specialty, Inc. Wordly Wise 3000 3rd Edition Teacher’s ResourceBook, Book 4 PendingSchool Specialty, Inc. Wordly Wise 3000 3rd Edition Teacher’s ResourceBook, Book 5 PendingSchool Specialty, Inc. Wordly Wise 3000 3rd Edition Teacher’s ResourceBook, Book 6 PendingSchool Specialty, Inc. Wordly Wise 3000 3rd Edition Teacher’s ResourceBook, Book 7 PendingClaimant Title Reg. Number Reg. DateSchool Specialty, Inc. Wordly Wise 3000 3rd Edition Teacher’s ResourceBook, Book 8 PendingSchool Specialty, Inc. Wordly Wise 3000 3rd Edition Teacher’s ResourceBook, Book 9 PendingSchool Specialty, Inc. Wordly Wise 3000 3rd Edition Teacher’s ResourceBook, Book 10 PendingSchool Specialty, Inc. Wordly Wise 3000 3rd Edition Teacher’s ResourceBook, Book 11 PendingSchool Specialty, Inc. Wordly Wise 3000 3rd Edition Teacher’s ResourceBook, Book 12 PendingSPEECH BIN Claimant Title Reg. Number Reg. DateSpeech Bin, Inc. Lilac : Lessons for inclusive language activities inthe classroom / Gail Raymond & Aileen C. Lau-Dickinson. TX0004450525 1/23/1997Speech Bin, Inc. Living skills for the brain-injured child &adolescent / Julie M. Buxton and Kelly B.Godfrey. TX0005027304 8/9/1999Speech Bin, Inc. Plaid : Practical lessons for apraxia withillustrated drills / Brenda Dell Lark Whisonant ;Robert Whisonant, illustrator. TX0004450530 1/23/1997Speech Bin, Inc. RAD : Remediation of articulation disorders : apragmatic approach / Jan Bieniosek. TX0004450526 1/23/1997Speech Bin, Inc. Sound connections : emerging rules for the youngchild : a phonological awareness, development,and remediation program / Jane C. Webb andBarbara Duckett. TX0004450529 1/23/1997the Speech Bin Sounds plus s + r : Sounds plus sibilants. TX0001895398 8/6/1986the Speech Bin Speech beans. TX0001879656 8/7/1986Claimant Title Reg. Number Reg. DateSpeech Bin, Inc. Stuttering : helping the disfluent preschool child /Julie A. Blonigen. TX0004292208 5/22/1996Speech Bin, Inc. Tips for teaching infants & toddlers : earlyintervention program / Carol Weil, EllenD’Amato, Dorothy Benson, Fern Cagan. TX0004730295 4/7/1998Speech Bin, Inc. TRAP : Testing & remediating auditoryprocessing / Lynn V. Baron Berk. TX0004693615 12/11/1997Speech Bin, Inc. Warmups & workouts : exercises for learning “r”/ Jane Folk ; Sara Folk, illustrator. TX0004292198 5/22/1996the Speech Bin Who gets on jets? TX0001884107 8/7/1986Speech Bin, Inc. Workbook for memory skills / Beth M. Kennedy. TX0004450527 1/23/1997Speech Bin, Inc. Workbook for verbal expression / Beth M.Kennedy. TX0004292196 5/22/1996Speech Bin, Inc. Artic-pic : a show ‘n’ tell book about [r] ; Artic-pic : a show ‘n’ tell book about [s] / DeniseGrigas. TX0005027145 8/9/1999Speech Bin, Inc. Blonigen fluency program / Julie A. Blonigen. TX0005375899 1/4/2001Speech Bin, Inc. Breakfast club : enhancing the communicationability of Alzheimer’s patients. PA0000865729 7/10/1997Speech Bin, Inc. Breakfast club : program training guide / Mary JoSanto Pietro & Faerella Boczko. TX0004562853 7/10/1997Speech Bin, Inc. COMFI scale : communication outcome measureof functional independence / Mary Jo Santo Pietro& Faerella Boczko. TX0004562852 7/10/1997Speech Bin, Inc. Effective conversations—techniques for talkingtogether / Darlene Lengel. TX0004294307 5/20/1996Speech Bin, Inc. Effective listening / Darlene Lengel. TX0005027144 8/9/1999Speech Bin, Inc. I can say R. TX0005539440 5/21/2002Claimant Title Reg. Number Reg. DateSpeech Bin, Inc. I can say S. TX0005539439 5/21/2002Speech Bin, Inc. Is the child really stuttering? : Questions &answers about preschool disfluency / Julie A.Blonigen. TX0005377337 1/4/2001Speech Bin, Inc. MCLA : Measure of cognitive-linguistic abilities /Wendy J. Ellmo, Jill M. Graser, Elizabeth A.Krchnavek, Deborah B. Calabrese, KimberlyHauck. TX0004314064 5/20/1996Speech Bin, Inc. Paths : phonological awareness training and helpfor students / Jane Webb. TX0005375900 1/4/2001the Speech Bin, Inc. Sound advice. TX0002233302 9/14/1987Speech-Bin, Inc. Speech & language & voice & more / Julie A.Blonigen. TX0005377149 1/4/2001Speech-Bin, Inc. Speechcrafts / Marcia French Gilmore ; MurielFrench, illustrator. TX0004298536 5/21/1996Speech Bin, Inc. Stepping up to fluency / Janice Pechter Ellis. TX0005027146 8/9/1999Speech Bin, Inc. Take a chance / Gary J. Cooper. TX0003740044 2/1/1994Speech Bin, Inc. What is auditory processing? / Susan Bell. TX0003721616 2/1/1994Speech Bin, Inc. What is dementia? / Mary Jo Santo Pietro. TX0005027090 8/9/1999SPORTIME Claimant Title Reg. Number Reg. DateSelect Service & Supply d.b.a Sportime International Bean bag bears. Vau000425885 3/5/1998Select Service & Supply d.b.a Sportime International Bean bag bunnies. VA0000884346 10/21/1997Select Service & Supply d.b.a Sportime International Bean bag frogs. VA0000875777 10/6/1997Claimant Title Reg. Number Reg. DateSelect Service & Supply d.b.a Sportime International Bean bag gorillas. VA0000875779 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag hippo. VA0000875780 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag pig. VA0000875778 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag triceratops. Vau000425884 3/5/1998Select Service & Supply d.b.a Sportime International Bean bag turtles. VA0000908300 10/24/1997Select Service & Supply d.b.a Sportime International Bean bag tyrannosaurus. Vau000425886 3/5/1998Sportime, LLC Hands-On basketball. VA0000932992 6/12/1998Schedule 4.19 – OwnershipAs of January 27, 2013 Institutional Ownership Held S/O 1 Stadium Capital Management LLC 1,806,692 9.4% 2 Robotti & Co., Inc. 1,647,290 8.6% 3 Dimensional Fund Advisors, Inc. 1,440,434 7.5% 4 LaGrange Capital Management LLC 1,275,861 6.7% 5 Metropolitan West Capital Management LLC 1,262,238 6.6% 6 Lee Munder Capital Group LLC 949,069 4.9% 7 Davis Selected Advisers LP 594,117 3.1% 8 Portolan Capital Management LLC 493,759 2.6% 9 BlackRock Fund Advisors 445,487 2.3% 10 Eagle Boston Investment Management, Inc. 417,406 2.2% 11 Credit Suisse Securities (USA) LLC (Broker) 383,736 2.0% 12 Raffles Capital Management LLC 380,700 2.0% 13 The Vanguard Group, Inc. 363,939 1.9% 14 Renaissance Technologies LLC 326,901 1.7% 15 Perritt Capital Management, Inc. 200,000 1.0% 16 Perkins Capital Management, Inc. 194,000 1.0% 17 The California Public Employees Retirement System 174,500 0.9% 18 BMO Asset Management Corp. 128,123 0.7% 19 RBF Capital LLC 125,040 0.7% 20 Columbia Management Investment Advisers LLC 108,484 0.6% Top 20 Institutional Ownership 12,717,776 66.3% Other Institutional Ownership 1,164,808 6.1% Total Institutional Ownership 13,882,584 72.4%  Shares % of Insider Ownership Held S/O 1 Msd Capital Lp 2,884,499 15.0% 2 Ledecky Jonathan J 516,017 2.7% 3 Lavelle Michael P 159,339 0.8% 4 Vander Zanden David J 134,623 0.7% 5 Collins Patrick Timothy 87,500 0.5% Top 5 Insider Ownership 3,781,978 19.7% Other Insider Ownership 261,294 1.4% Total Insider Ownership 4,043,272 21.1% Implied Retail Ownership 1,253,093 6.5% Total Ownership 19,178,949 100.0% Schedule 4.21 Insurance Insurer Policy Type Coverage Deductibles Policy #Affiliated FM Property/Equipment $435,000,000 $ 100,000 EM 732Endurance American Specialty InsuranceCompany Excess California Earthquake $10,000,000 $ 100,000 CPN10003743000AGCS Marine InsuranceCompany(Allianz) Ocean Cargo $1,500,000 $ 2,000 OC 96019100Admiral Insurance Company General Liability $2,000,000 $ 50,000 CA 000005586-09Sentry Insurance Company Commercial Auto $1,000,000 $ 1,000 90 04547-03Sentry Insurance Company Workers Compensation $1,000,000 $ 350,000 90-04547-02 H& & WI 90-04547-01 All OtherACE American Insurance Company Foreign Liability $2,000,000 $ 1,000 PHFD37930659National Union Fire Insurance Co. ofPittsburgh (Chartis) Umbrella Liability $25,000,000 $ 25,000 13273329Federal Insurance Company (Chubb) Excess Liability $25,000,000 $ — 7976-73-69Illinois National Insurance Company(Chartis) Directors & Officers Liability $10,000,000 $0 Non indmenifiable 01-166-65-19 $500,000 Securities $350,000 All Other Federal Insurance Company (Chubb) 1st Excess Directors & OfficersLiability $10,000,000 $ — 8157-7351Axis Insurance Company 2nd Excess Directors &Officers Liability $5,000,000 $ — MCN762576/01/2012Beazley Insurance Company 3rd Excess Directors &Officers Liability $5,000,000 $ — V15VK8120401Travelers Casualty and Surety Company ofAmerica Employment Practices Liability $3,000,000 $ 250,000 105673447Lloyds of London Media Professional Liability $5,000,000 $ 50,000 B0180C121619Federal Insurance Company (Chubb) Fiduciary Liability $10,000,000 $0 Non indmenifiable 6803-3234 $50,000 Securities $10,000 All Other Federal Insurance Company (Chubb) Crime $5,000,000 $ 100,000 8151-9737U.S. Specialty Ins. Co. (PIA) Special Crime $5,000,000 $ — U712-85722Berkley Regional Insurance Surety Bonds $30,000,000 $ — N/ASchedule 4.26 – BrokersFees payable to Perella Weinberg PartnersFees payable to Blackstone Group under engagement letter of 12/20/12Schedule 4.27 – Restrictive AgreementsNoneSchedule 4.30 – Criminal ChargesNoneSchedule 5.12 – Cash Management SystemSee attachedSchedule 6.1 – Permitted LiensUCC SEARCH RESULTSPremier Agendas, Inc. DEBTOR NAME FILE NUMBER DATE FILED SECURED PARTY COLLATERALPremier Agendas, Inc.2000 Kentucky StreetBellingham WA 98226@@ 2009-091-5951Washington Department ofLicensing 4/1/2009 Fujifilm Graphic SystemsUSA, Inc.350 Central AVEHanover Park, IL 60133 All debtor’s right, titlenow owned or hereafteracquired in lithographicplates, film, prepressedproofing materials andmiscellaneous lithographicsupplies provided byEnovation GraphicSystems Inc. or creditedfrom Enovation GraphicSystems, Inc. regardlessof the deliver but does notconstitute any securityinterest in any of theassets of the companylisted on this filing.School Specialty, Inc. 120007074826WisconsinDepartment of FinancialInstitutions 5/24/2012 NMHG Financial Services,Inc. All of the equipment nowor hereafter leased byLessor to Lessee; and allaccessions, additions,replacements, andsubstitutions thereto andtherefore; and all proceedsincluding insuranceproceeds thereof.School Specialty, Inc. 120004986734WisconsinDepartment of FinancialInstitutions 4/13/2012 IKON Financial SVCS All equipment now orhereafter leased in anequipment leasingtransaction inconnection with that certainMaster Agreement No. seebelow, Product ScheduleNo./Agreement No. seebelow(“Lease”), as amended fromtime to time, between IOSCapital, LLC as lessor, andthe above referencedLessee/Debtor,including, without limit, theequipment listed below, andall additions,improvements, attachments,accessories,accessions, upgrades andreplacements related thereto,and any and allsubstitutions or exchanges,and any and allproducts, insurance and/orother proceeds (cash andnon-cash) there from: Theequipment location is asidentified inthe Lease. This IS intendedto be a true lease transaction.Neither the execution norfiling of this financingstatementshall in any manner implythat the relationship betweenthe parties to which thisdocument applies IS otherthan lessorand lessee, respectively.This financing statement isfiled solely to protect theinterests of the parties In theevent ofunwarranted assertions byany third party. Thisstatement is filed inconnection with a leasetransaction and is filed forprecautionary purposesonly. Product ScheduleNo./Agreement No.2907845, MasterAgreement/Lease No.CUSTOMER: 1418270RIPROC901 CI0071478School Specialty, Inc. 120006258728WisconsinDepartment of FinancialInstitutions130001633922WisconsinDepartment of FinancialInstitutions 05/07/2013 02/04/2013 Wells Fargo Capital Finance,LLC as Administrative Agent All assets of the Debtor,wherever located now ownedor existing or hereafteracquired or arising, togetherwith all proceeds thereof.School Specialty, Inc. 120006361723 WisconsinDepartment of FinancialInstitutions130001803012 WisconsinDepartment of FinancialInstitutions 05/09/2013 02/07/2013 Bayside Finance, LLC, asAgent All assets and property ofthe debtor whether nowowned or hereafteracquired, and all productsand proceeds thereof.Bird-In-Hand Woodworks, Inc. 26186436 New JerseyDepartment of TreasuryCommercial Recording26318622 New JerseyDepartment of TreasuryCommercial Recording 05/04/2012 02/01/2013 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor,wherever located nowowned or existing orhereafter acquired orarising, together with allproceeds thereof.Bird-In-Hand Woodworks, Inc. 26189895 New JerseyDepartment of TreasuryCommercial Recording26321264 New JerseyDepartment of TreasuryCommercial Recording 05/09/2012 02/07/2013 Bayside Finance, LLC, asAgent All assets and property ofthe debtor whether nowowned or hereafteracquired, and all productsand proceeds thereof.Califone International, Inc. 21736232 DelawareSecretary of State30430794 DelawareSecretary of State 05/04/2012 02/01/2013 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor,wherever located nowowned or existing orhereafter acquired orarising, together with allproceeds thereof.Califone International, Inc. 21781873 DelawareSecretary of State30505389 DelawareSecretary of State 05/08/2012 02/07/2013 Bayside Finance, LLC, asAgent All assets and property ofthe debtor whether nowowned or hereafteracquired, and all productsand proceeds thereof.Childcraft Education Corp. 201205045523894 NewYork Department of State201302015128416New York Department ofState 05/04/2012 02/01/2013 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor,wherever located nowowned or existing orhereafter acquired orarising, together with allproceeds thereof.Childcraft Education Corp. 201205090261780 NewYork Department of State201302070071828 NewYork Department of State 05/09/2012 02/07/2013 Bayside Finance, LLC, asAgent All assets and property ofthe debtor whether nowowned or hereafteracquired, and all productsand proceeds thereof.Classroomdirect.com LLC 21736083 DelawareSecretary of State30430752 DelawareSecretary of State 05/04/2012 02/01/2013 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor,wherever located nowowned or existing orhereafter acquired orarising, together with allproceeds thereof.Classroomdirect.com LLC 21782798 DelawareSecretary of State30505553 DelawareSecretary of State 05/08/2012 02/07/2013 Bayside Finance, LLC, asAgent All assets and property ofthe debtor whether nowowned or hereafteracquired, and all productsand proceeds thereof.Delta Education, LLC 21737081 DelawareSecretary of State30430786 DelawareSecretary of State 05/04/2012 02/01/2013 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor,wherever located nowowned or existing orhereafter acquired orarising, together with allproceeds thereof.Delta Education, LLC 21781832 DelawareSecretary of State30505660 DelawareSecretary of State 05/08/2012 02/07/2013 Bayside Finance, LLC, asAgent All assets and property ofthe debtor whether nowowned or hereafteracquired, and all productsand proceeds thereof.Frey Scientific, Inc. 21737198 DelawareSecretary of State30430802 DelawareSecretary of State 05/04/2012 02/01/2013 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor,wherever located nowowned or existing orhereafter acquired orarising, together with allproceeds thereof.Frey Scientific, Inc. 21782848 DelawareSecretary of State30505736 DelawareSecretary of State 05/08/2012 02/07/2013 Bayside Finance, LLC, asAgent All assets and property ofthe debtor whether nowowned or hereafteracquired, and all productsand proceeds thereof.Premier Agendas, Inc. 201212517212 WashingtonDepartment of Licensing201303255009 WashingtonDepartment of Licensing 05/04/12 02/01/2013 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor,wherever located nowowned or existing orhereafter acquired orarising, together with allproceeds thereof.Premier Agendas, Inc. 201213233814 WashingtonDepartment of Licensing201303872145 WashingtonDepartment of Licensing 05/09/12 02/07/2013 Bayside Finance, LLC, asAgent All assets and property ofthe debtor whether nowowned or hereafteracquired, and all productsand proceeds thereof.Select Agendas, Corp. 19568047 Nova ScotiaPPSA20814729 Nova ScotiaPPSAFinancing Statement728764G British ColumbiaPPSA Financing Statement Search results as of02/25/2013 Bayside Finance, LLC, asAgent (BiscayneCommercial Finance, LLC) All present and afteracquired personal propertyof the DebtorSelect Agendas, Corp. 19568054 Nova ScotiaPPSA Financing Statement Search results as of02/25/2013 Wells Fargo CapitalFinance, LLC asAdministrative Agent All present and afteracquired personal propertyof the DebtorSax Arts & Crafts, Inc. 21736307 DelawareSecretary of State30430810 DelawareSecretary of State 05/04/201202/01/2013 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor,wherever located nowowned or existing orhereafter acquired orarising, together with allproceeds thereof.Sax Arts & Crafts, Inc. 21781782 DelawareSecretary of State30505884 DelawareSecretary of State 05/08/2012 02/07/2013 Bayside Finance, LLC, asAgent All assets and property ofthe debtor whether nowowned or hereafteracquired, and all productsand proceeds thereof.Sportime, LLC 21736109 DelawareSecretary of State30430778 DelawareSecretary of State 05/04/2012 02/01/2013 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor,wherever located nowowned or existing orhereafter acquired orarising, together with allproceeds thereof.Sportime, LLC 21781725 DelawareSecretary of State30505934 DelawareSecretary of State 05/08/2012 02/07/2013 Bayside Finance, LLC, asAgent All assets and property ofthe debtor whether nowowned or hereafteracquired, and all productsand proceeds thereof.Sportime, LLC Reel/Frame:028275/0517 5/25/2012 Bayside Finance, LLC Patents identified indocumentSportime, LLC Reel/Frame:028278/0858 5/29/2012 Wells Fargo CapitalFinance, LLC, As Agent Patents identified indocumentSportime, LLC Reel/Frame:029778/0521 2/08/2013 Bayside Finance, LLC Patents identified indocumentSchool Specialty, Inc. Reel/Frame:028275/0511 5/25/2012 Bayside Finance, LLC Patents identified indocumentSchool Specialty, Inc. Reel/Frame:028278/0622 5/29/2012 Wells Fargo CapitalFinance, LLC, As Agent Patents identified indocumentSchool Specialty, Inc. Reel/Frame:029778/0514 2/08/2013 Bayside Finance, LLC Patents identified indocumentChildcraft Education Corp. Reel/Frame:028275/0525 5/25/2012 Bayside Finance, LLC Patents identified indocumentChildcraft Education Corp. Reel/Frame:028278/0716 5/29/2012 Wells Fargo CapitalFinance, LLC, As Agent Patents identified indocumentChildcraft Education Corp. Reel/Frame:029778/0488 2/08/2013 Bayside Finance, LLC Patents identified indocumentSchool Specialty, Inc. Reel/Frame:4786/0439 5/25/2012 Bayside Finance, LLC Trademarks identified indocumentSchool Specialty, Inc. Reel/Frame:4792/0518 6/04/2012 Wells Fargo CapitalFinance, LLC, As Agent Trademarks identified indocumentSchool Specialty, Inc. Reel/Frame:4826/0140 7/20/2012 Bayside Finance, LLC Trademarks identified indocumentSchool Specialty, Inc. Reel/Frame:4945/0281 1/17/2013 Bayside Finance, LLC Trademarks identified indocumentSchool Specialty, Inc. Reel/Frame:4957/0797 2/08/2013 Bayside Finance, LLC Trademarks identified indocumentChildcraft Education Corp. Reel/Frame:4788/0372 5/25/2012 Bayside Finance, LLC Trademarks identified indocumentChildcraft Education Corp. Reel/Frame:4794/0045 6/04/2012 Wells Fargo CapitalFinance, LLC, As Agent Trademarks identified indocumentCalifone International, Inc. Reel/Frame:4788/0378 5/25/2012 Bayside Finance, LLC Trademarks identified indocumentCalifone International, Inc. Reel/Frame:4794/0077 6/04/2012 Wells Fargo CapitalFinance, LLC, As Agent Trademarks identified indocumentCalifone International, Inc. Reel/Frame:4958/0435 2/08/2013 Bayside Finance, LLC Trademarks identified indocumentClassroomDirect.com, LLC Reel/Frame:4788/0384 5/25/2012 Bayside Finance, LLC Trademarks identified indocumentClassroomDirect.com, LLC Reel/Frame:4790/0214 5/29/2012 Wells Fargo CapitalFinance, LLC, As Agent Trademarks identified indocumentClassroomDirect.com, LLC Reel/Frame:4958/0606 2/08/2013 Bayside Finance, LLC Trademarks identified indocumentSax Arts & Crafts, Inc. Reel/Frame:4788/0401 5/25/2012 Bayside Finance, LLC Trademarks identified indocumentSax Arts & Crafts, Inc. Reel/Frame:4790/0236 5/29/2012 Wells Fargo CapitalFinance, LLC, As Agent Trademarks identified indocumentSax Arts & Crafts, Inc. Reel/Frame:4958/0679 2/08/2013 Bayside Finance, LLC Trademarks identified indocumentDelta Education, LLC Reel/Frame:4788/0456 5/25/2012 Bayside Finance, LLC Trademarks identified indocumentDelta Education, LLC Reel/Frame:4790/0555 5/29/2012 Wells Fargo CapitalFinance, LLC, As Agent Trademarks identified indocumentDelta Education, LLC Reel/Frame:4958/0597 2/08/2013 Bayside Finance, LLC Trademarks identified indocumentPremier Agendas, Inc. Reel/Frame:4788/0479 5/25/2012 Bayside Finance, LLC Trademarks identified indocumentPremier Agendas, Inc. Reel/Frame:4794/0017 6/04/2012 Wells Fargo CapitalFinance, LLC, As Agent Trademarks identified indocumentPremier Agendas, Inc. Reel/Frame:4823/0952 7/18/2012 Bayside Finance, LLC Trademarks identified indocumentPremier Agendas, Inc. Reel/Frame:4958/0660 2/08/2013 Bayside Finance, LLC Trademarks identified indocumentSportime, LLC Reel/Frame:4788/0485 5/25/2012 Bayside Finance, LLC Trademarks identified indocumentSportime, LLC Reel/Frame:4790/0244 5/29/2012 Wells Fargo CapitalFinance, LLC, As Agent Trademarks identified indocumentSportime, LLC Reel/Frame:4826/0144 7/20/2012 Bayside Finance, LLC Trademarks identified indocumentSportime, LLC Reel/Frame:4958/0766 2/08/2013 Bayside Finance, LLC Trademarks identified indocumentSchool Specialty, Inc. 6/1/2012 Bayside Finance, LLC Copyrights identified indocumentChildcraft Education Corp. 6/1/2012 Bayside Finance, LLC Copyrights identified indocumentSax Arts & Crafts, LLC 6/1/2012 Bayside Finance, LLC Copyrights identified indocumentDelta Education, LLC 6/1/2012 Bayside Finance, LLC Copyrights identified indocumentPremier Agendas, Inc. 6/1/2012 Bayside Finance, LLC Copyrights identified indocumentSportime, LLC 6/4/2012 Bayside Finance, LLC Copyrights identified indocumentSchool Specialty, Inc. 6/4/2012 Wells Fargo CapitalFinance, LLC, As Agent Copyrights identified indocumentChildcraft Education Corp. 6/4/2012 Wells Fargo CapitalFinance, LLC, As Agent Copyrights identified indocumentSax Arts & Crafts, LLC 6/4/2012 Wells Fargo CapitalFinance, LLC, As Agent Copyrights identified indocumentDelta Education, LLC 6/4/2012 Wells Fargo CapitalFinance, LLC, As Agent Copyrights identified indocumentPremier Agendas, Inc. 6/4/2012 Wells Fargo CapitalFinance, LLC, As Agent Copyrights identified indocumentSportime, LLC 6/4/2012 Wells Fargo CapitalFinance, LLC, As Agent Copyrights identified indocumentLiens on funds in Business Money Market Account No. in the name of School Specialty, Inc., maintained at Comerica Bank (the “Comerica Account”) andall identifiable proceeds of the Comerica Account, which total $1,458,537.10 as of the Petition Date, plus post-petition interest accruing on the ComericaAccount, which funds secure the reimbursement obligations of School Specialty, Inc. to Comerica Bank under the Letter of Credit Applications andReimbursement Agreements, or otherwise, for any draws under Comerica Bank letter of credit no. 5183 in the amount of $700,000, issued for the benefit ofDEI CSEP or Comerica Bank letter of credit no. 5184 in the amount of $755,000, issued for the benefit of Travelers Insurance Company.Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing on real property owned by School Specialty, Inc. dated May 22, 2012 infavor of Bayside Finance, LLC, as Agent Recorded on May 24, 2012 in Book 1246 pages 1811-1824 in the Register of Deeds of Saline County, Kansas.Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing on real property owned by School Specialty, Inc. dated May 22, 2012 infavor of Wells Fargo Capital Finance, LLC as Administrative Agent Recorded on May 24, 2012 in Book 1246 pages 1798-1810 in the Register of Deeds ofSaline County, Kansas.Schedule 6.2 – Permitted DebtPart A2011 Subordinated Convertible Debentures in the initial principal amount of $157,500,000 and accreted through January 28, 2013 $169,768,391.00.Sale Leaseback Debt of $12,020,528.00 remaining principal owed to GE Capital BAF as of December 31, 2012Letters of Credit – See Schedule 4.9As of February 9, 2013 there are approximately $13,400,000 in accounts payable past due by more than 60 days.Part BIntercompany balances as of 12/31/12 Due from Entity SSI PAI Select Delta Due to Entity: Classroom Direct 67,210,127 Sportime 79,204,718 Bird in Hand 7,082,596 Childcraft 57,802,393 Delta Education LLC 143,211,633 Califone 33,156,965 PSA 11,300,763 9,923,557 746,291 1,036 PAI 220,349,294 In addition, PSA has a note receivable from SSI in the amount of $4,500,000 CAD. The company’s intention is to not have this note repaid. Thus, it isaccounted for as equity.Schedule 6.3 – Permitted Investments35% equity ownership interest in Carson- Dellosa Publishing, LLCSchedule 6.14 – Permitted Sale-LeasebacksProperty Address:101 Almgren DriveAgawam, MA 01001Owner / Landlord:Mesirow Realty Sale-Leaseback, Inc.Sublet to:Vaupell Holdings101 Almgren DriveAgawam, MA 01001Property Address:100 Paragon ParkwayMansfield, OH 44903Owner / Landlord:SSI Mansfield, LLCc/o Mesirow Realty Sale-Leaseback, Inc.350 North Clark StreetChicago, IL 60610Both Assigned to:General Electric Capital Business Asset Funding Corporation10900 NE 4 Street, Suite 500Bellevue, WA 98004thSchedule 10.3 – Addresses for NoticesSchool Specialty, Inc.c/o Chief Financial OfficerW6316 Design DriveGreenville, WI 54942Mailing Address:School Specialty, Inc.c/o Chief Financial OfficerPO Box 1579Appleton, WI 54912-1579Administrative Agent:U.S. Bank National Associationc/o U.S. Bank Corporate Trust Services214 N. Tryon Street, 26th FloorCharlotte, NC 28202Attn: James HanleySchedule 5.16Post Closing Obligations Obligation Due DateRelease of all liens granted to the Prepetition Agents under the Prepetition DebtDocuments against Select Agendas, Corp. No later than 10 days after the ClosingDelivery of the Collateral Access Agreement No later than 30 days after the Closing DateDelivery of the Control Agreements relating to the accounts of all Obligors No later than 30 days after the Closing DateDelivery of any Mortgages No later than 30 days after the Closing DateDelivery to Agent of executed and, if applicable, notarized securitydocumentation under the laws of Quebec, effective to grant and perfect a Lien inall property of Select Agendas, Corp. (or such successor entity) under the lawsof Quebec in favor of the Collateral Agent No later than 30 days after the Closing DateDelivery of any additional insured/lender’s loss payee endorsements in favor ofthe Collateral Agent No later than 15 days after the Closing DateProjected financial statements of the Borrowers and the other Obligorssatisfactory to the Lenders in their sole discretion, including income statement,balance sheet and cash flow statement, each in form and substance consistentwith the Obligors’ internal financial statements, for fiscal years ending 2013 and2014 presented on a monthly basis; and any updates or modifications to suchprojected financial statements previously received by the Administrative Agent,in each case in form and substance reasonably satisfactory to the Lenders April 1, 2013Delivery of a certificate of a Responsible Officer of the Administrative Borrowerattaching a list of copyrights held by Group Members as to which copyrightfilings require recordations at the U.S. Copyright Office to reflect properownership thereof with an indication of which copyright filings the GroupMembers intend to remedy. Such certificate will contain a representation andwarranty, which shall be treated as a representation and warranty under thisAgreement, that the copyright registrations that the Group Members do not intendto remedy are, taken as a whole, not material or useful to the business of theGroup Members. March 15, 2013Filing with the U.S. Copyright Office of documentation necessary to remedy thecopyright filings which the Group Members intend to remedy and provide proofof such filings to Agent. April 19, 2013Schedule 5.18MilestonesThe Borrowers shall undertake a dual track process by which they market the assets of the Obligors for sale and pursue a plan of reorganization in order tomaximize recoveries for all of their stakeholders according to the following milestones, except to the extent the failure to meet any such milestone is due to theBankruptcy Court’s scheduling requirements (but not any scheduling requirements that are done or made at the request of the Borrowers): i. on or before the date that is 21 days after entry of the Interim Order, (a)the Bankruptcy Court shall have entered a final order establishingprocedures with respect to the marketing and sale of the Obligors’ assets(the “Sale Effort”) and approving bidding procedures related thereto,which order shall be in form and substance reasonably acceptable to theBorrowers and Lenders; and (b) the Borrowers shall have filed with theBankruptcy Court, a plan of reorganization (the “Plan”) and a motionseeking approval of the disclosure statement and solicitation proceduresrelated to the Plan (the “Disclosure Statement Motion”), which motionshall be in form and substance acceptable to the Borrowers and Lenders;ii. on or before the date that is 44 days after entry of the Interim Order, theBankruptcy Court shall have entered an order granting the DisclosureStatement Motion, which order shall be in form and substance reasonablyacceptable to the Borrowers and Lenders;iii. on or before the date that is 48 days the after entry of the Interim Order,the Borrowers shall have commenced solicitation of votes in connectionwith the Plan pursuant to sections 1125 and 1126 of the BankruptcyCode;iv. on or before the date that is 71 days the after entry of the Interim Order, (i)assuming sufficient interest to purchase the Obligors’ assets has beenexpressed in the Borrowers’ business reasonable judgment, with thereasonable consent of the Lenders, an auction shall have been conductedin connection with the Sale Effort to determine the highest and/or best bid for the Borrowers’assets (the “Auction”) and (ii) the winning bidder selected at the Auction,if any, shall have obtained a commitment to refinance or repay theObligations and the obligations under the ABL DIP Credit Obligations infull in cash, which commitment shall be in form and substancesatisfactory to the Required Lenders;v. on or before the date that is 78 days after the after entry of the InterimOrder, (i) the Bankruptcy Court shall have conducted a hearing assumingthat an Auction has been held and a winning bidder and backup bidder,if any, have been selected, to obtain entry of a final order approving thesale of the Borrowers’ assets to the winning bidder at the Auction (the“Sale Order”), or (ii) in the event that a Sale Order is not entered and theDebtors are pursuing a Plan, the Debtors shall have obtained acommitment to refinance or repay the Obligations and the obligationsunder the ABL DIP Credit Obligations in full in cash, which commitmentshall be in form and substance satisfactory to the Required Lenders. vi. on or before the date that is 80 days after entry of the Interim Order, theBankruptcy Court shall have entered (i) the Sale Order (assuming that anAuction has been held and a winning bidder and backup bidder, if any,have been selected), which order shall be in form and substancereasonably acceptable to the Borrowers and Lenders, or (ii) the orderconfirming the Plan pursuant to section 1129 of the Bankruptcy Code(assuming the Plan has obtained the requisite votes), which order shall bein form and substance reasonably acceptable to the Borrowers andLenders; andvii. on or before the date that is 94 days after entry of the Interim Order, (i) thesale of the Obligors’ assets shall have closed (assuming that an Auctionhas been held and a winning bidder and backup bidder, if any , havebeen selected), or (ii) the Plan (assuming the Plan has obtained therequisite votes) shall have become effective.Exhibit 10.35EXECUTION VERSION SECURITY AND PLEDGE AGREEMENTDated as of February 27, 2013amongSCHOOL SPECIALTY, INC.,CLASSROOMDIRECT.COM, LLC,DELTA EDUCATION, LLC,SPORTIME, LLC,CHILDCRAFT EDUCATION CORP.,BIRD-IN-HAND WOODWORKS, INC.,CALIFONE INTERNATIONAL, INC.,andPREMIER AGENDAS, INC.,as Borrowers and Grantors,SELECT AGENDAS, CORP.,FREY SCIENTIFIC, INC.,andSAX ARTS & CRAFTS, INC.,as Guarantors and Grantors,andU.S. BANK NATIONAL ASSOCIATION,as Agent TABLE OF CONTENTS SECTION 1. Grant of Security 2 SECTION 2. Security for Obligations 5 SECTION 3. Grantors Remain Liable 5 SECTION 4. Representations and Warranties 6 SECTION 5. Further Assurances 9 SECTION 6. Certain Covenants of Grantors 11 SECTION 7. Special Covenants With Respect to Equipment and Inventory 12 SECTION 8. Special Covenants with respect to Accounts and Assigned Agreements 12 SECTION 9. Special Covenants With Respect to the Securities Collateral 14 SECTION 10. Special Covenants With Respect to the Intellectual Property Collateral 17 SECTION 11. Collateral Account 19 SECTION 12. Agent Appointed Attorney-in-Fact 19 SECTION 13. Agent May Perform 20 SECTION 14. Standard of Care 20 SECTION 15. Remedies 20 SECTION 16. Additional Remedies for Intellectual Property Collateral 24 SECTION 17. Application of Proceeds 25 SECTION 18. Indemnity and Expenses 25 SECTION 19. Continuing Security Interest; Transfer of Loans; Termination and Release 25 SECTION 20. U.S. Bank National Association, as Agent 25 SECTION 21. Additional Grantors 26 SECTION 22. Amendments; Etc. 26 SECTION 23. Notices 27 SECTION 24. Failure or Indulgence Not Waiver; Remedies Cumulative 27 SECTION 25. Severability 27 SECTION 26. Headings 27 SECTION 27. Governing Law; Rules of Construction 27 SECTION 28. Waiver of Jury Trial 28 SECTION 29. Counterparts; Execution 28 SECTION 30. WAIVER OF CLAIMS 28 SECTION 31. Payment of Obligations 29 -i-SECTION 32. Remedies Cumulative 29 SECTION 33. Judgment Currency 29 SECTION 34. Discontinuance of Proceedings 30 SECTION 35. Inconsistency 30 SECTION 36. Definitions 30 SECTION 37. Intercreditor Agreement 35 SECTION 38. Canadian Interpretation 35 -ii-SECURITY AND PLEDGE AGREEMENTThis SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is dated as of February 27, 2013 and entered into by and amongSCHOOL SPECIALTY, INC., a Wisconsin corporation (“School Specialty” or the “Administrative Borrower”), which is a debtor and debtor-in-possessionin a case pending in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, each of CLASSROOMDIRECT.COM, LLC, a Delaware limitedliability company, DELTA EDUCATION, LLC, a Delaware limited liability company, SPORTIME, LLC, a Delaware limited liability company,CHILDCRAFT EDUCATION CORP., a New York corporation, BIRD-IN-HAND WOODWORKS, INC., a New Jersey corporation, CALIFONEINTERNATIONAL, INC., a Delaware corporation, and PREMIER AGENDAS, INC., a Washington corporation (collectively, the “SubsidiaryBorrowers” and, together with the Administrative Borrower, the “Borrowers”), each of which is a debtor and debtor-in-possession in a case pending in theBankruptcy Court under Chapter 11 of the Bankruptcy Code, SELECT AGENDAS, CORP., a Nova Scotia unlimited liability company (“SelectAgendas”), as a Guarantor, FREY SCIENTIFIC, INC. and SAX ARTS & CRAFTS, INC., each a Delaware corporation, each as a Guarantor, each ofwhich is a debtor and debtor-in-possession in a case pending in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, each Subsidiary of theAdministrative Borrower (other than the Borrowers) that becomes a Guarantor under the Credit Agreement (as defined below) (the Guarantors and theBorrowers each individually referred to herein as a “Grantor” and collectively as “Grantors”), and U.S. BANK NATIONAL ASSOCIATION, as agent forthe Lenders and the other Secured Parties (in such capacity, “Agent”) under the Credit Agreement (defined below) and the other Loan Documents (as definedtherein).PRELIMINARY STATEMENTSA. WHEREAS, certain Grantors have commenced a case under Chapter 11 of Title 11 of the Bankruptcy Code for the District of Delaware,and have retained possession of their respective assets and are authorized under the Bankruptcy Code to continue the operation of their business as debtors-in-possession;B. WHEREAS, pursuant to that certain Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of the date hereof (asamended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Grantors, the Lenders from time to time partythereto and U.S. Bank National Association, as Agent, and the DIP Order, as applicable, the Agent and the Lenders are willing to make available to theBorrowers a $155,000,000 debtor-in-possession multiple draw term loan facility to provide, among other things, a working capital and the refinancing of allloans and obligations under the Prepetition Term Loan Agreement, upon the satisfaction (or waiver) of certain conditions;C. WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make post-petition loans and advances and provide other financialaccommodations to the Borrowers, subject to the terms and conditions contained therein;D. WHEREAS, the Borrowers are members of an affiliated group of companies that includes each other Grantor;E. WHEREAS, Grantors desire that Agent and Lenders consummate the financing transactions contemplated by the Credit Agreement on theterms and conditions contained therein as Grantors will derive substantial direct and indirect economic benefits from the making of the loans, advances andother financial accommodations provided to Borrowers by the Lenders pursuant to the Credit Agreement and the documents executed in connection therewith;F. WHEREAS, it is a condition precedent to effectiveness of the Credit Agreement and each of the transactions contemplated thereby thatGrantors shall have entered into this Agreement and granted the security interests and undertaken the obligations contemplated by this Agreement;G. WHEREAS, the Agent and the ABL DIP Agent have entered into an Intercreditor Agreement (as defined in the Credit Agreement), and theprovisions of this Agreement are subject to the provisions of the Intercreditor Agreement as provided in Section 31 hereof; andH. WHEREAS, to supplement the DIP Order without in any way diminishing or limiting the effect of the DIP Order or the DIP Liens grantedthereunder, the parties hereto desire to more fully set forth their respective rights in connection with the DIP Liens.NOW, THEREFORE, in consideration of the agreements set forth herein and in order to induce Lenders to make the Loans under the CreditAgreement and to make and maintain loans, advances and other financial accommodations under the Credit Agreement, and for other good and valuableconsideration the receipt of which is hereby acknowledged, each Grantor hereby agrees with Agent as follows:SECTION 1. Grant of Security.Each Grantor hereby pledges, mortgages, hypothecates and (except in the case of ULC Shares) assigns to Agent, and hereby grants to Agent, forthe benefit of Secured Parties, a security interest in all of such Grantor’s right, title and interest in and to all of the property of such Grantor, in each casewhether now or hereafter existing, whether tangible or intangible, whether now owned or hereafter acquired, wherever the same may be located and whether ornot subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter be amended in, the State of New York (the“UCC”), including all of the following (the “Collateral”):(a) all Accounts;(b) all Chattel Paper;(c) all Money, Securities Accounts and all Deposit Accounts, together with all amounts on deposit from time to time in such Deposit Accounts; -2-(d) all Documents;(e) all Documents of Title (as defined in the PPSA);(f) all Farm Products;(g) all General Intangibles, Intangibles (as defined in the PPSA) and all Intellectual Property, Payment Intangibles and Software;(h) all Goods, including Inventory, Equipment and Fixtures;(i) all Instruments;(j) all Investment Property;(k) all Letter-of-Credit Rights and other Supporting Obligations;(l) all Records;(m) all Assigned Contracts;(n) all Commercial Tort Claims, including those set forth on Schedule 1 annexed hereto; and(o) all Proceeds and Accessions with respect to any of the foregoing Collateral, including all insurance proceeds on or in respect of any of theforegoing Collateral.Each term set forth above shall have the meaning set forth in the UCC and the PPSA as indicated (to the extent such term is defined in the UCCor elsewhere herein), it being the intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range ofassets.Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted asecurity interest in any of such Grantor’s rights or interests in or under: (i) voting Equity Interests of any CFC, solely to the extent (y) such Equity Interestsrepresent an excess over 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the totaloutstanding Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonablyexcessive (as determined by the Agent (at the direction of the Required Lenders) in consultation with the Administrative Borrower) in relation to the benefits toAgent and the other Secured Parties of the security afforded thereby (which pledge, if reasonably requested by Agent (which shall be at the direction of theRequired Lenders), shall be governed by the laws of the jurisdiction of such Subsidiary); (ii) any United States intent-to-use trademark applications to theextent 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-usetrademark applications under applicable federal law, provided that upon submission and acceptance by the applicable IP Filing Office of an amendment toallege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application -3-shall be considered Collateral; and (iii) any license, contract, permit, Instrument, security or franchise to which such Grantor is a party as of the date hereofor any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract, permit,Instrument, security or franchise, result in a breach of the terms of, or constitute a default under, such license, contract, permit, Instrument, security orfranchise (other than to the extent that any such term would be rendered ineffective pursuant to the UCC, PPSA or any other applicable law in any applicablejurisdiction (including the Bankruptcy Code) or principles of equity); provided, that, immediately upon the ineffectiveness, lapse or termination of any suchprovision the Collateral shall, without any further action by any party hereto, include, and such Grantor shall be deemed to have granted a security interest in,all such rights and interests as if such provision had never been in effect; and provided, further, that the foregoing exclusion shall in no way be construed tolimit, impair or otherwise affect any of Agent’s or any other Secured Party’s continuing security interests in and liens upon any rights or interests of anyGrantor in or to monies due or to become due under or in connection with any described such license, contract, permit, Instrument, security or franchise, orany proceeds from the sale, license, lease or other dispositions of any such license, contract, permit, Instrument, security or franchise. In the event that anyasset of a Grantor is excluded from the Collateral by virtue of clause (iii) of the foregoing sentence (other than to the extent that any such term would be renderedineffective pursuant to the UCC, PPSA or any other applicable law (including the Bankruptcy Code) or principles of equity), such Grantor agrees to use itsreasonable best efforts to obtain all requisite consents to enable such Grantor to provide a security interest in such asset pursuant hereto as promptly aspracticable. The security interests granted hereunder shall not extend to (i) any consumer goods (as defined in the PPSA) of Select Agendas; or (ii) the last dayof 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 heldin trust by Select Agendas for the Agent and, on the exercise by the Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directedby the Agent (at the direction of the Required Lenders). Notwithstanding the foregoing, Agent shall have a security interest in, and a pledge and collateralassignment of (but not a present assignment of) any Canadian trademarks or ULC Shares forming part of the Collateral.Each of the Grantors hereby acknowledges that (a) value has been given; (b) each Grantor has rights in the Collateral in which it has granted asecurity interest; (c) this Agreement constitutes a security agreement as that term is defined in the PPSA; and (d) it has not agreed to postpone the time forattachment of the security interest granted hereunder and the security interest granted hereunder attaches upon the execution of this Agreement (or in the case ofany after-acquired property, at the time of the acquisition thereof).Each of the Grantors hereby further acknowledges and agrees that if the Collateral is realized upon and such Collateral or the proceeds of suchCollateral is not sufficient to satisfy all Secured Obligations, subject to the provisions of the PPSA, such Grantor shall continue to be liable for anyObligations remaining outstanding and the Agent shall be entitled to pursue full payment thereof. -4-SECTION 2. Security for Obligations.This Agreement secures, and the Collateral is collateral security for, the prompt payment and performance in full when due, whether at statedmaturity, by required prepayment, acceleration or demand in accordance with the Credit Agreement, or otherwise, of all obligations of each Grantor to eachSecured Party, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a LoanDocument (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any Grantor, wouldaccrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with allextensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whethervoluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, liquidated or unliquidated, whether or notjointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of suchobligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Agent or any otherSecured Party as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors now or hereafter existing under this Agreement(collectively, the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that suchGrantor 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 forattachment of the Security Interest in any of the Collateral of such Grantor.SECTION 3. Grantors Remain Liable.Anything contained herein to the contrary notwithstanding, (a) each Grantor shall remain liable under any contracts and agreements included inthe Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed,(b) the exercise by Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreementsincluded in the Collateral, (c) Agent shall not have any obligation or liability under any contracts, licenses, and agreements included in the Collateral by reasonof this Agreement, nor shall Agent be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforceany claim for payment assigned hereunder and (d) neither Agent nor any other Secured Party shall have any custodial or ministerial duties to perform withrespect to the Collateral pledged except as expressly set forth herein; and by way of explanation and not by way of limitation, neither Agent nor any otherSecured Party shall incur liability for any of the following: (i) defects in title to or ownership of Collateral, (ii) loss or depreciation of, or any decline in thevalue of, Collateral, or (iii) failure to present any paper for payment or protest, to protest or give notice of nonpayment or any other notice with respect to anypaper or Collateral. -5-SECTION 4. Representations and Warranties.Each Grantor represents and warrants to the Agent, for the benefit of Secured Parties, as follows:(a) Ownership of Collateral. Except as expressly permitted by the Credit Agreement and the DIP Order, (i) such Grantor owns its interests in theCollateral free and clear of any Lien and (ii) except as set forth on Schedule 16 hereto, no effective financing statement, financing change statement or otherinstrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office, including any IP Filing Office. Each Grantorhas full power and authority to grant to Agent for the benefit of the Secured Parties the security interest in all Collateral pursuant to this Agreement and toexecute, deliver and perform its obligations in accordance with the terms hereof, without the consent or approval of any other Person.(b) Perfection. Upon entry of the DIP Order by the Bankruptcy Court, the security interests in the Collateral granted to Agent for the benefit ofSecured Parties hereunder shall constitute valid security interests in the Collateral (other than the Collateral of Select Agendas Corp.), securing the payment ofthe Secured Obligations. With respect to Select Agendas Corp., upon execution of this Agreement and the filing of PPSA financing statements, the securityinterests in the Collateral granted to Agent for the benefit of Secured Parties hereunder shall constitute valid security interests in the Collateral. Upon (i) thefiling of UCC financing statements or PPSA financing statements (as applicable) naming each Grantor as “debtor”, naming Agent as “Secured Party” anddescribing the Collateral in the filing offices with respect to such Grantor set forth on Schedule 2 annexed hereto, (ii) the entry of the DIP Order by theBankruptcy Court, (iii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of suchUCC financing statements or PPSA financing statements, as applicable, delivery of the certificates representing such certificated Securities and delivery ofsuch Instruments to Agent, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iv) in the case of theIntellectual Property Collateral constituting Copyrights and Copyright Rights, in addition to the filing of such UCC financing statements or PPSA financingstatements, as applicable, the recordation of a Grant with the United States Copyright Office or the Canadian Intellectual Property Office, (v) in the case ofEquipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of anapplication requesting the notation of the security interest created hereunder on such certificate of title, and (vi) in the case of any Deposit Account and anyInvestment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to Agentof an agreement providing for control by Agent thereof and the filing of a PPSA financing statement in Canada, the security interests in the Collateral grantedby each Grantor to Agent for the benefit of Secured Parties will constitute perfected security interests therein prior to all other Liens (except for Permitted SeniorLiens), and all filings and other actions necessary or desirable to perfect and protect such security interests will have been duly made or taken. Upon therecordation of a Grant with respect to the Intellectual Property Collateral with the applicable IP Filing Office, no subsequent purchaser or mortgagee for valuemay obtain claim in or title to any Intellectual Property Collateral having priority or seniority over the security interests in such Intellectual Property Collateralgranted by each Grantor to Agent for the benefit of Secured Parties pursuant hereto. -6-(c) Office Locations; Type and Jurisdiction of Organization; Locations of Equipment and Inventory. Each Grantor’s name as it appears inofficial filings in the jurisdiction of its organization, type of organization (i.e. corporation, limited liability company, etc.), jurisdiction of organization,principal place of business, chief executive office, office where such Grantor keeps its Records regarding the Accounts, Intellectual Property and originals ofChattel Paper, and organization number, if any, provided by the applicable Government Authority of the jurisdiction of organization are set forth on Schedule3 annexed hereto. All of the Equipment and Inventory is located at the places set forth on Schedule 4 annexed hereto, except for Inventory which, in the ordinarycourse of business, is in transit either (i) from a supplier to a Grantor, (ii) between the locations set forth on Schedule 4 annexed hereto, or (iii) to customers ofa Grantor. Schedule 4A sets forth each state in which each Grantor maintains any assets, operates any portion of its business or is authorized to do business.(d) Names. No Grantor (or predecessor by merger or otherwise of such Grantor) has, within the five-year period preceding the date hereof, or, inthe case of an Additional Grantor, the date of the applicable Supplement, had a different name from the name of such Grantor listed on the signature pageshereof or of the applicable Supplement, except the names set forth on Schedule 5 annexed hereto (as amended by Agent pursuant to any such Supplement).(e) Delivery of Certain Collateral. All certificates or Instruments (excluding checks) evidencing, comprising or representing the Collateral havebeen delivered to Agent duly endorsed or accompanied by duly executed instruments of transfer or assignment in blank.(f) Securities Collateral. All of the Pledged Subsidiary Equity set forth on Schedule 6 annexed hereto has been duly authorized and validlyissued and is, in the case of stock, fully paid and non-assessable (subject to the general assessability of shares of a ULC); and in the case of all other PledgedSubsidiary Equity, subject to no assessments, capital calls or additional payment requirements of any nature, all of the Pledged Subsidiary Debt set forth onSchedule 7 annexed hereto has been duly authorized and is the legally valid and binding obligation of the issuers thereof and is not in default; there are nooutstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into,or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6 annexed hereto sets forth all of the Pledged Subsidiary Equity (identifiedas such) and all other Pledged Equity (identified as such) owned by each Grantor, and the percentage ownership in each issuer thereof; and Schedule 7annexed hereto sets forth all of the Pledged Debt owned by such Grantor.(g) Intellectual Property Collateral. A true and complete list of all Trademark Registrations and applications for any Trademark that areowned or licensed by such Grantor, in whole or in part, is set forth on Schedule 8 annexed hereto; a true and complete list of all Patents owned or licensed bysuch Grantor, in whole or in part, is set forth on Schedule 9 annexed hereto; a true and complete list of all Copyright Registrations and applications forCopyright Registrations held (whether pursuant to a license or otherwise) by such Grantor, in whole or in part, is set forth on Schedule 10 annexed hereto; andsuch Grantor is not aware of any pending or, to its knowledge, threatened claim by any third party that any of the Intellectual Property Collateral owned, heldor used by such Grantor is invalid or unenforceable or violates or infringes on any rights of other Persons. -7-(h) Deposit Accounts, Securities Accounts, Commodity Accounts. Schedule 11 annexed hereto lists all Deposit Accounts, Securities Accountsand Commodity Accounts (separately identified as such) owned by each Grantor, and in each case, indicates the institution or intermediary at which theaccount is held and the account name and number.(i) Chattel Paper. Such Grantor has no interest in any Chattel Paper, except as set forth in Schedule 12 annexed hereto.(j) Letter-of-Credit Rights. Such Grantor has no interest in any Letter-of-Credit Rights, except as set forth on Schedule 13 annexed hereto.(k) Documents. No negotiable Documents are outstanding with respect to any of the Inventory or other Collateral, except as set forth on Schedule14 annexed hereto.(l) Assigned Agreements. Each Assigned Agreement is in full force and effect and is enforceable against the parties thereto in accordance with itsterms.(m) Collateral Condition and Lawful Use. The Collateral is in good repair and condition in all material respects and each Grantor shall usereasonable care to prevent any of the Collateral from being damaged or depreciating, normal wear and tear excepted.(n) Chattel Paper, Accounts, General Intangibles. Collateral consisting of Chattel Paper, Accounts or General Intangibles is (i) with respect toChattel Paper and General Intangibles, to the best of its knowledge, genuine and enforceable in accordance with its terms, (ii) to the best of its knowledge, notsubject to any defense, set-off, claim, or counterclaim of a material nature against a Grantor except as to which a Grantor has notified Agent in writing, and(iii) to the best of its knowledge, not subject to any other circumstances that would impair the validity, enforceability, value or amount of such Collateralexcept as to which a Grantor has notified Agent in writing. With respect to its Accounts, except as is specifically disclosed in writing to the Agent, suchAccounts (i) represent bona fide sales of Inventory or rendering of services to Account debtors in the ordinary course of such Grantor’s business and are notevidenced by a judgment, Instrument or Chattel Paper, (ii) are and will be the legal, valid and binding obligation of the Account debtors in respect thereof,representing unsatisfied obligations of such Account debtor and (iii) to the best of such Grantor’s knowledge after due inquiry, are and will be enforceable inaccordance with their terms.In addition to the representations and warranties set forth in the Credit Agreement, the representations and warranties as to the information set forthin Schedules referred to herein are made as to each Grantor (other than Additional Grantors) as of the date hereof and as to each Additional Grantor as of thedate of the applicable Supplement, except that, in the case of a Pledge Supplement, IP Supplement or notice delivered pursuant to Section 5(d) hereof, suchrepresentations and warranties are made as of the date of such supplement or notice. -8-SECTION 5. Further Assurances.(a) Generally. Each Grantor agrees that from time to time, at the expense of Grantors, such Grantor will promptly execute and deliver all furtherinstruments and documents, and take any and all further action, that may be necessary or desirable, or that Agent may reasonably request (at the direction ofthe Required Lenders), in order to perfect and protect any security interest or other Lien granted or purported to be granted hereby or under the DIP Order or toenable Agent to exercise and enforce its rights and remedies hereunder or under applicable law with respect to any Collateral. Without limiting the generality ofthe foregoing, each Grantor will: (i) notify Agent in writing of receipt by such Grantor of any interest in Chattel Paper and at the request of Agent (at thedirection of the Required Lenders), mark conspicuously each item of Chattel Paper and each of its records pertaining to the Collateral, with a legend, in formand substance satisfactory to Agent (at the direction of the Required Lenders), indicating that such Collateral is subject to the security interest granted hereby,(ii) deliver to Agent all promissory notes and other Instruments (other than, unless requested by the Agent as provided below, promissory notes and otherInstruments individually in a principal amount less than $10,000 and in an aggregate principal amount not in excess of $250,000 from time to time), and, atthe request of Agent (at the direction of the Required Lenders), all other promissory notes and instruments and original counterparts of Chattel Paper, dulyendorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Agent (at the direction of theRequired Lenders), (iii) (A) execute (if necessary) and file such financing statements and other filings or continuation statements, or amendments thereto,(B) subject to the terms and conditions set forth in the Credit Agreement, execute and deliver, and cause to be executed and delivered, agreements establishingthat Agent has control of Deposit Accounts (other than Excluded Accounts) to the extent necessary or desirable for perfection, and Investment Property of suchGrantor, (C) deliver such documents, instruments, notices, records and consents, and take such other actions, necessary to establish that Agent has controlover electronic Chattel Paper (other than electronic Chattel Paper the aggregate value or face amount of which does not at any one time exceed $250,000) andLetter-of-Credit Rights (to the extent the Grantors (or any of them) are or become beneficiary of letters of credit, other than letters of credit having a face amountor value of no more than $250,000 in the aggregate) of such Grantor, (D) promptly notify Agent (and in any event within five (5) Business Days) of anyAccount or Chattel Paper arising out of a contract or contracts with the United States of America, Canada or any department, agency, or instrumentalitythereof (other than Accounts and Chattel Paper (x) the aggregate value of which does not at any one time exceed $500,000 or (y) which are based upon purchaseorders which are fully satisfied within sixty (60) days of acceptance of the same by any Grantor) and, subject to Section 31, promptly (and in any eventwithin five (5) Business Days) after request by Agent (at the direction of the Required Lenders), execute any instruments or take any steps reasonably requiredby 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 Secured Parties, andshall provide written notice thereof under the Federal Assignment of Claims Act of 1940 or other applicable law, and (E) deliver such other instruments ornotices, in each case, as may be necessary or desirable, or as Agent may reasonably request (at the direction of the Required Lenders), in order to perfect andpreserve the security interests or other Liens granted or purported to be granted hereby and under the DIP Order, (iv) furnish to Agent from time to timestatements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Agent may reasonablyrequest (at the direction of the Required Lenders), all in reasonable detail, (v) subject to the limitations set forth in the Credit -9-Agreement, at any reasonable time upon request by Agent (at the direction of the Required Lenders), exhibit the Collateral to and allow inspection, examinationand audit of the Collateral by Agent, or persons designated by Agent, (vi) at Agent’s request (at the direction of the Required Lenders) and upon reasonableprior notice, appear in and defend any action or proceeding that may affect such Grantor’s title to or Agent’s security interest in or other Liens on all or anypart of the Collateral, and (vii) use commercially reasonable efforts to obtain any necessary consents of third parties to the creation and perfection of a securityinterest or other Lien in favor of Agent with respect to any Collateral. Each Grantor hereby authorizes Agent to file one or more financing statements or similardocuments or continuation statements, and amendments thereto, relative to all or any part of the Collateral (including any financing statement indicating that itcovers “all assets”, “all present and after-acquired personal property” or “all personal property” of such Grantor) without the signature of any Grantor. EachGrantor hereby waives, to the greatest extent permitted under applicable law, notice or receipt of copies of any such statements or amendments or anyverification statements in respect thereof.(b) Securities Collateral. Without limiting the generality of the foregoing Section 5(a), each Grantor agrees that (i) all certificates or Instrumentsrepresenting or evidencing the Securities Collateral shall be delivered to and held by or on behalf of Agent pursuant hereto and shall be in suitable form fortransfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer orassignments in blank, all in form and substance reasonably satisfactory to Agent (at the direction of the Required Lenders) and (ii) it will, upon obtaining anyadditional Equity Interests or Debt, promptly (and in any event within three (3) Business Days for any such Equity Interests and within five (5) days for anysuch Debt) deliver to Agent a Pledge Supplement, duly executed by such Grantor, in respect of such additional Pledged Equity or Pledged Debt; provided, thatthe failure of any Grantor to execute a Pledge Supplement with respect to any additional Pledged Equity or Pledged Debt shall not impair the security interest ofAgent therein or otherwise adversely affect the rights and remedies of Agent hereunder and under the DIP Order with respect thereto. Upon each suchacquisition, the representations and warranties contained in Section 4(f) hereof shall be deemed to have been made by such Grantor as to such Pledged Equityor Pledged Debt, whether or not such Pledge Supplement is delivered.(c) Intellectual Property Collateral. Within thirty (30) days after the end of each calendar month, each Grantor shall notify Agent in writing ofany rights to Intellectual Property Collateral acquired or created (and any additions of new tradenames or changes to existing tradenames) by such Grantor afterthe date hereof during such month and shall execute and deliver to Agent an IP Supplement, and a Grant for recordation in the applicable IP Filing Office withrespect to each Trademark Registration, Patent or Copyright Registration (or application with respect thereto) filed during such month; provided, the failure ofany Grantor to execute and deliver an IP Supplement or such Grant for recordation with respect to any additional Intellectual Property Collateral shall notimpair the security interest of Agent therein or otherwise adversely affect the rights and remedies of Agent hereunder or under the DIP Order with respect thereto.Upon delivery to Agent of an IP Supplement, Schedules 8, 9 and 10 annexed hereto and Schedule A to each Grant, as applicable, shall be deemed modified toinclude a reference to any right, title or interest in any existing Intellectual Property Collateral or any such Intellectual Property Collateral set forth on ScheduleA to such IP Supplement (and the representations and warranties contained in Section 4(g) hereof shall be deemed to have been made by such Grantor as of theend of such calendar month with respect to which such IP Supplement is delivered). -10-(d) Commercial Tort Claims. Grantors have no Commercial Tort Claims as of the date hereof, except as set forth on Schedule 1 annexed hereto.In the event that a Grantor shall at any time after the date hereof have any Commercial Tort Claims (other than Commercial Tort Claims the amount of whichdoes not exceed $250,000 in the aggregate), such Grantor shall promptly (but in any event within five (5) Business Days) notify Agent thereof in writing,which notice shall (i) set forth in reasonable detail the basis for and nature of such Commercial Tort Claim, (ii) constitute an amendment to this Agreement bywhich such Commercial Tort Claim shall constitute part of the Collateral and (iii) constitute authorization to file any additional financing statementsdescribing such Commercial Tort Claim to give Agent a perfected security interest in such Commercial Tort Claim.SECTION 6. Certain Covenants of Grantors.Each Grantor shall:(a) not use any Collateral, or permit any Collateral to be used, unlawfully or in violation of any provision of this Agreement, the DIP Order or anyapplicable statute, regulation or ordinance or any policy of insurance covering the Collateral;(b) give Agent at least 30 days’ prior written notice of (i) any change in such Grantor’s legal name (including adopting a French or combined formof name), identity or corporate structure and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization ofsuch Grantor;(c) if Agent gives value to enable such Grantor to acquire rights in or the use of any Collateral, use such value for such purposes and inaccordance with the DIP Order;(d) keep correct and accurate Records of Collateral at the locations described in Schedule 3 annexed hereto;(e) subject to the limitations set forth in the Credit Agreement, permit representatives of Agent at any time during normal business hours to inspectand make abstracts from such Records, and each Grantor agrees to render to Agent, at such Grantor’s cost and expense, such clerical and other assistance asmay be reasonably requested with regard thereto;(f) not permit any item of Collateral to become a fixture to real estate or an accession to other personal collateral property unless such real estate orother property is also Collateral hereunder or under another Security Document; and(g) at Agent’s request (at the direction of the Required Lenders), provide Agent with schedules describing all accounts, including customer’saddresses, created or acquired by a Grantor and at Agent’s request shall execute and deliver written assignments of contracts and other documents evidencingsuch accounts to Agent. Together with each schedule, Grantors shall, if requested by Agent (at the direction of the Required Lenders), furnish Agent withcopies of each Grantor’s sales, journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all good sold, andeach Grantor warrants the genuineness thereof. -11-SECTION 7. Special Covenants With Respect to Equipment and Inventory.Each Grantor shall:(a) if any Inventory is in possession or control of any of such Grantor’s agents or processors, upon the occurrence and during the continuation ofan Event of Default at the request of Agent (at the direction of the Required Lenders), instruct such agent or processor to hold all such Inventory for the accountof Agent and subject to the instructions of Agent;(b) if any Inventory is, or becomes, subject to consignment, bill and hold, sale or return, sale on approval, or other conditional terms of sale,promptly file UCC financing statements listing the Grantor owning such Inventory as the “Secured Party” and the consignee of such Inventory as the “Debtor”and properly identifying the Inventory subject to such consignment; provided that the foregoing obligation shall not apply to consignment or similartransactions if the Inventory related thereto is less than $10,000 in value in the aggregate;(c) subject to Article V of the Credit Agreement, cause each mortgagee of real property owned by a Grantor and each landlord of real propertyleased by a Grantor to execute and deliver instruments satisfactory in form and substance to Agent (at the direction of the Required Lenders) by which suchmortgagee or landlord subordinates its rights, if any, in the Collateral and cause to be delivered by each such landlord collateral access agreements in form andsubstance satisfactory to Agent (at the direction of the Required Lenders) relating to all Collateral located from time to time on all such leased premises;(d) promptly upon the issuance and delivery to such Grantor of any negotiable Document (other than checks that are promptly deposited into adeposit account subject to a perfected Lien in favor of the Agent securing the Secured Obligations) evidencing a payment obligation in excess of $10,000 or,with respect to any other negotiable Document, promptly upon Agent’s request (at the direction of the Required Lenders), deliver such Document to Agent; and(e) with respect to Equipment owned at any time by such Grantor that is covered by a certificate of title (other than such Equipment having anaggregate value, for all Grantors, of no more than $200,000), promptly file with the registrar of motor vehicles or other appropriate authority in the applicablejurisdiction an application requesting the notation of the security interest created hereunder on such certificate of title.SECTION 8. Special Covenants with respect to Accounts and Assigned Agreements.(a) Each Grantor shall, for not less than three years from the date on which each Account of such Grantor arose, maintain (i) complete Records ofsuch Account, including records of all payments received, credits granted and merchandise returned, and (ii) all documentation relating thereto. -12-(b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect, at its own expense, all amounts due or to becomedue to such Grantor under the Accounts in accordance with the customary payment terms with respect to such Accounts. In connection with such collections,each Grantor may take (and, upon the occurrence and during the continuance of an Event of Default at Agent’s direction (acting under the direction of theRequired Lenders), shall take) such action as such Grantor or, following an Event of Default, Agent may deem necessary or advisable to enforce collection ofamounts due or to become due under the Accounts in accordance with the customary payment terms with respect to such Accounts; provided, however, thatAgent shall have the right at any time, upon the occurrence and during the continuation of an Event of Default, to (i) notify the account debtors or obligorsunder any Accounts of the assignment of such Accounts to Agent and to direct such account debtors or obligors to make payment of all amounts due or tobecome due to such Grantor thereunder directly to Agent, (ii) notify each Person maintaining a lockbox or similar arrangement to which account debtors orobligors under any Accounts have been directed to make payment to remit all amounts representing collections on checks and other payment items from time totime sent to or deposited in such lockbox or other arrangement directly to Agent, (iii) enforce collection of any such Accounts at the expense of Grantors, and(iv) adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. All amounts andproceeds (including checks and Instruments) received by each Grantor in respect of amounts due to such Grantor in respect of the Accounts or any portionthereof (but in the case of cash, only to the extent received after the occurrence and during the continuance of an Event of Default) shall be received in trust forthe benefit of Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to Agent in the same form asso received (with any necessary endorsement) and, to the extent applicable, in accordance with any applicable terms of the Credit Agreement and the DIP Order.Grantors shall not at any time after the occurrence and during the continuance of an Event of Default, without the written consent of Agent, adjust, settle orcompromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.(c) Each Grantor shall at its expense:(i) if consistent with sound business practices, perform and observe all terms and provisions of the Assigned Agreements to be performed orobserved by it, maintain the Assigned Agreements in full force and effect, enforce the Assigned Agreements in accordance with their terms, and take allsuch action to such end as may be from time to time reasonably requested by Agent (at the direction of the Required Lenders); and(ii) upon request of Agent (at the direction of the Required Lenders), (A) furnish to Agent, promptly upon receipt thereof, copies of all notices,requests and other documents received by such Grantor under or pursuant to the Assigned Agreements and from time to time such information andreports regarding the Assigned Agreements as Agent may reasonably request (at the direction of the Required Lenders) and (B) make to the parties to suchAssigned Agreements such demands and requests for information and reports or for action as such Grantor is entitled to make under the AssignedAgreements. -13-(d) Upon the occurrence and during the continuance of an Event of Default, no Grantor shall (i) cancel or terminate any of the AssignedAgreements or consent to or accept any cancellation or termination thereof; (ii) amend or otherwise modify the Assigned Agreements or give any consent, waiveror approval thereunder; (iii) waive any default under or breach of the Assigned Agreements; (iv) consent to or permit or accept any prepayment of amounts tobecome due under or in connection with the Assigned Agreements, except as expressly provided therein; or (v) take any other action in connection with theAssigned Agreements that could reasonably be expected to materially impair the value of the interest or rights of such Grantor thereunder or that couldreasonably be expected to materially impair the interest or rights of Agent.SECTION 9. Special Covenants With Respect to the Securities Collateral: IRREVOCABLE PROXY.(a) Form of Securities Collateral. Agent shall have the right at any time to exchange certificates or instruments representing or evidencing SecuritiesCollateral for certificates or instruments of smaller or larger denominations. As of the Closing Date, each limited liability company agreement governing thePledged Equity shall expressly provide that such Pledged Equity is a security governed by Article 8 of the UCC (and, in the case of any Grantor that isorganized under the laws of Canada or a province or territory thereof, such Grantor represents and warrants that all interests in partnerships or limited liabilitycompanies are a “security” for the purposes of the STA (if applicable)).(b) Covenants. Each Grantor shall, subject to the terms of the Credit Agreement, (i) not permit any issuer of Pledged Subsidiary Equity to mergeor consolidate unless all the outstanding Equity Interests of the surviving or resulting Person are, upon such merger or consolidation, pledged and becomeCollateral hereunder and no cash, securities or other property is distributed in respect of the outstanding Equity Interests of any other constituent corporation;(ii) cause each issuer of Pledged Subsidiary Equity not to issue Equity Interests in addition to or in substitution for the Pledged Subsidiary Equity issued bysuch issuer, except to such Grantor; (iii) promptly upon its acquisition (directly or indirectly) of any Equity Interests, including additional Equity Interests ineach issuer of Pledged Equity, comply with Section 5(b); (iv) promptly upon issuance of any and all Instruments or other evidences of additional Debt fromtime to time owed to such Grantor by any obligor on the Pledged Debt, comply with Section 5; (v) promptly deliver to Agent all written notices received by itwith respect to the Securities Collateral; (vi) at its expense (A) perform and comply in all material respects with all terms and provisions of any agreementrelated to the Securities Collateral required to be performed or complied with by it, (B) maintain all such agreements in full force and effect and (C) enforce allsuch agreements in accordance with their terms; and (vii) promptly execute and deliver to Agent an agreement providing for control (within the meaning underthe UCC) by Agent of all Security Entitlements, Securities Accounts, Commodity Contracts and Commodity Accounts of such Grantor.(c) Voting and Distributions. So long as no Event of Default shall have occurred and be continuing (or, in the case of pledged ULC Shares,until the ULC Shares are no longer registered in the name of the applicable Grantor) and except as otherwise specified in the Credit Agreement, (i) each Grantorshall be entitled to exercise any and all voting and other -14-consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement, the Credit Agreementor the DIP Order; provided, no Grantor shall exercise any such right, or refrain from exercising any such right, if such exercise, or refrain from exercising,any such right would have a material adverse effect on the value of the Securities Collateral or any part thereof; or on the rights and remedies of Agent or theLenders under the Loan Documents or in respect of the Collateral, and (ii) each Grantor shall be entitled, subject to the Carve-Out and the DIP Order, to receiveand retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral.Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Agent to any Grantor, all rights of suchGrantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease, and all such rights shallthereupon become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) all rights, if any, of suchGrantor to receive the dividends, other distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuanthereto shall cease, and all such rights shall thereupon become vested in Agent who shall thereupon have the sole right to receive and hold as Collateral suchdividends, other distributions, principal and interest payments; and (z) all dividends, principal, interest payments and other distributions which are receivedby such Grantor contrary to the provisions of clause (y) above shall be received in trust for the benefit of Agent, shall be segregated from other funds of suchGrantor and shall forthwith be paid over to Agent as Collateral in the same form as so received (with any necessary endorsements); provided, however, thatsolely 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 otherdistributions on such shares (other than to the extent same consists of certificated Pledged Equity which shall be delivered to Agent to be held in accordancewith the terms hereof) until such shares are effectively transferred in to the name of a person other than such Grantor).In order to permit Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive alldividends and other distributions which it may be entitled to receive hereunder, (I) each Grantor shall promptly execute and deliver (or cause to be executed anddelivered) to Agent all such proxies, dividend payment orders and other instruments as Agent may from time to time reasonably request, which proxies,dividend payment orders and instruments shall be effective, automatically and without the necessity of any action (including any transfer of any PledgedEquity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or Agent thereof), upon theoccurrence of an Event of Default, and (II) without limiting the effect of clause (I) above, EACH GRANTOR HEREBY GRANTS TO AGENT ANIRREVOCABLE PROXY AND IRREVOCABLE POWER OF ATTORNEY (WHICH POWER OF ATTORNEY IS COUPLED WITH ANINTEREST) to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would beentitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting atsuch meetings), which proxy and power of attorney shall be effective, automatically and without the necessity of any action (including any transfer of anyPledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or Agent thereof), uponthe occurrence of an Event of Default (except with respect to the ULC Shares) and which proxy and power of attorney shall only terminate upon the waiver ofsuch Event of Default as evidenced by a writing executed by Agent and any other Person required by the terms of the Loan Documents, or on the TerminationDate. -15-(d) 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 theintention of Agent and each Grantor that neither Agent nor any Secured Party 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 contrarycontained in this Agreement, the Credit Agreement or any other Loan Document, where a Grantor is the registered and beneficial owner of ULC Shares whichare 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 areeffectively transferred into the name of the Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly,each Grantor shall be entitled, subject to the Carve-Out and the DIP Order, to receive and retain for its own account any dividend on or other distribution, ifany, in respect of such ULC Shares (except for any dividend or distribution comprised of any certificates representing the Pledged Equity of such Grantor,which shall be delivered to Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies ofthe 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, theCredit 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 Secured Party, or any other Person other than the applicable Grantor, a member or shareholder of a ULC for the purposes of any ULCLaws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Grantor and further steps are taken pursuant hereto orthereto so as to register the Agent, any Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent anyprovision hereof or the Credit Agreement or any other Loan Document would have the effect of constituting Agent or any Secured Party, as applicable, amember or shareholder of any ULC prior to such time, such provision shall be severed herefrom or therefrom and shall be ineffective with respect to ULCShares which are Collateral of any Grantor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceablesuch 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 orotherwise dispose of ULC Shares in accordance with this Agreement, the Credit Agreement or the other Loan Documents, each Grantor shall not cause orpermit, or enable a Grantor that is a ULC to cause or permit, Agent or any Secured Party to: (a) be registered as a shareholder or member of such ULC;(b) have any notation entered in their favour in the share register of such Grantor; (c) be held out as shareholders or members of such Grantor; (d) receive,directly or indirectly, any dividends, property or other distributions from such Grantor by reason of Agent holding the Security Interests over the ULCShares; or (e) act as a shareholder or member of such Grantor, or exercise any rights of a shareholder or member including the right to attend a meeting ofshareholders or members of such Grantor or to vote its ULC Shares. -16-SECTION 10. Special Covenants With Respect to the Intellectual Property Collateral.(a) Each Grantor shall:(i) not permit the inclusion in any contract to which it hereafter becomes a party of any provision that could or might in any way impair orprevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions ofany Intellectual Property Collateral acquired under such contracts;(ii) take any and all reasonable steps to protect the secrecy of all trade secrets relating to the products and services sold or delivered under orin connection with the Intellectual Property Collateral, including, without limitation, where appropriate entering into confidentiality agreements withemployees and labeling and restricting access to secret information and documents;(iii) use proper statutory notice in connection with its use of any of the Intellectual Property Collateral and products and services covered bythe Intellectual Property Collateral (in the case of Intellectual Property Collateral that is acquired after the Closing Date, within a commercially reasonableperiod, but in any event within no more than 45 days after such Intellectual Property Collateral is acquired); and(iv) use a commercially appropriate standard of quality (which may be consistent with such Grantor’s past practices) in the manufacture,sale and delivery of products and services sold or delivered under or in connection with the Trademarks.(b) Except as otherwise provided in this Section 10, each Grantor shall continue to collect, at its own expense, all amounts due or to become due tosuch Grantor in respect of the Intellectual Property Collateral or any portion thereof in accordance with customary applicable payment terms. In connectionwith such collections, each Grantor may take (and, after the occurrence and during the continuance of any Event of Default at Agent’s reasonable direction(acting under the direction of the Required Lenders), shall take) such action as such Grantor or Agent may deem reasonably necessary or advisable to enforcecollection of such amounts in accordance with customary applicable payment terms; provided, Agent shall have the right at any time, upon the occurrence andduring the continuation of an Event of Default, to notify the obligors with respect to any such amounts of the existence of the security interest created herebyand to direct such obligors to make payment of all such amounts directly to Agent, and, upon such notification and at the expense of such Grantor, to enforcecollection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantormight have done. All amounts and proceeds (including checks and Instruments) received by each Grantor in respect of amounts due to such Grantor in respectof the Intellectual Property Collateral or any portion thereof (but in the case of cash, only to the extent received after the occurrence and during the continuanceof an Event of Default) shall be received in trust for the benefit of Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwithpaid over or delivered to Agent in the same form as so received (with any necessary endorsement), in accordance, where applicable, with the terms of the CreditAgreement and the DIP Order. Grantors shall not at any time after the occurrence and during the continuance of an Event of Default, without the writtenconsent of Agent, adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allowany credit or discount thereon. -17-(c) Each Grantor shall diligently, through counsel reasonably acceptable to Agent (at the direction of the Required Lenders), prosecute, file and/ormake, unless and until such Grantor, in its commercially reasonable judgment, decides otherwise, (i) any application for registration relating to any of theIntellectual Property Collateral owned, held or used by such Grantor and set forth on Schedules 8, 9 or 10 annexed hereto, as applicable, that is pending as ofthe date of this Agreement, (ii) any Copyright Registration on any existing or future unregistered but copyrightable works (except for works of nominalcommercial value or with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not seekregistration), (iii) any application on any future patentable but unpatented innovation or invention comprising Intellectual Property Collateral (except forinventions of nominal commercial value with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that itshall not seek a patent), and (iv) any Trademark opposition and cancellation proceedings, renew Trademark Registrations and Copyright Registrations and doany and all acts which are necessary or desirable to preserve and maintain all rights in all Intellectual Property Collateral (except for Intellectual Property ofnominal commercial value with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not maintainsuch proceeding or seek such protection). Any expenses incurred in connection therewith shall be borne solely by Grantors. Subject to the foregoing, eachGrantor shall give Agent prior written notice of any abandonment of any Intellectual Property Collateral (except for Intellectual Property of nominal commercialvalue with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not maintain such proceeding orseek such protection).(d) Except as provided herein, each Grantor shall have the right to commence and prosecute in its own name, as real party in interest, for its ownbenefit and at its own expense, such suits, proceedings or other actions for infringement, unfair competition, dilution, misappropriation or other damage, orreexamination or reissue proceedings as are necessary to protect the Intellectual Property Collateral. Each Grantor shall promptly, following its becoming awarethereof, notify Agent of the institution of, or of any adverse determination in, any proceeding (whether in an IP Filing Office or any federal, state, provincial,local or foreign court) or regarding such Grantor’s ownership, right to use, or interest in any Intellectual Property Collateral. Each Grantor shall provide toAgent any information with respect thereto reasonably requested by Agent (at the direction of the Required Lenders).(e) In addition to, and not by way of limitation of, the granting of a security interest in the Collateral pursuant hereto, each Grantor, effective uponthe occurrence and during the continuance of an Event of Default, hereby assigns, transfers and conveys to Agent the nonexclusive right and license to use allTrademarks, Copyrights, Patents or technical processes (including, without limitation, the Intellectual Property Collateral) owned or used by such Grantorthat relate to the Collateral, together with any goodwill associated therewith, all to the extent necessary to enable Agent to realize on the Collateral in accordancewith this Agreement and to enable any transferee or assignee of the Collateral to enjoy the benefits of the Collateral. This right shall inure to the benefit of allsuccessors, assigns and transferees of Agent and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment,transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and license shall be granted free of charge, without requirement that any monetarypayment whatsoever be made to such Grantor. -18-SECTION 11. Collateral Account.[Reserved]SECTION 12. Agent Appointed Attorney-in-Fact.Each Grantor hereby irrevocably appoints Agent as such Grantor’s attorney-in-fact, which appointment is coupled with an interest, with fullauthority in the place and stead of such Grantor and in the name of such Grantor, Agent or otherwise, from time to time in Agent’s discretion (at the directionof the Required Lenders and subject however to compliance with applicable law) to take any action and to execute any instrument that Agent may deemnecessary or advisable (at the direction of the Required Lenders) to accomplish the purposes of this Agreement to the extent any such action is not inconsistentwith the DIP Order or the Credit Agreement and without application to or order of the Bankruptcy Court, including, without limitation:(a) to obtain and adjust insurance required to be maintained by such Grantor or paid to Agent pursuant to the Credit Agreement;(b) to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under orin respect of any of the Collateral;(c) to receive, endorse and collect any drafts or other Instruments, Documents, Chattel Paper and other documents in connection with clauses(a) and (b) above;(d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of theCollateral or otherwise to enforce or protect the rights of Agent with respect to any of the Collateral;(e) to pay or discharge taxes or Liens (other than taxes not required to be discharged pursuant to the Credit Agreement and Liens permitted underthis Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary todischarge the same to be determined by Agent (at the direction of the Required Lenders in their sole discretion), any such payments made by Agent to becomeobligations of such Grantor to Agent, due and payable immediately without demand;(f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments,verifications and notices in connection with Accounts and other documents relating to the Collateral; and(g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely asthough Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Grantors’ expense, at any time or from time to time, all actsand things that Agent deems necessary to protect, preserve or realize upon the Collateral and Agent’s security interest therein in order to effect the intent of thisAgreement, all as fully and effectively as such Grantor might do. -19-Without limiting the generality of any other provision of this Agreement, Agent agrees that, except for the powers granted pursuant to clause(e) above, it will not exercise any power or authority granted pursuant to this Section 12 unless an Event of Default has occurred and is continuing.SECTION 13. Agent May Perform.If any Grantor fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and theexpenses of Agent incurred in connection therewith shall be payable by Grantors under Section 18(b).SECTION 14. Standard of Care.The powers conferred on Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise anysuch powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by ithereunder, 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 rightspertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if suchCollateral is accorded treatment substantially equal to that which Agent accords its own property.SECTION 15. Remedies.(a) Generally. If any Event of Default shall have occurred and be continuing (subject solely in the case of ULC Shares to Section 9(d)), Agentmay, to the extent any such action is not inconsistent with the DIP Order or the Credit Agreement and without application to or order of the Bankruptcy Court,exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of aSecured Party on default under the UCC (whether or not the UCC applies to the affected Collateral) and the PPSA, and also may (i) require each Grantor to,and each Grantor hereby agrees that it will, at its expense and upon request of Agent forthwith (acting under the direction of the Required Lenders), assembleall or part of the Collateral as directed by Agent (acting under the direction of the Required Lenders) and make it available to Agent at a place to be designatedby Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or withoutjudicial process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral fordisposition in any manner to the extent Agent deems appropriate (at the direction of the Required Lenders), (iv) take possession of any Grantor’s premises orplace custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor’s equipment for the purpose of completingany work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, (v) without notice except as specifiedbelow, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit or forfuture delivery, at such time or times and at such price or prices and upon such other terms as Agent may deem commercially reasonable (at the direction of theRequired Lenders), (vi) exercise dominion and control over and refuse to permit further withdrawals from any Deposit -20-Account maintained with Agent or any Lender and provide instructions directing the disposition of funds in Deposit Accounts not maintained with Agent orany Lender, (vii) provide entitlement orders with respect to security entitlements and other investment property constituting a part of the Collateral and, withoutnotice to any Grantor, transfer to or register in the name of Agent or any of its nominees any or all of the Securities Collateral and (viii) appoint by instrumentin writing a receiver, receiver-manager, manager or receiver and manager (each a “Receiver”) for the Collateral of each Grantor and with such rights, powersand authority as may be provided for in such instrument of appointment or any supplemental instrument. To the extent permitted by applicable law and theDIP Order, any Receiver appointed by the Agent shall (for the purposes relating to responsibility for the Receiver’s acts or omissions) be considered to be theagent of such Grantor. The Agent may from time to time fix the Receiver’s remuneration and such Grantor shall pay the amount of such remuneration to theAgent. The Agent shall not be liable to any Grantor or any other person in connection with appointing a Receiver or in connection with the Receiver’s actions oromissions. Agent or any Secured Party may be the purchaser of any or all of the Collateral at any such sale and Agent, as agent for and representative ofSecured Parties (but not a Secured Party in its individual capacity unless Requisite Lenders shall otherwise agree in writing), shall be entitled, for the purposeof bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply anyof the Obligations as a credit on account of the purchase price for any Collateral payable by Agent at such sale. Each purchaser at any such sale shall hold theproperty sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) allrights of redemption, valuation, extension, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute nowexisting or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of thetime and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Agent shall not be obligated tomake any sale of Collateral regardless of notice of sale having been given. Notwithstanding the foregoing sentence (but subject to the terms of the DIP Order),if, under mandatory requirements of law, the Agent shall be required to make disposition of the Collateral within a period of time which does not permit thegiving of notice to the applicable Grantor as specified in the foregoing sentence, the Agent need give the applicable Grantor only such notice of disposition asshall be reasonably practicable. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, andsuch sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against Agentarising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have beenobtained at a public sale, even if Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale orother disposition of the Collateral are insufficient to pay all the Obligations, Grantors shall be jointly and severally liable for the deficiency and the fees of anyattorneys employed by Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section 15 willcause irreparable injury to Agent, that Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenantcontained in this Section shall be specifically enforceable against such Grantor, and each Grantor hereby waives and agrees not to assert any defenses againstan action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Obligations -21-becoming due and payable prior to their stated maturities. Each Grantor agrees not to assert against Agent or any other Secured Party as a defense (legal orequitable) as a set-off, as a counterclaim or otherwise, any claims any Grantor may have against any seller or lessor that provided personal property orservices relating to any part of the Collateral or against any other party liable to any Secured Party for all or any part of the Secured Obligations. Each Grantorwaives all exemptions and homestead rights with respect to the Collateral. Each Grantor waives any and all rights to any bond or security which might berequired by applicable law prior to the exercise of any Agent’s or other Secured Party’s remedies against Collateral. All rights of Agent and the other SecuredParties or otherwise arising from the security interests hereunder, and all obligations of the Grantors hereunder or under the other Loan Documents shall beabsolute and unconditional, not discharged or impaired irrespective of (and regardless of whether any Grantor receives any notice of): (i) any lack of validityor enforceability of any other Loan Document, (ii) any change in the time, manner or place of payment or performance, or in any term, of all or any of theSecured Obligations or the Loan Documents or any other amendment or waiver or consent to any departure from any Loan Document, and any increase ordecrease from time to time in the amount of, and any payment and new incurrence from time to time of, the Secured Obligations or (iii) any exchange,insufficiency, unenforceability, enforcement, release, impairment, or non-perfection of any Collateral, or any release of or modifications to or otherinsufficiency, unenforceability or enforcement of the obligations of any obligor.(b) Securities Collateral.(i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Agentmay be compelled, with respect to any sale of all or any part of the Securities Collateral conducted without prior registration or qualification of suchSecurities Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquirethe Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges thatany such private placement may be at prices and on terms less favorable than those obtainable through a sale without such restrictions (including anoffering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and the registration rights grantedto Agent by such Grantor pursuant hereto, each Grantor agrees that any such private placement shall not be deemed, in and of itself, to be commerciallyunreasonable solely because it is a private placement and that Agent shall have no obligation to delay the sale of any Securities Collateral for the period oftime necessary to permit the issuer thereof to register it for a form of sale requiring registration under the Securities Act or under applicable state securitieslaws, even if such issuer would, or should, agree to so register it. If Agent determines to exercise its right to sell any or all of the Securities Collateral,upon written request, each Grantor shall and shall cause each issuer of any Securities Collateral to be sold hereunder from time to time to furnish toAgent all such information as Agent may request in order to determine the amount of Securities Collateral which may be sold by Agent in exempttransactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time totime in effect. -22-(ii) If Agent shall determine to exercise its right to sell all or any of the Securities Collateral pursuant to this Section, each Grantor agreesthat, upon request of Agent (at the direction of the Required Lenders in their sole discretion) and subject to applicable securities laws, such Grantor will,at its own expense (A) execute and deliver, and cause or, to the extent such issuer is not a Subsidiary of such Grantor, use its best efforts to cause, eachissuer of the Securities Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments anddocuments, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Agent, advisable to register suchSecurities Collateral under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remaineffective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the relatedprospectus which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules andregulations of the Securities and Exchange Commission applicable thereto; (B) use its best efforts to qualify the Securities Collateral under all applicablestate securities or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Securities Collateral, as reasonably requestedby Agent (at the direction of the Required Lenders); (C) cause each such issuer to make available to its security holders, as soon as practicable, anearnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other acts and things asmay be necessary to make such sale of the Securities Collateral or any part thereof valid and binding and in compliance with applicable law; and(E) bear all costs and expenses, including reasonable attorneys’ fees, of carrying out its obligations under this Section. Prior to a realization and re-registration contemplated by Section 9(d), the foregoing provisions shall not apply to ULC Shares.(iii) Without limiting the generality of the indemnification and expense reimbursement provisions of the Credit Agreement, in the event ofany registered offering described herein, each Grantor agrees to indemnify and hold harmless Agent, and each Secured Party and each of their respectivedirectors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any suchPersons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs,expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statementor alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such documentpublished or filed in connection with such registered offering, or any amendment or supplement thereto, or arise out of or are based upon the omission oralleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and willreimburse Agent and such other Persons for any legal or other expenses reasonably incurred by Agent and such other Persons in connection with anylitigation, of any nature whatsoever, commenced or threatened in respect thereof (including any and all fees, costs and expenses whatsoever reasonablyincurred by Agent and such other Persons and counsel for Agent and other such Persons in investigating, preparing for, defending against or providingevidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). Thisindemnity shall be in addition to any liability which any Grantor may otherwise have and shall extend upon the same terms and conditions to eachPerson, if any, that controls Agent or such Persons within the meaning of the Securities Act. -23-(c) Collateral Account.[Reserved]SECTION 16. Additional Remedies for Intellectual Property Collateral.(a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Agentshall have the right (but not the obligation) to bring suit, in the name of any Grantor, Agent or otherwise, to enforce any Intellectual Property Collateral, inwhich event each Grantor shall, at the request of Agent (at the direction of the Required Lenders), do any and all lawful acts and execute any and all documentsrequired by Agent in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Agent as provided in theindemnification and expense reimbursement provisions of the Credit Agreement and Section 18 hereof, as applicable, in connection with the exercise of itsrights under this Section 16, and, to the extent that Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section,each Grantor agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any of the IntellectualProperty Collateral by others, subject to the exercise of commercially reasonable judgment in whether and how to maintain any action, suit or proceedingagainst any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Agent (acting under the direction of theRequired Lenders), each Grantor shall execute and deliver to Agent an assignment or assignments of the Intellectual Property Collateral and such otherdocuments as are necessary or appropriate to carry out the intent and purposes of this Agreement; and each Grantor agrees that such an assignment and/orrecording shall be applied to reduce the Secured Obligations outstanding only to the extent that Agent (or any Secured Party) receives cash proceeds or othervalue in respect of the sale of, or other realization upon, the Intellectual Property Collateral.(b) If (i) an Event of Default shall have occurred and, by reason of waiver, modification, amendment or otherwise, shall no longer be continuing,(ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment to Agent of any rights, title and interests in and to the IntellectualProperty Collateral shall have been previously made, and (iv) the Secured Obligations shall not have become immediately due and payable, then upon thewritten request of any Grantor, Agent shall promptly execute and deliver to such Grantor such assignments as may be necessary to reassign to such Grantorany such rights, title and interests as may have been assigned to Agent as aforesaid, subject to any disposition thereof that may have been made by Agent;provided, after giving effect to such reassignment, Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of Agent grantedhereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of all Liens otherthan Liens (if any) encumbering such rights, title and interest at the time of their assignment to Agent and Permitted Liens. -24-SECTION 17. Application of Proceeds.Upon the occurrence and during the continuation of an Event of Default, if so determined by Agent (at the direction of the Required Lenders intheir sole discretion), or upon any Application Event or acceleration of the Obligations pursuant to Article VII of the Credit Agreement, Agent shall apply theproceeds of any collection, sale, foreclosure or other realization upon any Collateral (as determined by Agent (acting under the direction of the Required Lendersin their sole discretion)) and the proceeds of any insurance policy in respect of any Collateral in the order of application set forth in Article II of the CreditAgreement.SECTION 18. Indemnity and Expenses.(a) Grantors jointly and severally agree to indemnify Agent and each Secured Party and their respective Affiliates, directors, officers, employees,counsel, trustees, advisors, agents and attorneys-in-fact in accordance with Section 10.5 of the Credit Agreement.(b) Grantors jointly and severally agree to pay to Agent and each Secured Party upon demand the amount of any and all costs and expenses inaccordance with Section 10.4 and Section 10.5 of the Credit Agreement.(c) The obligations of Grantors in this Section 18 shall survive the termination of this Agreement and the discharge of Grantors’ other obligations,including the obligations under this Agreement, the Credit Agreement and the other Loan Documents.SECTION 19. Continuing Security Interest; Transfer of Loans; Termination and Release.(a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the TerminationDate, (ii) be binding upon Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of Agent hereunder, to thebenefit of Agent and its successors, transferees and assigns.(b) On the Termination Date, the security interest granted hereby shall terminate and all rights to the Collateral not theretofore sold or otherwisedisposed of pursuant to the exercise of rights and remedies of the Agent hereunder or as otherwise contemplated hereby shall revert to the applicable Grantors.Upon any such termination Agent will, at Grantors’ expense, execute and deliver to or at the direction of Grantors such documents as Grantors shallreasonably request to evidence such termination. In addition, upon the proposed sale or other disposition of any Collateral by Grantor in accordance with theCredit Agreement and the DIP Order for which such Grantor desires a security interest release from Agent, such a release may be obtained pursuant to theprovisions of the Credit Agreement.SECTION 20. U.S. Bank National Association, as Agent.(a) U.S. Bank National Association has been appointed to act as Agent hereunder by Lenders. Agent shall be obligated, and shall have the righthereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including,without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. -25-(b) Until the payment in full of all Obligations under the Loan Documents and the termination of the Commitments, Agent shall at all times be thesame Person that is Collateral Agent under the Credit Agreement. Notice of resignation by Collateral Agent pursuant to the Credit Agreement shall also constitutenotice of resignation as Agent under this Agreement; and appointment of a successor Collateral Agent pursuant to the Credit Agreement shall also constituteappointment of a successor Agent under this Agreement. Upon the acceptance of any appointment as Collateral Agent under the Credit Agreement by asuccessor Collateral Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiringAgent under this Agreement, and the retiring Agent under this Agreement shall promptly (i) transfer to such successor Agent all sums, securities and otheritems of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties ofthe successor Agent under this Agreement, and (ii) execute (if necessary) and deliver to such successor Agent such amendments to financing statements, andtake such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the security interests createdhereunder, whereupon such retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignationhereunder as Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while itwas Agent hereunder.SECTION 21. Additional Grantors.From time to time subsequent to the date hereof, additional Persons may become Additional Grantors, by executing a Supplement. Upon deliveryof any such Supplement to Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully aparty hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not beaffected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Agent not to cause any Person to become an AdditionalGrantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomesor fails to become or ceases to be a Grantor hereunder from time to time.SECTION 22. Amendments; Etc.No amendment, modification, termination or waiver of any provision of this Agreement, and no consent to any departure by any Grantortherefrom, shall in any event be effective unless the same shall be in writing and signed by Agent and, in the case of any such amendment or modification, byGrantors; provided that notwithstanding the foregoing, this Agreement may be modified by the execution of a Supplement by an Additional Grantor inaccordance with Section 21 hereof without signature or any other act by any other Grantor and Grantors hereby waive any requirement of notice of or consentto any such Supplement. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. -26-SECTION 23. Notices.Any notice or other communication herein required or permitted to be given shall be given as provided in Section 10.3 of the Credit Agreement.SECTION 24. Failure or Indulgence Not Waiver; Remedies Cumulative.No failure or delay on the part of Agent in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or beconstrued to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude any otheror further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusiveof, any rights or remedies otherwise available.SECTION 25. Severability.In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality andenforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected orimpaired thereby.SECTION 26. Headings.Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of thisAgreement for any other purpose or be given any substantive effect.SECTION 27. Governing Law; Rules of Construction(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, except (i) to the extent the law ofany other jurisdiction applies as to the perfection or enforcement of the any security interest in any Collateral (if and to the extent collateral security is grantedwith respect to the Obligations) and (ii) to the extent applicable, the Bankruptcy Code.(b) Agent and each Grantor hereby irrevocably submits to the exclusive jurisdiction and venue of the Bankruptcy Court and any state or federalcourt of the United States sitting in the State of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to thisAgreement or any of the other Loan Documents, and Agent and each Grantor hereby irrevocably agrees that all claims in respect of such action or proceedingmay be heard and determined in such state or federal court. Agent and each Grantor hereby irrevocably waives, to the fullest extent they may effectively do so,the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Grantor agrees that a final judgment in any such action orproceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 27(b) shall affectthe right of Agent to serve legal process in any other manner permitted by law or affect the right of Agent to bring any action or proceeding against any Grantoror the property of any Grantor (including the Collateral) in the courts of other jurisdictions. -27-(c) The rules of construction set forth in Section 1.1 of the Credit Agreement shall be applicable to this Agreement mutatis mutandis.SECTION 28. Waiver of Jury Trial.AGENT AND EACH GRANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INSTRUMENT ORDOCUMENT DELIVERED THEREUNDER.SECTION 29. Counterparts; Execution.This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may bedetached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.Delivery of an executed signature page by facsimile, PDF or other electronic format shall be as effective as delivery of a manually executed original signaturepage, and each party hereto delivering an executed signature page hereto in electronic format agrees to deliver to each other party hereto, on request, a manuallyexecuted signature page, but the failure to deliver such manually executed signature page shall not affect the validity, effectiveness or enforceability of thesignature page delivered electronically, which shall be effective for all purposes.SECTION 30. WAIVER OF CLAIMS.EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE GRANTORS HEREBY WAIVE, TO THE EXTENT PERMITTEDBY APPLICABLE LAW AND THE DIP ORDER, AS APPLICABLE:(a) EXCEPT AS OTHERWISE PROVIDED IN THE DIP ORDER, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THEAGENT’S TAKING POSSESSION OR THE AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING WITHOUT LIMITATION,ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THEBORROWERS OR ANY GUARANTOR WOULD OTHERWISE HAVE UNDER ANY REQUIREMENT OF LAW;(b) ALL DAMAGES OCCASIONED BY SUCH TAKING OF POSSESSION EXCEPT ANY DAMAGES WHICH ARE THE DIRECTRESULT OF THE AGENT’S OR ANY LENDER’S BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;(c) ALL OTHER REQUIREMENTS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECTTO THE ENFORCEMENT OF THE AGENT’S RIGHTS HEREUNDER; AND -28-(d) ALL RIGHTS OF REDEMPTION, APPRAISEMENT, STAY, EXTENSION OR MORATORIUM NOW OR HEREAFTER IN FORCEUNDER ANY APPLICABLE LAW IN ORDER TO PREVENT OR DELAY THE ENFORCEMENT OF THIS AGREEMENT OR THE ABSOLUTESALE OF THE COLLATERAL OR ANY PORTION THEREOF, AND EACH GRANTOR, FOR ITSELF AND ALL WHO MAY CLAIM UNDER IT,INSOFAR AS IT OR THEY NOW OR HEREAFTER LAWFULLY MAY, HEREBY WAIVES THE BENEFIT OF ALL SUCH LAWS.SECTION 31. Payment of Obligations.Except in accordance with the Bankruptcy Code or by an applicable order of the Bankruptcy Court, each Grantor will pay, discharge orotherwise satisfy at or before maturity or before they become delinquent, as the case may be, (i) all its post-petition material taxes and other material obligationsof whatever nature that constitute administrative expenses under Section 503(b) of the Bankruptcy Code in the Chapter 11 Cases, except, so long as nomaterial property (other than money for such obligation and the interest or penalty accruing thereon) of any Grantor is in danger of being lost or forfeited as aresult thereof, no such obligation need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings and anyrequired reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Grantor and (ii) all material obligations arisingfrom contractual obligations entered into after the Petition Date or from contractual obligations entered into prior to the Petition Date and assumed and which arepermitted to be paid post-petition by order of the Bankruptcy Court that has been entered with the consent of (or non-objection by) the Agent.SECTION 32. Remedies Cumulative.Each and every right, power and remedy hereby specifically given to the Agent and the Lenders shall be in addition to every other right, power andremedy specifically given under this Agreement, the DIP Order or the other Loan Documents or now or hereafter existing at law or in equity, or by statute andeach and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously and asoften and in such order as may be deemed expedient by the Agent or any Lender. All such rights, powers and remedies shall be cumulative and the exercise orthe beginning of exercise of one shall not be deemed a waiver of the right to exercise of any other or others. No delay or omission of the Agent or any Lender inthe exercise of any such right, power or remedy and no renewal or extension of any of the Obligations shall impair any such right, power or remedy or shall beconstrued to be a waiver of any Default or an acquiescence therein. In the event that the Agent shall bring any suit to enforce any of its rights hereunder andshall be entitled to judgment, then in such suit the Agent may recover reasonable expenses, including reasonable attorneys’ fees, and the amounts thereof shallbe included in such judgment.SECTION 33. Judgment Currency.If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any of the Loan Documents, itbecomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this -29-Agreement or any of the Loan Documents in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at theexchange rate as determined by Agent, in its sole discretion, prevailing on the Business Day before the day on which judgment is given. In the event that thereis a change in the exchange rate prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the SecuredParties of the amount due, the Obligors will, on the date of receipt by the Secured Parties, pay such additional amounts, if any, or be entitled to receivereimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Secured Parties on such date is the amount in theJudgment Currency which when converted at the exchange rate prevailing on the date of receipt by the Secured Parties is the amount then due under thisAgreement or any of the Loan Documents in the Currency Due. If the amount of the Currency Due which the Secured Parties are able to purchase is less thanthe amount of the Currency Due originally due to it, the Obligors shall indemnify and save the Secured Parties harmless from and against loss or damagearising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligationscontained in this Agreement and the Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgencegranted by the Secured Parties from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum inrespect of an amount due under this Agreement, or any of the Loan Documents, or under any judgment or order.SECTION 34. Discontinuance of Proceedings.In case the Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry orotherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Agent, then and inevery such case, but subject to such determination, the Borrowers, the other Grantors, the Agent and each holder of any of the Obligations shall be restored totheir former positions and rights hereunder with respect to the Collateral subject to the Liens granted under this Agreement and the DIP Order, as applicable,and all rights, remedies and powers of the Agent and the Lenders shall continue as if no such proceeding had been instituted.SECTION 35. Inconsistency.In the event of any inconsistency between the provisions of this Agreement or any other Loan Document and the DIP Order, the provisions of theDIP Order shall govern.SECTION 36. Definitions.(a) Each capitalized term utilized in this Agreement that is not defined herein shall (i) have the meaning given to such term in the Credit Agreementor (ii) if such term is not defined in the Credit Agreement, shall have the meaning set forth in Articles 1, 8 or 9 of the UCC. -30-(b) In addition, the following terms used in this Agreement shall have the following meanings:“Additional Grantor” means a Person that becomes a party hereto after the date hereof as an additional Grantor by executing a Supplement.“Assigned Agreements” means, with respect to any Grantor, the agreements set forth on Schedule 15 annexed hereto, as each such agreement maybe amended, restated, supplemented or otherwise modified from time to time, including, without limitation, (a) all rights of such Grantor to receive moneysdue or to become due under or pursuant to the Assigned Agreements, (b) all rights of such Grantor to receive proceeds of any Supporting Obligations withrespect to the Assigned Agreements, (c) all claims of such Grantor for damages arising out of any breach of or default under the Assigned Agreements, and(d) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder andto compel performance and otherwise exercise all remedies thereunder.“Collateral” has the meaning set forth in Section 1 hereof.“CFC” means a controlled foreign corporation (as that term is defined in the IR Code).“Copyright Registrations” means all copyright registrations issued to any Grantor and applications for copyright registration that have been ormay hereafter be issued or applied for thereon in the United States and any state thereof and in foreign countries (including, without limitation, the registrationsset forth on Schedule 10 annexed hereto, as the same may be amended pursuant hereto from time to time).“Copyright Rights” means all common law and other rights in and to the Copyrights in the United States and any state thereof, in Canada and inforeign countries including all copyright licenses (but with respect to such copyright licenses, only to the extent permitted by such licensing arrangements), theright (but not the obligation) to renew and extend Copyright Registrations and any such rights and to register works protectable by copyright and the right (butnot the obligation) to sue in the name of any Grantor or in the name of Agent or any other Secured Party for past, present and future infringements of theCopyrights and any such rights.“Copyrights” means all items under copyright in various published and unpublished works of authorship including, without limitation,computer programs, computer data bases, other computer software layouts, trade dress, drawings, designs, writings, and formulas (including, withoutlimitation, the works set forth on Schedule 10 annexed hereto, as the same may be amended pursuant hereto from time to time).“Credit Agreement” has the meaning set forth in the Preliminary Statements of this Agreement.“Default” means any Default as defined in the Credit Agreement.“Event of Default” means any Event of Default as defined in the Credit Agreement.“Excluded Accounts” means Deposit Accounts (i) containing solely Excluded Amounts or (ii) specially and exclusively used for payroll, payrolltaxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees. -31-“Excluded Amounts” means (i) an aggregate amount of not more than $100,000 at any one time, credited to the Grantors and their Subsidiaries(other than those Subsidiaries that are CFCs), (ii) an aggregate amount of not more than $100,000 (calculated at current exchange rates) at any one time,credited to Subsidiaries of Grantors that are CFCs and (iii) any Permitted LC Collateral.“General Intangibles” means General Intangibles (as that term is defined in the UCC) and Intangibles (as that term is defined in the PPSA).“Grant” means a Grant of Trademark Security Interest, substantially in the form of Exhibit I annexed hereto, and a Grant of Patent SecurityInterest, substantially in the form of Exhibit II annexed hereto, and a Grant of Copyright Security Interest, substantially in the form of Exhibit III annexedhereto.“Intellectual Property Collateral” means, with respect to any Grantor all right, title and interest (including rights acquired pursuant to a license orotherwise but only to the extent permitted by agreements governing such license or other use) in and to all:(c) Copyrights, Copyright Registrations and Copyright Rights, including, without limitation, each of the Copyrights, rights, titles andinterests in and to the Copyrights, all derivative works and other works protectable by copyright, which are presently, or in the future may be, owned, created(as a work for hire for the benefit of such Grantor), authored (as a work for hire for the benefit of such Grantor), or acquired by such Grantor, in whole or inpart, and all Copyright Rights with respect thereto and all Copyright Registrations therefor, heretofore or hereafter granted or applied for, and all renewals andextensions thereof, throughout the world;(d) Patents;(e) Trademarks, Trademark Registrations, the Trademark Rights and goodwill of such Grantor’s business symbolized by theTrademarks and associated therewith;(f) all trade secrets, trade secret rights, know-how, customer lists, processes of production, ideas, confidential business information,techniques, processes, formulas, and all other proprietary information; and(g) all proceeds thereof (such as, by way of example and not by limitation, license royalties and proceeds of infringement suits).“IP Filing Office” means the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual PropertyOffice or any successor or substitute office in which filings are necessary or, in the opinion of Agent, desirable in order to create or perfect Liens on, orevidence the interest of Agent and Secured Parties in, any Intellectual Property Collateral.“IP Supplement” means an IP Supplement, substantially in the form of Exhibit V annexed hereto. -32-“Patents” means all patents and patent applications and rights, title and interests in patents and patent applications under any domestic or foreignlaw (including, without limitation, the patents and patent applications set forth on Schedule 9 annexed hereto), all rights (but not obligations) correspondingthereto to sue for past, present and future infringements and all re-issues, divisions, continuations, renewals, extensions and continuations-in-part thereof.“Pledged Debt” means the Debt from time to time owed to a Grantor, including the Debt set forth on Schedule 7 annexed hereto and issued by theobligors named therein, the agreements, Instruments and certificates evidencing such Debt or any guarantee, security or other credit support or SupportingObligations therefor, and all interest, fees, cash or other property received, receivable or otherwise distributed in respect thereof or in exchange therefor.“Pledged Equity” means all Equity Interests now or hereafter owned by a Grantor, including all securities convertible into, and rights, warrants,options and other rights to purchase or otherwise acquire, any of the foregoing, including those owned on the date hereof and set forth on Schedule 6 annexedhereto, the certificates or other instruments representing any of the foregoing and any interest of such Grantor in the entries on the books of any securitiesintermediary pertaining thereto and all distributions, dividends and other property received, receivable or otherwise distributed in respect thereof or in exchangetherefor.“Pledged Subsidiary Debt” means Pledged Debt owed to a Grantor by any obligor that is, or becomes, a direct or indirect Subsidiary of suchGrantor, of which such Grantor is a direct or indirect Subsidiary or that controls, is controlled by or under common control with such Grantor.“Pledged Subsidiary Equity” means Pledged Equity in a Person that is, or becomes, a direct Subsidiary of a Grantor.“Pledge Supplement” means a Pledge Supplement, in substantially the form of Exhibit IV annexed hereto, in respect of the additional PledgedEquity or Pledged Debt pledged pursuant to this Agreement.“PPSA” means the Personal Property Security Act (Nova Scotia) as in effect in the Province of Nova Scotia, the Civil Code of Quebec as in effectin the Province of Quebec or any other Canadian federal or provincial statute pertaining to the granting, perfecting, priority or ranking of security interests,liens, or hypothecs on personal property, and any successor statutes, as such legislation may be amended, renamed or replaced from time to time, and theregulations thereunder as in effect from time to time.“Receiver” has the meaning set forth in Section 15(a) hereof.“Secured Obligations” has the meaning set forth in Section 2 hereof.“Secured Parties” means the Lenders, the Administrative Agent, the Collateral Agent, each other Indemnitee and any other holder of any Obligationof any Obligor.“Securities Act” means the Security Act of 1933, as amended from time to time, and any successor statute. -33-“Securities Collateral” means, with respect to any Grantor, the Pledged Equity, the Pledged Debt and any other Equity Interests and otherInvestment Property in which such Grantor has an interest.“STA” means the Securities Transfer Act (Nova Scotia) as such legislation may be amended, renamed or replaced from time to time, and theregulations thereunder as in effect from time to time provided that, to the extent that perfection or the effect of perfection or non-perfection or the priority of anyLien created hereunder on Collateral that is Investment Property is governed by the laws in effect in any province or territory of Canada other than Nova Scotiain which there is in force legislation substantially the same as the Securities Transfer Act (Nova Scotia) (an “Other STA Province”), then “STA” shall meansuch other legislation as in effect from time to time in such Other STA Province for purposes of the provisions hereof referring to or incorporating by referenceprovisions of the STA.“Supplement” means a supplement to this Agreement entered into by a Subsidiary of Company or another Person pursuant to Section 21 hereofand in the form attached as Exhibit VI.“Termination Date” means the date on which (a) the Loans have been indefeasibly repaid in full in cash, (b) all other Secured Obligations (otherthan Unasserted Obligations) under this Agreement and the other Loan Documents have been completely discharged and (c) the Commitments shall have beenterminated.“Trademark Registrations” means all registrations that have been or may hereafter be issued or applied for thereon in the United States and anystate thereof and in foreign countries (including, without limitation, the registrations and applications set forth on Schedule 8 annexed hereto).“Trademark Rights” means all common law and other rights (but in no event any of the obligations) in and to the Trademarks in the UnitedStates and any state thereof, Canada and in foreign countries.“Trademarks” means all trademarks, service marks, designs, logos, indicia, tradenames, trade dress, corporate names, company names,business names, fictitious business names, trade styles and/or other source and/or business identifiers and applications pertaining thereto (including, withoutlimitation, the trademarks specifically set forth on Schedule 8 annexed hereto).“UCC” has the meaning set forth in Section 1 hereof.“ULC” means a Person that is an unlimited company, unlimited liability company or unlimited liability corporation under any ULC Laws.“ULC Laws” means the Companies Act (Nova Scotia), the Business Corporations Act (Alberta), the Business Corporations Act (BritishColumbia) and any other present or future laws governing ULCs. -34-“ULC Shares” means shares, partnership interests or other Equity Interests in the capital stock of a ULC.SECTION 37. Intercreditor Agreement.The security interest granted pursuant to this Agreement, and the exercise of remedies, priority of Liens, and application of proceeds, inrespect of the ABL DIP Credit Priority Collateral, are subject to the provisions of the Intercreditor Agreement, and any provision of this Agreement requiringdelivery of Collateral, or proceeds of Collateral, that is ABL DIP Credit Priority Collateral, to the Agent, or requiring the execution and delivery of instrumentsor taking of other steps to assign moneys due or to become due under contracts constituting ABL DIP Credit Priority Collateral to Agent, for the benefit of theSecured Parties, in accordance with the Federal Assignment of Claims Act of 1940 or other similar applicable law, shall, for so long as the IntercreditorAgreement is in effect, be deemed to require delivery thereof to the ABL Credit Agent consistent with the Intercreditor Agreement.SECTION 38. Canadian Interpretation.Where the context so requires (i) all terms defined in this Agreement by reference to the “UCC” or the “Uniform Commercial Code” shallalso 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 UniformCommercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the STA), (iii) all references inthis Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documentsused under applicable Canadian personal property security laws, (iv) all references to federal or state securities law of the United States shall be deemed torefer also to analogous federal and provincial securities laws in Canada; (v) all references to the United States of America, or to any subdivision, departmentor agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof and (vi) allreference in the Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to theCanadian Intellectual Property Office.[Remainder of Page Intentionally Left Blank] -35-IN WITNESS WHEREOF, Grantors and Agent have caused this Agreement to be duly executed and delivered by their respective officersthereunto duly authorized as of the date first written above.GRANTORS: SCHOOL SPECIALTY, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President and Chief Executive OfficerCLASSROOMDIRECT.COM, LLC,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentDELTA EDUCATION, LLC,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentSPORTIME, LLC,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentCHILDCRAFT EDUCATION CORP.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President[Signature Page to Security and Pledge Agreement]BIRD-IN-HAND WOODWORKS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentCALIFONE INTERNATIONAL, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentPREMIER AGENDAS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentSELECT AGENDAS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentFREY SCIENTIFIC, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentSAX ARTS & CRAFTS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President[Signature Page to Security and Pledge Agreement]AGENT:U.S. BANK NATIONAL ASSOCIATIONas AgentBy: /s/ James A. HanleyName: James A. HanleyTitle: Vice President[Signature Page to Security and Pledge Agreement]Schedule 1 Commercial Tort ClaimsSchool Specialty, Inc. (“SSI”) v. RR Donnelley & Sons Company (“RRD”), U.S. Dist. Ct. E.D. Wis., Case No.1:12-CV-01034. SSI sued RRD for damagesresulting from a deficient printing job. RRD counterclaimed against SSI for fraud in the inducement and breach of contract, claiming SSI concealed knownproblems with the inks RRD used for the printing job, and SSI breached its contract with RRD by cancelling purchase orders for additional work. RRD seeksdamages in excess of $500,000. Litigation counsel believes that this suit will yield a net payment to SSI.Schedule 2 Filing OfficesSecretary of State of Delaware – ClassroomDirect.com, LLC, Delta Education, LLC, Sportime, LLC, Califone International, Inc., Frey Scientific, Inc., SaxArts & Crafts, Inc.Secretary of State of Washington (Department of Licensing) – Premier Agendas, Inc.Department of State of New York – Childcraft Education Corp.Secretary of State of New Jersey (Department of Treasury Commercial Recording)– Bird-In-Hand Woodworks, Inc.Department of Financial Institutions of Wisconsin – School Specialty, Inc.Nova Scotia and British Columbia Personal Property Registry—Select Agendas, Ltd.Schedule 3 Office Locations, Type and Jurisdiction of Organization and Organizational Identification Numbers State of Entity Tax ID Domicile Address* TypeSchool Specialty, Inc. 39-0971239 Wisconsin W6316 Design DriveGreenville, WI 54942 CorporationClassroomDirect.com, LLC 47-0892425 Delaware W6316 Design DriveGreenville, WI 54942 LLCChildcraft Education Corp. 13-5619818 New York W6316 Design DriveGreenville, WI 54942 CorporationBird-in-Hand Woodworks, Inc. 22-2618811 New Jersey 3031 Industry DriveLancaster, PA 17603 CorporationFrey Scientific, Inc. 39-1953771 Delaware W6316 Design DriveGreenville, WI 54942 CorporationSportime, LLC 22-3476939 Delaware W6316 Design DriveGreenville, WI 54942 LLCSax Arts & Crafts, Inc. 39-1956436 Delaware W6316 Design DriveGreenville, WI 54942 CorporationPremier Agendas, Inc. 33-0481380 Washington 2000 Kentucky StreetBellingham, WA 98229 CorporationSelect Agendas, Corp HFX9927 Canada Unlimited Liability Company6800 Chemin de la Cote-de-LiesseSt-Laurent, QC H4T 2A7 Califone International, Inc. 56-2003579 Delaware 1145 Arroyo AvenueSan Fernando, CA 91340 CorporationDelta Education, LLC 52-2328764 Delaware 80 Northwest BlvdNashua, NH 03063 LLC *Address is the principal place of business, chief executive office and location of books and recordsSchedule 4 Locations of Inventory and Equipment3825 S Willow Avenue, Fresno, CA 93722W6316 Design Drive, Greenville, WI 549421156 Four Star Drive, Mount Joy, PA 17552100 Paragon Parkway, Mansfield, OH 4490380 Northwest Boulevard, Nashua, NH 030633525 South Ninth Street, Salina, KS 674013031 Industry Drive, Lancaster, PA 176031145 Arroyo Ave, San Fernando, CA1845 N. Airport, Fremont, NE 680262000 Kentucky St., Bellingham, WA 982262007 - 2019 Iowa Street, Bellingham, WA 98226400 Sequoia Drive, Suite 200, Bellingham, WA 98226625 Mount Auburn St., Cambridge, MA109 W. Commercial St., East Rochester, NY 14445 (no inventory at this location)438 Camino Del Rio South, San Diego, CA 921083175 Northwoods Parkway, Norcross, GA 30071 (no inventory at this location)Bailee Locations222 Tappan Drive, Mansfield, OH 449061000 Stricker Road, Mount Joy, PA 1755260 Grumbacher Road, York, PA 17406Archway NM, 1600 First Street NW, Albuquerque, NM 87102Archway Southwest, 600 Freeport Parkway, Coppell, TX 75019Educators Book Depository of AR, 6700 Sloane Drive, Little Rock, AR 72206Florida School Book Depository, 1125 North Ellis Road, Jacksonville, FL 32254Mountain State Schoolbook Depository, PO Box 160250, Clearfield, UT 84016Northwest Textbook Depository, PO Box 5608, Portland, OR 97228Archway Oklahoma, 5600 SW 36th Street, Oklahoma City, OK 73179Professional Book Distributors, 3280 Summit Ridge, Duluth, GA 30096RL Bryan Company, 301 Greystone Boulevard, Columbia, SC 29210School Book Supply Co of LA, 9380 Ashland Road, Gonzales, LATennessee Book Company, 1550 Heil Quaker Boulevard, LaVergne, TN 37086The James & Law Company, 217 West Main Street, Clarksburg, WV 26302Smart Warehousing, 9850 Industrial Boulevard, Lexena, KS 66215Farmington Public Schools, 32789 West Ten Mile Road, Farmington, MI 48336Royal Seating Corporation, 1110 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation, 1201 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation, V-Building, 600 South Rusk, Cameron, TX 76520Royal Seating Corporation, W-Building, 409 South Karnes, Cameron, TX 76520Royal Seating Corporation, X-Building, 1050 Dossett Street, Cameron, TX 76520Royal Seating Corporation, Y-Building, 659 South Bowie Ave., Cameron, TX 76520Royal Seating Corporation, Z-Building, 620 South Bowie Ave., Cameron, TX 76520Cargo Zone LLC 6200 North 16th Street, Omaha, NE 68110TAYLOR TEXAS FACILITY:1103 NW Carlos Parker Blvd.Taylor, TX 76574Property Owner:Taylor CPB Property LLC3500 W 75th St, Suite 200Prairie Creek, KS 66208Lessor:Pan Pacific Sourcing, LLC481 Great Plain Ave.Needham, MA 02492-3728Print Partner locationsPremier Print Partner PlantsCDS2661 S. Pacific Hwy.Medford, OR 97501AndDock #32603 S. Pacific HwyMedford, OR 97501Heuss Printing, Inc.903 North 2nd StreetAmes, IA 50010LewisColor30 Joe Kennedy BlvdStatesboro, GA 30458Pioneer GraphicsPO Box 2516Waterloo, IA 50704316 W.5th StreetWaterloo, IA 50701Premier Impressions194 Woolverton Rd.Grimsby ON L3M 4E7CanadaPremier PrintingOne Beghin AveWinnipeg, MB R2J 3X5PrintComm2929 Davison Rd.Flint, MI 48506Printing Enterprises1411 First Avenue NWNew Brighton, MN 55112Sentinel Printing250 North Highway 10St. Cloud, MN 56304Spangler Graphics2930 and 2950 South 44th StreetKansas City, KS 66106Walsworth Publishing Co306 North Kansas AvenueMarceline, MO 64658Schedule 4A Locations of Assets; Operation of BusinessDomestic and Foreign Entity Filings Jurisdictions:School Specialty, Inc. AlabamaArizonaArkansasCaliforniaConnecticutDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMarylandMassachusettsMichiganMinnesotaWest VirginiaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaSouth CarolinaTennesseeTexasVirginiaWashingtonWisconsinPremier Agendas, Inc. AlabamaAlaskaArizonaCaliforniaColoradoConnecticutHawaiiIdahoIllinoisIndianaIowaKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingDelta Education, LLCDelawareAlabamaCaliforniaIllinoisIndianaLouisianaMassachusettsNew HampshireNew YorkTexasSportime, LLCDelawareCaliforniaColoradoGeorgiaMississippiNew YorkChildcraft Education Corp.ArizonaCaliforniaConnecticutFloridaMassachusettsNew YorkPennsylvaniaTennesseeWyomingSax Arts & Crafts, Inc.DelawareFrey Scientific, Inc.DelawareClassroomDirect.com, LLCDelawareAlabamaIndianaCalifone International, Inc.DelawareCaliforniaBird-in-Hand Woodworks, Inc.New JerseyPennsylvaniaFiling Jurisdictions:Select Agendas, Corp.Nova ScotiaSchedule 5 Other NamesNoneSchedule 6—Pledged Equity Entity Tax ID Domicile Authorized Pledged ClassroomDirect.com, LLC 47-0892425 Delaware N/A 1 member share Childcraft Education Corp. 13-5619818 New York 3,000,000 1,000 Bird-in-Hand Woodworks, Inc. 22-2618811 New Jersey 2,500 5 Frey Scientific, Inc. 39-1953771 Delaware 3,000 100 Sportime, LLC 22-3476939 Delaware N/A 100 Sax Arts & Crafts, Inc. 39-1956436 Delaware 100 100 Premier Agendas, Inc. 33-0481380 Washington 1,000,000 11,200 Select Agendas, Corp HFX9927 Canada N/A 1,000 Califone International, Inc. 56-2003579 Delaware 1,000 100 Delta Education, LLC 52-2328764 Delaware N/A 100 Premier School Agendas, Ltd. 126517564 Canada 100 65 The outstanding shares or membership interests of all entities are 100% owned by School Specialty, Inc., with the exception of Bird-in-Hand Woodworks,Inc., which is 100% owned by Childcraft Education Corp.All outstanding shares and interests are pledged with the exception of Premier School Agendas, Ltd. which is considered a controlled foreign corporation andtherefore only 65% of the outstanding is being pledged.Schedule 7 Pledged DebtPromissory Note dated 9/19/11 issued by North Putnam Community Schools to Delta Education, LLC in the original principal amount of $42,765.27Intercompany Subordinated Demand Promissory Note by each Grantor in favor of each other Grantor dated May 22, 2012SCHEDULE 8toSECURITY AND PLEDGE AGREEMENT (BAYSIDE)United States Trademarks Mark Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing Date1ST & Design Premier Agendas, Inc. Registered 1753883 23-Feb-1993 610 Califone International, Inc. Registered 4091042 85/354,375 24-Jan-2012 23-Jun-2011ABC Childcraft Education Corp Registered 3264692 78/922,715 17-Jul-2007 05-Jul-2006ABC School Specialty, Inc. Pending 85/739,308 26-Sep-2012ABC School Specialty, Inc. Pending 85/744,810 03-Oct-2012ABC School Specialty, Inc. Pending 85/752,878 12-Oct-2012ABC School Specialty, Inc. Pending 85/758,695 19-Oct-2012ABC School Specialty, Inc. Pending 85/764,916 26-Oct-2012ABC SCHOOL SUPPLY Childcraft Education Corp Registered 2298368 07-Dec-1999 ABC WHERE EDUCATION MEETS IMAGINATION and Design Childcraft Education Corp Registered 2338224 04-Apr-2000 ABILITATIONS Sportime, LLC Registered 1741976 74/265,815 22-Dec-1992 15-Apr-1992ACADEMY OF MATH School Specialty, Inc. Registered 2757555 78/107,494 26-Aug-2003 07-Feb-2002ACADEMY OF READING Registered 2713411 76/433,433 06-May-2003 23-Jul-2002AGENDA MATE Premier Agendas, Inc. Registered 2161267 02-Jun-1998 AUTOSKILL School Specialty, Inc. Pending 85/440,105 05-Oct-2011AUTOSKILL School Specialty, Inc. Registered 2501650 76/018,479 30-Oct-2001 05-Apr-2000Mark Bus. Unit /Owner Status Reg. No. App. No. Reg. Date Filing DateAV2 Califone International, Inc. Registered 4,222,827 85/351,692 09-Oct-2012 21-Jun-2011B THE SPEECH BIN & Design Sportime, LLC Registered 1542482 06-Jun-1989 BASE TEN FRIES Delta Education, LLC Registered 2343563 18-Apr-2000 BECAUSE CHILDREN LEARN BY DOING Delta Education, LLC Registered 1907146 25-Jul-1995 BECKLEY CARDY & Design School Specialty, Inc. Registered 3444300 77/262,873 10-Jun-2008 23-Aug-2007BIRD-IN-HAND Childcraft Education Corp Registered 3954275 85/115,820 03-May-2011 25-Aug-2010BIRD-IN-HAND and Design Childcraft Education Corp Registered 3954276 85/115,823 03-May-2011 25-Aug-2010BRODHEAD GARRETT School Specialty, Inc. Registered 2393549 75/843,310 10-Oct-2000 08-Nov-1999CALIFONE Califone International, Inc. Registered 4137682 85/254,328 08-May-2012 01-Mar-2011CALIFONE Califone International, Inc. Registered 2130349 20-Jan-1998 CALIFONE Califone International, Inc. Registered 1186512 19-Jan-1982 CALIFONE & Design Califone International, Inc. Registered 582612 24-Nov-1953 CATCH BALL and Design Sportime, LLC Registered 1836922 74/278,480 17-May-1994 26-May-1992CATT School Specialty, Inc. Pending 85/600,067 17-Apr-2012CELL-U-LAR RUBBER TECHNOLOGY (Stylized) Sportime, LLC Registered 2986067 78/134,349 16-Aug-2005 10-Jun-2002CHILDCRAFT Childcraft Education Corp Registered 712499 72/091,591 14-Mar-1961 25-Feb-1960CHILDCRAFT Childcraft Education Corp Registered 2006367 75/026,995 08-Oct-1996 04-Dec-1995CHIME TIME Sportime, LLC Registered 1737386 74/265,816 01-Dec-1992 15-Apr-1992CLAIMS TO FAME School Specialty, Inc. Registered 2434267 06-Mar-2001 CLASSROOM DIRECT Classroom Direct.com LLC Registered 2795089 16-Dec-2003 CLASSROOM SELECT School Specialty, Inc. Registered 3162946 75/811,427 24-Oct-2006 28-Sep-1999CLASSROOM SELECT & Design School Specialty, Inc. Registered 3350057 78/846,980 04-Dec-2007 27-Mar-2006Mark Bus. Unit /Owner Status Reg. No. App. No. Reg. Date Filing DateCLASSROOM SELECT (stacked) School Specialty, Inc. Registered 4091699 85/033,268 24-Jan-2012 07-May-2010CLASSROOMDIRECT.COM Classroom Direct.com LLC Registered 3685902 77/686,524 22-Sep-2009 09-Mar-2009CVB CONTENT—AREA VOCABULARY BUILDER School Specialty, Inc. Published 85/053,659 03-Jun-2010CVB CONTENT—AREA VOCABULARY BUILDER School Specialty, Inc. Registered 4140407 85/976,429 08-May-2012 13-Feb-2012DECIMAL DOG Delta Education, LLC Registered 2368405 18-Jul-2000 DECIMAL DOG Delta Education, LLC Registered 2837853 04-May-2004 DELTA CIRCUITWORKS Delta Education, LLC Registered 2923833 01-Feb-2005 DELTA EDUCATION Delta Education, LLC Registered 2812356 10-Feb-2004 DELTA EDUCATION & Design Delta Education, LLC Registered 2374672 08-Aug-2000 DELTA EDUCATION & Design Delta Education, LLC Registered 2343043 18-Apr-2000 DELTA EDUCATION & Design Delta Education, LLC Registered 3797720 78/949,706 01-Jun-2010 10-Aug-2006DELTA EDUCATION SCIS 3 & Design Delta Education, LLC Registered 1783147 20-Jul-1993 DELTA SCIENCE CONTENT READERS Delta Education, LLC Registered 3706026 77/374,898 03-Nov-2009 18-Jan-2008DELTA SCIENCE FIRST READERS Delta Education, LLC Registered 3063278 78/579,490 28-Feb-2006 03-Mar-2005DELTA SCIENCE MODULE Delta Education, LLC Registered 2844301 25-May-2004 DELTA SCIENCE READERS Delta Education, LLC Registered 3229760 78/909,268 17-Apr-2007 15-Jun-2006DELTA SCIENCE RESOURCE SERVICE Delta Education, LLC Registered 3835810 77/624,467 17-Aug-2010 02-Dec-2008DIAL-A-DIGIT Delta Education, LLC Registered 2458617 05-Jun-2001 DIAL-A-DOLLAR Delta Education, LLC Registered 2458616 05-Jun-2001 DIAL-A-FRACTION Delta Education, LLC Registered 2462810 19-Jun-2001 Mark Bus. Unit /Owner Status Reg. No. App. No. Reg. Date Filing DateDIAL-A-PATTERN Delta Education, LLC Registered 2509886 20-Nov-2001 DIAL-A-TIME Delta Education, LLC Registered 2456424 29-May-2001 DIAL-A-TRIAL Delta Education, LLC Registered 2509888 20-Nov-2001 DIAL-A-VOLUME Delta Education, LLC Registered 2509887 20-Nov-2001 DISCOVER AGENDA Premier Agendas, Inc. Registered 2722431 03-Jun-2003 DISCOVERY Califone International, Inc. Registered 4091043 85/354,379 24-Jan-2012 23-Jun-2011DOTCAR Delta Education, LLC Registered 3100515 78/628,430 06-Jun-2006 12-May-2005DSM THIRD EDITION Delta Education, LLC Pending 85/352,961 22-Jun-2011EDUCATION ESSENTIALS School Specialty, Inc. Registered 3033079 78/402,586 20-Dec-2005 15-Apr-2004EDUCATORS PUBLISHING SERVICE School Specialty, Inc. Registered 2988601 76/575,452 30-Aug-2005 17-Feb-2004EPS School Specialty, Inc. Registered 3813140 77/783,358 06-Jul-2010 17-Jul-2009EPS School Specialty, Inc. Registered 3798641 77/782,872 08-Jun-2010 16-Jul-2009EPS School Specialty, Inc. Registered 2287995 19-Oct-1999 EPS School Specialty, Inc. Registered 2292730 16-Nov-1999 EPS & Design School Specialty, Inc. Registered 3039679 76/621,988 10-Jan-2006 22-Nov-2004EPS & Design School Specialty, Inc. Registered 2281714 28-Sep-1999 EPS -CL16 School Specialty, Inc. Registered 2279489 21-Sep-1999 EPS PHONICS PLUS School Specialty, Inc. Registered 3218947 78/722,904 13-Mar-2007 29-Sep-2005EXPLODE THE CODE School Specialty, Inc. Registered 2276181 07-Sep-1999 EXPLORER Califone International, Inc. Registered 4091044 85/354,386 24-Jan-2012 23-Jun-2011FAST FOOD FOR THOUGHT Delta Education, LLC Registered 1877608 07-Feb-1995 FRACTION BURGER Delta Education, LLC Registered 2755799 26-Aug-2003 FRACTIONOES Delta Education, LLC Registered 2462811 19-Jun-2001 FREY CHOICE School Specialty, Inc. Registered 3842515 77/704,182 31-Aug-2010 01-Apr-2009Mark Bus. Unit /Owner Status Reg. No. App. No. Reg. Date Filing DateFREY SCIENTIFIC School Specialty, Inc. Registered 2393552 75/843,889 10-Oct-2000 08-Nov-1999FREY SECURE School Specialty, Inc. Registered 3842513 77/704,177 31-Aug-2010 01-Apr-2009FREY SELECT School Specialty, Inc. Registered 3842514 77/704,180 31-Aug-2010 01-Apr-2009GETTING STARTED WITH MANIPULATIVES (Stylized) Delta Education, LLC Registered 3010435 76/613,053 01-Nov-2005 20-Sep-2004GO WORKBOOK Premier Agendas, Inc. Registered 3117882 78/277,792 18-Jul-2006 23-Jul-2003GOT IT! Califone International, Inc. Registered 3755877 77/632,278 02-Mar-2010 12-Dec-2008HELPING EDUCATORS ENGAGE AND INSPIRE STUDENTSOF ALL AGES AND ABILITIES TO LEARN School Specialty, Inc. Registered 3652327 77/464,756 07-Jul-2009 02-May-2008HEXAGONOES Delta Education, LLC Registered 3475563 77/339,063 29-Jul-2008 28-Nov-2007HUSH BUDDY Califone International, Inc. Published 85/389,616 04-Aug-2011IF I PLAN TO LEARN, I MUST LEARN TO PLAN Premier Agendas, Inc. Registered 2120484 75/099,048 09-Dec-1997 06-Mar-1996INCOMMAND Premier Agendas, Inc. Pending 85/627,761 17-May-2012INCOMMAND PRO Premier Agendas, Inc. Pending 85/627,763 17-May-2012INQUIRY INVESTIGATIONS Delta Education, LLC Registered 4109628 85/078,862 06-Mar-2012 06-Jul-2010INTEGRATIONS Sportime, LLC Registered 2793125 78/154,693 09-Dec-2003 15-Aug-2002JOURNEY TO SUCCESS Premier Agendas, Inc. Registered 4094352 85/082,650 31-Jan-2012 12-Jul-2010KORNERS FOR KIDS Childcraft Education Corp Registered 1933650 07-Nov-1995 LEARNING OUTLET School Specialty, Inc. Registered 4089263 85/327,528 17-Jan-2012 23-May-2011LITERACY LEADERS School Specialty, Inc. Registered 3423913 77/191,219 06-May-2008 26-May-2007MAGNASTIKS (Stylized) Childcraft Education Corp Registered 1272927 73/413,192 03-Apr-1984 18-Jan-1983MAGTILES School Specialty, Inc. Registered 3550881 77/149,992 23-Dec-2008 05-Apr-2007MAKE IT A RULE TO PLAN Premier Agendas, Inc. Registered 2118995 75/100,716 09-Dec-1997 08-May-1996Mark Bus. Unit /Owner Status Reg. No. App. No. Reg. Date Filing DateMAKE TODAY COUNT School Specialty, Inc. Registered 2279483 21-Sep-1999 MAKING CONNECTIONS School Specialty, Inc. Registered 3218948 78/722,907 13-Mar-2007 29-Sep-2005MATH IN A NUTSHELL Delta Education, LLC Registered 2458341 05-Jun-2001 MATH TUNE-UPS Delta Education, LLC Registered 2605461 06-Aug-2002 NATURE’S IMPRESSIONS School Specialty, Inc. Registered 3646434 77/598,303 30-Jun-2009 22-Oct-2008NEO/BLOOD Delta Education, LLC Registered 2552466 26-Mar-2002 NEO/LAB Delta Education, LLC Registered 2460125 12-Jun-2001 NEO/RESOURCE Delta Education, LLC Registered 2451571 15-May-2001 NEO/SCI Delta Education, LLC Registered 3696397 77/291,723 13-Oct-2009 28-Sep-2007NEO/SLIDE Delta Education, LLC Registered 2451570 15-May-2001 ODYSSEY Califone International, Inc. Registered 4287561 85/354,383 12-Feb-2013 23-Jun-2011OLIVIA OWL Premier Agendas, Inc. Registered 2120485 75/099,520 09-Dec-1997 06-May-1996ONTRAC Premier Agendas, Inc. Registered 3842377 77/648,035 31-Aug-2010 13-Jan-2009ONTRAC Premier Agendas, Inc. Registered 3793647 77/369,947 25-May-2010 11-Jan-2008OTMP Premier Agendas, Inc. Pending 85/767,880 31-Oct-2012PATH DRIVER School Specialty, Inc. Pending 85/654,564 18-Jun-2012PATH DRIVER FOR MATH School Specialty, Inc. Pending 85/566,908 12-Mar-2012PATH DRIVER FOR MATH USE DATA TO DRIVE A PATH TOSUCCESS Logo School Specialty, Inc. Pending 85/655,326 19-Jun-2012PATH DRIVER FOR READING School Specialty, Inc. Pending 85/566,906 12-Mar-2012PATH DRIVER FOR READING USE DATA TO DRIVE A PATHTO SUCCESS Logo School Specialty, Inc. Pending 85/655,328 19-Jun-2012PHYSIO-ROLL and Design Sportime, LLC Registered 1766015 74/306,216 20-Apr-1993 21-Aug-1992PORTFOLIO School Specialty, Inc. Registered 4016804 85/036,884 23-Aug-2011 12-May-2010Mark Bus. Unit /Owner Status Reg. No. App. No. Reg. Date Filing DatePREMIER GO PROGRAM Premier Agendas, Inc. Registered 3117874 78/262,399 18-Jul-2006 13-Jun-2003PREMIER OTMP Premier Agendas, Inc. Pending 85/767,883 31-Oct-2012PREMIER OTMP CURRICULUM Premier Agendas, Inc. Pending 85/767,887 31-Oct-2012PREMIER OTMP PROGRAM Premier Agendas, Inc. Pending 85/767,886 31-Oct-2012PREMIER OTMP SKILL-BUILDING PROGRAM Premier Agendas, Inc. Pending 85/767,889 31-Oct-2012PREMIERCAMPUS Premier Agendas, Inc. Registered 3695170 77/663,998 13-Oct-2009 05-Feb-2009PRIMARY PHONICS School Specialty, Inc. Registered 2325691 07-Mar-2000 PROJECTS BY DESIGN School Specialty, Inc. Registered 3852130 77/682,097 28-Sep-2010 03-Mar-2009RAG BALL & Design Sportime, LLC Registered 3548583 76/338,171 23-Dec-2008 15-Nov-2001RAISING RESPECT: TAKE A STAND AGAINST BULLYING Premier Agendas, Inc. Pending 85/736,959 09-24-2012RAISING STUDENT ACHIEVEMENT School Specialty, Inc. Registered 4065748 85/152,081 06-Dec-2011 13-Oct-2010RAISING STUDENT ACHIEVEMENT Logo School Specialty, Inc. Registered 4065749 85/152,082 06-Dec-2011 13-Oct-2010RE-PRINT Classroom Direct.com LLC Registered 1793996 74/338,876 21-Sep-1993 10-Dec-1992S.P.I.R.E. (SPIRE) School Specialty, Inc. Registered 2048906 01-Apr-1997 SAX School Specialty, Inc. Registered 2257283 75/525,966 29-Jun-1999 27-Jul-1998SAX and Design School Specialty, Inc. Registered 3327134 78/795,166 30-Oct-2007 19-Jan-2006SCHOOL SMART School Specialty, Inc. Registered 3376477 78/630,773 29-Jan-2008 16-May-2005SCHOOL SMART & Design School Specialty, Inc. Registered 3735305 78/630,775 05-Jan-2010 16-May-2005SCHOOL SPECIALTY School Specialty, Inc. Registered 2086842 74/712,553 12-Aug-1997 08-Aug-1995SCHOOL SPECIALTY LITERACY AND INTERVENTION School Specialty, Inc. Registered 3965024 85/090,230 24-May-2011 22-Jul-2010Mark Bus. Unit /Owner Status Reg. No. App. No. Reg. Date Filing DateSCHOOL SPECIALTY ONLINE (Design) School Specialty, Inc. Registered 3437742 78/628,899 27-May-2008 12-May-2005SCHOOL SPECIALTY THE POWER OF TEACHING. THEWONDERS OF LEARNING, & Design School Specialty, Inc. Registered 3007875 78/331,687 18-Oct-2005 21-Nov-2003SCHOOL SPECIALTY WEXPLORE School Specialty, Inc. Registered 3926476 77/787,848 01-Mar-2011 23-Jul-2009SCIENCE IN A NUTSHELL Delta Education, LLC Registered 2370886 25-Jul-2000 SCIENCE VIEW Delta Education, LLC Registered 2502701 30-Oct-2001 SITTON SPELLING AND WORD SKILLS School Specialty, Inc. Registered 3617281 77/452,338 05-May-2009 18-Apr-2008SOUNDS SENSIBLE School Specialty, Inc. Registered 2163913 09-Jun-1998 SOUNDS SENSIBLE School Specialty, Inc. Registered 3381536 77/218,893 12-Feb-2008 29-Jun-2007SPELL CHECK School Specialty, Inc. Registered 2335381 75/648,445 28-Mar-2000 25-Feb-1999SPORDAS (STYLIZED) Sportime, LLC Registered 1955231 74/285,191 06-Feb-1996 16-Jun-1992SPORTIME Sportime, LLC Registered 1665914 74/100,635 26-Nov-1991 26-Sep-1990SPORTIME Sportime, LLC Registered 1085148 73/120,398 07-Feb-1978 25-Mar-1977SPORTIME and Design Sportime, LLC Registered 2498193 76/130,890 16-Oct-2001 19-Sep-2000TEACHERS’ DISCOUNT School Specialty, Inc. Registered 4,213,822 85/549,307 25-Sep-2012 22-Feb-2012THE 101 Premier Agendas, Inc. Registered 4126207 85/091,113 10-Apr-2012 22-Jul-2010THE SPEECH BIN Sportime, LLC Registered 3205537 78/801,406 06-Feb-2007 27-Jan-2006TIMETRACKER Premier Agendas, Inc. Registered 3343824 78/682,790 27-Nov-2007 01-Aug-2005TOUCHPHONICS School Specialty, Inc. Registered 2465862 03-Jul-2001 TOUCH-UNITS School Specialty, Inc. Registered 3446159 77/149,991 10-Jun-2008 05-Apr-2007TRUE-FLOW Sax Arts & Crafts, Inc. Registered 1271755 73/378,143 27-Mar-1984 04-Aug-1982TUFF-GLIDE SYSTEM Childcraft Education Corp Registered 2792916 78/103,107 09-Dec-2003 16-Jan-2002UGO365 Premier Agendas, Inc. Registered 3935126 77/791,368 22-Mar-2011 28-Jul-2009Mark Bus. Unit /Owner Status Reg. No. App. No. Reg. Date Filing DateUGO365 Premier Agendas, Inc. Registered 4,176,073 77/954,006 17-Jul-2012 09-Mar-2010ULTRA PLUS School Specialty, Inc. Registered 2730228 76/302,139 24-Jun-2003 20-Aug-2001VB-TRAINER Sportime, LLC Pending 85/663,797 28-Jun-2012VERSA TEMP Sax Arts & Crafts, Inc. Registered 1746677 74/263,859 19-Jan-1993 08-Apr-1992VIC (MISCELLANEOUS DESIGN ONLY) School Specialty, Inc. Registered 3024505 78/331,716 06-Dec-2005 21-Nov-2003VOCABULARY FROM CLASSICAL ROOTS School Specialty, Inc. Registered 3618327 77/420,054 12-May-2009 12-Mar-2008VOCABULARY FROM CLASSICAL ROOTS School Specialty, Inc. Registered 3614545 77/355,324 05-May-2009 19-Dec-2007WEXPLORE School Specialty, Inc. Registered 3926477 77/787,852 01-Mar-2011 23-Jul-2009WHERE EDUCATION MEETS IMAGINATION Childcraft Education Corp Registered 2388545 19-Sep-2000 WHERE THE CHILD COMES FIRST Childcraft Education Corp Registered 4273401 85/555,103 8-Jan-2013 28-Feb-2012WORDLY WISE School Specialty, Inc. Registered 2278178 14-Sep-1999 WORDLY WISE 3000 School Specialty, Inc. Registered 3217686 78/879,989 13-Mar-2007 09-May-2006WORDS I USE WHEN I WRITE School Specialty, Inc. Registered 3223075 78/914,544 27-Mar-2007 22-Jun-2006WRITE ON and Design Sax Arts & Crafts, Inc. Registered 1262365 73/378,144 27-Dec-1983 04-Aug-1982YOU FOCUS ON ACHIEVEMENT, WE FOCUS ON YOU School Specialty, Inc. Registered 3687338 77/598,309 22-Sep-2009 22-Oct-2008TRADEMARKS OTHER THAN IN THE UNITED STATES Mark Country / Business Unit Status Reg. No. App. No. Reg. Date Filing DateABC Canada Childcraft Education Corp Registered TMA737538 1310677 03-Apr-2009 26-Jul-2006ABILITATIONS Canada Sportime, LLC Registered TMA747940 1331474 17-Sep-2009 16-Jan-2007ACADEMY OF MATH Canada School Specialty, Inc. Registered TMA614425 1123254 08-Jul-2004 26-Nov-2001ACADEMY OF READING Canada School Specialty, Inc. Registered TMA553660 1049743 13-Nov-2001 08-Mar-2000AGENDA MATE Canada Premier Agendas, Inc. Registered TMA405655 689907 27-Nov-1992 19-Sep-1991AGENDAS DESIGN Canada Premier Agendas, Inc. Registered TMA651657 1173815 27-Oct-2005 27-Oct-2005AUTOSKILL Canada School Specialty, Inc. Pending 1568321 12-Mar-2012AUTOSKILL Canada School Specialty, Inc. Registered TMA393997 673829 07-Feb-1992 16-Jan-1991AUTOSKILL & Design Canada School Specialty, Inc. Registered TMA415136 673830 06-Aug-1993 16-Jan-1991BASIC BASICS Canada Premier Agendas, Inc. Registered TMA500824 843311 17-Sep-1998 17-Sep-1998BIRD IN HAND WOODWORKS & Design Canada Childcraft Education Corp. Registered TMA843105 1513321 12-Feb-2013 31-Jan-2011BIRD-IN-HAND Canada Childcraft Education Corp Registered TMA837,636 1513319 04-Dec-2012 31-Jan-2011CALIFONE Canada Califone International, Inc. Registered TMA153506 297477 06-Oct-1967 02-Jun-1966CANADIAN TO THE CORE Canada Premier Agendas, Inc. Registered TMA607353 1166086 08-Apr-2004 08-Apr-2004Mark Country / Business Unit Status Reg. No. App.No. Reg. Date Filing DateCATCHBALL Germany Select Service & Supply Co, In Registered 2069111 27-Jun-1994 31-Oct-1993CHILDCRAFT Canada Childcraft Education Corp Registered TMA656137 1242177 06-Jan-2006 29-Dec-2004CLASSROOM DIRECT & design Canada Classroom Direct.com LLC Registered TMA790151 1434680 09-Feb-2011 15-Apr-2009CLASSROOM SELECT & Design Canada School Specialty, Inc. Pending TMA835328 1500927 30-Oct-2012 25-Oct-2010CLASSROOM SELECT Horizontal Logo Canada School Specialty, Inc. Pending TMA835312 1500934 30-Oct-2012 25-Oct-2010COMPASS FOR CAMPUS Canada Premier Agendas, Inc. Registered TMA579787 1070625 23-Apr-2003 23-Apr-2003CVB CONTENT—AREA VOCABULARY BUILDER Canada School Specialty, Inc. Registered TMA829324 1485406 07-Aug-2012 16-Jun-2010DELTA EDUCATION & Design Canada Delta Education, LLC Registered TMA733131 1334846 26-Jan-2009 02-Jun-2008DELTA SCIENCE READERS Canada Delta Education, LLC Registered TMA746955 1319222 03-Sep-2009 06-Oct-2006DISCOVER AGENDA Canada Premier Agendas, Inc. Registered TMA585899 1119643 23-Jul-2003 23-Jul-2003EARLY CHILDHOOD DIRECT Canada Bird-In-Hand Woodworks, Inc Registered TMA599487 1050895 15-Jan-2004 15-Mar-2000EDUCATION ESSENTIALS Canada School Specialty, Inc. Registered TMA654482 1230486 06-Dec-2005 16-Sep-2004EPS Canada School Specialty, Inc. Registered TMA557,206 31-Jan-2002 31-Jan-2002EPS Canada School Specialty, Inc. Registered TMA551,753 28-Sep-2001 EPS Canada School Specialty, Inc. Registered TMA550,546 10-Sep-2001 10-Sep-2001Mark Country / Business Unit Status Reg. No. App. No. Reg. Date Filing DateEPS Canada School Specialty, Inc. Registered TMA790904 1446509 16-Feb-2011 29-Jul-2009EPS Canada School Specialty, Inc. Registered TMA558,743 04-Mar-2002 04-Mar-2002FREY CHOICE Canada School Specialty, Inc. Registered TMA796468 1451837 02-May-2011 15-Sep-2009FREY SECURE Canada School Specialty, Inc. Registered TMA796480 1451833 02-May-2011 15-Sep-2009FREY SELECT Canada School Specialty, Inc. Registered TMA796481 1451834 02-May-2011 15-Sep-2009GO WORKBOOK Canada Premier Agendas, Inc. Registered TMA647913 1209178 13-Sep-2005 10-Mar-2004HABITS OF SUCCESS Canada Premier Agendas, Inc. Registered TMA563006 1070623 04-Jun-2002 04-Jun-2002HELPING EDUCATORS ENGAGE AND INSPIRESTUDENTS OF ALL AGES AND ABILITIES TO LEARN Canada School Specialty, Inc. Registered TMA758568 1403756 02-Feb-2010 17-Jul-2008IF I PLAN TO LEARN I MUST LEARN TO PLAN Canada Premier Agendas, Inc. Registered TMA434047 731407 30-Sep-1994 30-Sep-1994INCOMMAND PRO Canada Premier Agendas, Inc. Pending 1,600,152 29-Oct-2012INQUIRY INVESTIGATIONS & Design Canada Delta Education, LLC Registered TMA826611 1508615 19-Jun-2012 20-Dec-2010INTEGRATIONS Canada Sportime, LLC Registered TMA636598 1167511 01-Apr-2005 14-Feb-2003INTEGRATIONS Germany Sportime, LLC Registered 30454687 30454687.9 17-Mar-2005 24-Sep-2004INTEGRATIONS United Kingdom Sportime, LLC Registered 2369512 2369512 08-Apr-2005 30-Jul-2004LEARNING OUTLET Canada School Specialty, Inc. Pending 1550251 01-Nov-2011MAKING CONNECTIONS Canada School Specialty, Inc. Registered TMA748126 1388573 18-Sep-2009 25-Mar-2008Mark Country / Business Unit Status Reg. No. App. No. Reg. Date Filing DateMISCELLANEOUS DESIGN Canada School Specialty, Inc. Registered TMA724639 1218515 26-Sep-2008 28-May-2004NATURE’S IMPRESSIONS Canada School Specialty, Inc. Registered TMA785621 1422392 21-Dec-2010 18-Dec-2008ONTRAC Canada Premier Agendas, Inc. Published 1429126 26-Feb-2009OTMP Canada Premier Agendas, Inc. Pending 1,602,421 14-Nov-2012PATH DRIVER Canada School Specialty, Inc. Pending 1,586,716 18-Jul-2012PATH DRIVER FOR MATH Canada School Specialty, Inc. Pending 1,586,714 18-Jul-2012PATH DRIVER FOR READING Canada School Specialty, Inc. Pending 1,586,715 18-Jul-2012PORTFOLIO Canada School Specialty, Inc. Registered TMA823596 1483658 08-May-2012 03-Jun-2010PREMIER COMPASS AGENDA Canada Premier Agendas, Inc. Registered TMA579786 1070604 23-Apr-2003 23-Apr-2003PREMIER GO PROGRAM Canada Premier Agendas, Inc. Registered TMA668315 1184721 20-Jul-2006 30-Jul-2003PREMIER LOGO DESIGN Canada Premier Agendas, Inc. Registered TMA598636 1147943 06-Jan-2004 06-Jan-2004PREMIER OTMP Canada Premier Agendas, Inc. Pending 1,602,437 28-Nov-2012PREMIER OTMP CURRICULUM Canada Premier Agendas, Inc. Pending 1,602,425 14-Nov-2012PREMIER OTMP PROGRAM Canada Premier Agendas, Inc. Pending 1,602,423 14-Nov-2012PREMIER OTMP SKILL-BUILDING PROGRAM Canada Premier Agendas, Inc. Pending 1,602,435 14-Nov-2012PREMIERCAMPUS Canada Premier Agendas, Inc. Registered TMA799733 1433020 10-Jun-2011 31-Mar-2009PRIMA VUE Canada Premier Agendas, Inc. Registered TMA569651 1089539 25-Oct-2002 25-Oct-2002Mark Country / Business Unit Status Reg. No. App. No. Reg. Date Filing DatePROJECTS BY DESIGN Canada School Specialty, Inc. Registered TMA805134 1448868 24-Aug-2011 20-Aug-2009RAISING RESPECT: TAKE A STAND AGAINSTBULLYING Canada Premier Agendas, Inc. Pending 1,600,748 09-Nov-2012READ AND DISCOVER Canada Premier Agendas, Inc. Registered TMA627127 1200255 01-Dec-2004 01-Dec-2004SCHOOL SMART Canada School Specialty, Inc. Registered TMA734412 1269559 13-Feb-2009 23-Aug-2005SCHOOL SMART & Design Canada School Specialty, Inc. Registered TMA739508 1269561 06-May-2009 23-Aug-2005SCHOOL SPECIALTY Canada School Specialty, Inc. Registered TMA715934 1331578 04-Jun-2008 17-Jan-2007SCHOOL SPECIALTY LITERACY AND INTERVENTION Canada School Specialty, Inc. Registered TMA823587 1491322 08-May-2012 05-Aug-2010SCHOOL SPECIALTY ONLINE & Design Canada School Specialty, Inc. Registered TMA765953 1279025 06-May-2010 09-Nov-2005SCHOOL SPECIALTY WEXPLORE Canada School Specialty, Inc. Registered TMA805811 1466160 31-Aug-2011 18-Jan-2010SHOW AND SHARE Canada Premier Agendas, Inc. Registered TMA625684 1200256 17-Nov-2004 17-Nov-2004SMART PACK Canada Premier Agendas, Inc. Registered TMA627128 1200254 01-Dec-2004 01-Dec-2004SOLUTION SCOLAIRE Canada School Specialty, Inc. Registered TMA816276 1473175 26-Jan-2012 15-Mar-2010SOLUTION SCOLAIRE & Design Canada School Specialty, Inc. Registered TMA808345 1482471 05-Oct-2011 25-May-2010SPORDAS Finland Select Service & Supply Co, In Registered 127477 05-Aug-1993 SPORDAS France Sportime, LLC Registered 92/442,446 12-Jun-1992 SPORDAS Germany School Specialty, Inc. Registered 2075525 13-Jun-1992 Mark Country / Business Unit Status Reg. No. App. No. Reg. Date Filing DateSPORDAS Greece Sportime, LLC Registered 111602 26-Nov-1992 SPORDAS Ireland Sportime, LLC Registered 149159 149159 16-Jun-1992 16-Jun-1992SPORDAS Norway Select Service & Supply Co, In Registered 160551 09-Dec-1993 23-Oct-1992SPORDAS Portugal Sportime, LLC Registered 284948 284948 24-Mar-1994 30-Jul-1992SPORDAS Sweden Select Service & SupplyCo, In Registered 249418 28-May-1993 SPORDAS Switzerland Sportime, LLC Registered 518250 02804/2003 23-May-2003 23-May-2003SPORDAS United Kingdom Select Service & Supply Co, In Registered 1503060 11-Jun-1992 11-Jun-1992SPORDAS & Design Benelux Sportime, LLC Registered 519716 782031 17-Jun-1992 17-Jun-1982SPORDAS (word mark) Denmark Sportime, LLC Registered vr109531992 27-Nov-1992 SPORDAS (word stylized) Italy Sportime, LLC Registered 992210 17-Jul-1992 17-Jul-1992SPORTIME Australia Sportime, LLC Registered A605437 25-Jun-1993 25-Jun-1993SPORTIME Brazil Sportime, LLC Registered 817409459 01-Mar-1995 SPORTIME Canada Sportime, LLC Registered TMA365972 23-Feb-1990 SPORTIME Canada Sportime, LLC Registered TMA565,487 1044355 02-Aug-2002 16-Apr-1998SPORTIME Israel Sportime, LLC Pending 89910 18-Nov-1993SPORTIME Japan Sportime, LLC Registered 3141032 5072198 30-Apr-1996 Mark Country / Business Unit Status Reg. No. App. No. Reg. Date Filing DateSPORTIME Korea, Republic of Sportime, LLC Registered 7726 156466 03-Jul-2003 SPORTIME Mexico Sportime, LLC Registered 493739 493739 10-Aug-1992 SPORTIME New Zealand Sportime, LLC Registered 236174 20-Apr-1994 20-Apr-1994SPORTIME Panama Sportime, LLC Registered 66973 66973 16-Mar-1995 16-Mar-1995SPORTIME Panama Sportime, LLC Registered 66974 66974 16-Mar-1995 16-Mar-1995SPORTIME Singapore Sportime, LLC Registered T03/12522D T03/12522D 15-Aug-2003 15-Aug-2003SPORTIME South Africa Sportime, LLC Registered 93/10983 19-Nov-1993 SPORTIME & Design Singapore Sportime, LLC Registered T03/12525I 15-Aug-2003 15-Aug-2003SPORTIME AND DESIGN Singapore Sportime, LLC Registered T03/12524J T03/12524J 15-Aug-2003 15-Aug-2003SUR LA VOIE Canada Premier Agendas, Inc. Registered TMA776090 1429044 01-Sep-2010 26-Feb-2009THE 101 Canada Premier Agendas, Inc. Registered TMA823595 1498607 08-May-2012 05-Oct-2010TIMETRACKER Canada Premier Agendas, Inc. Registered TMA768,035 1167989 28-May-2010 17-Feb-2003UGO365 Canada Premier Agendas, Inc. Registered TMA823590 1495317 08-May-2012 09-Sep-2010UGO365 Canada Premier Agendas, Inc. Pending 1495318 09-Sep-2010VB-TRAINER Canada Sportime, LLC Pending 1609766 14-Jan-2013WEXPLORE Canada School Specialty, Inc. Registered TMA805814 1466159 31-Aug-2011 18-Jan-2010WHERE THE CHILD COMES FIRST Canada Childcraft Education Corp. Pending 1568312 12-Mar-2012Trademark Registrations and Applicationsthe Company has already decided to abandon Mark Country / Bus. Unit / Owner Status Reg. No. App. No. Reg. Date Filing DateBABY BRIGHTS BOOKS United States School Specialty, Inc. Registered 1918816 12-Sep-1995 SIDEWALK SCIENCE United States Childcraft Education Corp. Registered 3140209 05-Sep-2006 SPORTIME FITNESS & SPORT and Design United States Sportime, LLC Registered 3126350 08-Aug-2006 CLASSROOM DESIGNER United States School Specialty, Inc. Registered 3103791 13-Jun-2006 EDUCATOR PRICE United States School Specialty, Inc. Pending 85/158,273 21-Oct-2010JUNEBOX United States School Specialty, Inc. Registered 2589390 02-Jul-2002 JUNEBOX.COM United States School Specialty, Inc. Registered 2589382 02-Jul-2002 PREMIER SCIENCE United States School Specialty, Inc. Registered 2543407 26-Feb-2002 SUBSTANCE FREE KIDS United States School Specialty, Inc. Registered 3255321 26-Jun-2007 DIAL-A-SHAPE United States Delta Education, LLC Registered 2599179 23-Jul-2002 DIAL-A-VARIABLE United States Delta Education, LLC Registered 2599178 23-Jul-2002 CALIFONE Argentina Califone International, Inc. Registered 2038863 22-Aug-2005 HUFF AND PUFF United Kingdom School Specialty, Inc. Registered 2049200 20-Sep-1996 SCHEDULE 9toSECURITY AND PLEDGE AGREEMENT (BAYSIDE)Patents Title Country App. No. FilingDate Pat. No. IssueDate Status Bus. Unit / OwnerBIN AND BAY SHELVING AND STORAGE UNIT United States D437,706 02/20/01 Granted Childcraft Education CorpDUAL SURface BALL United States 29/151,190 10/22/01 D478367 08/12/03 Granted School Specialty, Inc.ART TABLE United States 10/068,439 02/05/02 6694893 02/24/04 Granted Childcraft Education CorpCOAT RACK AND STORAGE UNIT United States D436,263 01/16/01 Granted Childcraft Education CorpROLLING BIN United States D423,171 04/18/00 Granted Childcraft Education CorpART TABLE United States D423,254 04/25/00 Granted Childcraft Education CorpROOM DIVIDER United States D423,825 05/02/00 Granted Childcraft Education CorpHANDLES IN A PAIR OF SWINGING DOORS United States D429,097 08/08/00 Granted Childcraft Education CorpTOY REFRIGERATOR HAVING AN ACTIVITY SURface United States 09/479,004 01/07/00 6171173 01/09/01 Granted Childcraft Education CorpMETHOD OF TEACHING READING (ii) United States 11/511,473 08/29/06 Published School Specialty, Inc.CORNER MOULDING AND IMPROVED CORNERCONSTRUCTION United States 09/263,751 03/05/99 6352382 03/05/02 Granted Childcraft Education CorpCHAIR United States D470,320 02/18/03 Granted Childcraft Education CorpCHAIR United States D471,730 03/18/03 Granted Childcraft Education CorpTitle Country App. No. FilingDate Pat. No. IssueDate Status Bus. Unit / OwnerMETHOD OF TEACHING READING United States 09/726,550 12/01/00 6544039 04/08/03 Granted School Specialty, Inc.METHOD OF TEACHING READING Canada 12/01/00 2327241 06/10/08 Granted School Specialty, Inc.EDUCATIONAL GAME United States 29/241,872 11/01/05 D538,856 03/20/07 Granted School Specialty, Inc.TRAINING DEVICE United States 29/240,540 10/14/05 D537,119 02/20/07 Granted Sportime, LLCTRAINING DEVICE United States 11/365,973 03/01/06 7618358 11/17/09 Granted Sportime, LLCCORNER MOULDING AND IMPROVED CORNERCONSTRUCTION United States 09/263,751 03/05/99 6176637 01/23/01 Granted Childcraft Education CorpSCHEDULE 10toSECURITY AND PLEDGE AGREEMENT (BAYSIDE)CopyrightsABC SCHOOL SUPPLY, INC. Claimant Title Reg. Number Reg. DateA B C School Supply, Inc. ABC School Supply, Inc. ... catalog TX0002189648 11/10/1987A B C School Supply, Inc. The Rainbow book of early learning materials TX0002282947 2/16/1988A B C School Supply, Inc. 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TX0005653856 12/19/2002CPO Science, a division of Delta Education, LLC Foundations of physical science / Tom Hsu. TX0005659140 12/19/2002Claimant Title Reg. Number Reg. DateCPO Science Foundations of physical science with earth andspace science : blackline masters. TX0005817995 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science color teaching tools. TX0005872258 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science electronic book. TX0005872259 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science : Exam View Test Bank. TX0005817988 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science : skill and practice worksheets. TX0005817987 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace science / Tom Hsu. TX0005776361 6/6/2003CPO Science, a division of Delta Education, LLC Foundations of physical science with earth andspace studies / Tom Hsu. TX0005800659 9/22/2003CPO Science, a division of Delta Education, LLC Foundations of physical with earth and spacescience / Tom Hsu. TX0005803829 8/15/2003CPO Science, a division of Delta Education, LLC Foundations of physics. TX0006001517 6/6/2004CPO Science, a division of School Specialty Foundations of Physics 2nd Edition ExamviewTest Bank. TX0007388448 4/26/2011CPO Science, a division of School Specialty Foundations of Physics 2nd Edition InvestigationManual. TX0007388215 4/26/2011CPO Science, a division of School Specialty Foundations of Physics 2nd Edition Student TextBook. TX0007388362 4/26/2011CPO Science, a division of School Specialty Foundations of Physics 2nd Edition TeacherGuide. 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TX0006166497 6/13/2005CPO Science, a division of Delta Education, LLC [Integrated science : an investigative approachexam view test bank] TX0006172772 6/13/2005CPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :Investigations. TX0006176273 6/13/2005CPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :teacher’s guide. TX0006191851 6/13/2005Claimant Title Reg. Number Reg. DateCPO Science, a division of Delta Education, LLC Integrated science : an investigative approach :teachers support CD-ROM. TX0006166495 6/13/2005CPO Science, a division of Delta Education, LLC Introduction to earth and space science. TX0005866196 9/19/2003CPO Science, a division of Delta Education, LLC Introduction to Earth and space science :investigations. / Tom Hsu. TX0005817939 8/15/2003on text; CPO Science, division of Delta Education, LLC Introduction to Earth and space science / TomHsu. 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TX0006405650 6/28/2006Delta Education Delta Science Modules, Third Ed., DNA: FromGenes to Proteins Teacher’s Guide. TX0006898345 11/9/2007Delta Education Delta Science Modules, Third Ed., EarthMovements, At Home Folio. TX0006897073 12/7/2007Delta Education Delta Science Modules, Third Ed., EarthMovements, At Home Folio (Spanish Edition) TX0006897105 12/7/2007Delta Education Delta Science Modules, Third Ed., EarthMovements Science Notebook. TX0006898338 11/9/2007Delta Education Delta Science Modules, Third Ed., EarthMovements Science Notebook, Spanish EditionDelta Science Modules, Third Edition. TX0006898340 11/9/2007Delta Education Delta Science Modules, Third Ed., Food Chainsand Webs, At Home Folio. TX0006897058 12/7/2007Delta Education Delta Science Modules, Third Ed., Food Chainsand Webs, At Home Folio (Spanish Edition) TX0006897064 12/7/2007Claimant Title Reg. Number Reg. DateDelta Education Delta Science Modules, Third Ed., Food Chainsand Webs Science Notebook. 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TX0006898344 11/9/2007Delta Education Delta Science Reader, Food Chains and WebsReader, Spanish Edition. TX0006898327 11/9/2007Delta Education Delta Science Reader, Force and Motion Reader,Spanish Edition. TX0006898325 11/9/2007Delta Education, Inc. Detective lab : activity guide / by Delta Education; author, Richard Bollinger. TX0004406417 11/1/1996Delta Education, Inc. Detective lab : activity journal / by DeltaEducation ; author, Richard Bollinger. TX0004406416 11/1/1996Delta Education, LLC Dinosaurs and fossils. TX0005914416 2/10/2004Delta Education, LLC Discovery guide : body and senses : pre-K. TX0005699021 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Earth movements. TX0005913100 2/10/2004Delta Education, LLC Ecosystems : teacher’s guide / Robert C. Knott,Herbert D. Thier. TX0005866657 11/21/2003Delta Education, LLC Electrical circuits / [Sarah A. Maineri], seniorproject editor. TX0005748056 5/8/2003Delta Education Electrical circuits : teacher’s guide. 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TX0004406418 11/1/1996Delta Education, LLC You and your body / [Sarah A. Maineri], seniorproject editor. TX0005748052 5/8/2003Delta Education, LLC You and your body : teacher’s guide. TX0005815686 8/12/2003Delta Education You and your body : teacher’s guide / by David R.Stronck. TX0002384466 7/8/1988Delta Education, Inc. Amazing air : DSM II teacher’s guide / NationalLearning Center. TX0004441524 1/9/1997Delta Education, Inc. Animal behavior : teacher’s guide. TX0004440867 1/9/1997Claimant Title Reg. Number Reg. DateDelta Education, Inc. Aquatic life mini-kit : equipment and guide toassist children in the exploration of an aquaticenvironment. TX0003739371 12/6/1993Delta Education, Inc. Beginnings : teacher’s guide : level K / Herbert D.Thier, Robert C. Knott. TX0003363130 6/3/1992Delta Education, Inc. Behavior of mealworms : Delta project cards /William R. Brown, Edwin P. White. TX0000957855 8/11/1982Delta Education, Inc. Body basics : activity guide. TX0004406456 11/1/1996Delta Education, Inc. Body basics : activity journal. TX0004406458 11/1/1996Delta Education, Inc. Brine shrimp : Delta project cards / William R.Brown, Edwin P. White. TX0000957849 8/11/1982Delta Education, Inc. Bubble science activity guide. TX0004406454 11/1/1996Delta Education, Inc. Bubble science activity journal. TX0004406453 11/1/1996Delta Education, Inc. Butterflies and moths : DSM II teacher’s guide. TX0004440180 1/9/1997Delta Education, Inc. Chemical interactions : teacher’s guide. TX0003842875 2/27/1995Delta Education, Inc. Classroom plants : teacher’s guide / editing JillFarinelli ; ill./art production Nancy Schoefl. TX0004442733 1/9/1997Delta Education, Inc. Clay boats : Delta project cards / William R.Brown, Edwin P. White. TX0000957850 8/11/1982Delta Education, Inc. Clear view of personal checking : simulations,activities, masters, visuals / author, Vicky L.Kouba. TX0004406666 2/19/1997Delta Education, Inc. Color and light : teacher’s guide. TX0004043757 2/27/1995Delta Education, Inc. Communities. TX0003593416 6/21/1993Delta Education, Inc. Communities : teacher’s guide, level 5 / Robert C.Knott, Herbert D. Thier. TX0003690485 9/30/1993Delta Education, Inc. Crystal creations : activity journal. TX0004406455 11/1/1996Claimant Title Reg. Number Reg. DateDelta Education, Inc. Delta Education, Inc., presents A feast of fractions/ a menu of activities prepared by Sally Palow,Kathleen Knoblock, Myra Kennedy ... [et al.] ;cover ill. Rose Lowry. TX0004406537 11/1/1996Delta Education, Inc. Delta game factory / Vicky L. Kouba. TX0004406544 2/19/1997Delta Education, Inc. Delta project cards—Colored solutions / WilliamR. Brown, Edwin P. White. TX0000842525 10/26/1981Delta Education, Inc. Delta Volume Shake : teacher’s guide. TX0004409053 11/1/1996Delta Education, Inc. Dinosaur classification : teacher’s guide. TX0004440862 1/9/1997Delta Education, Inc. DNA—from genes to proteins : teacher’s guide /author, Betty B. Hoskins. TX0003845929 6/24/1994Delta Education, Inc. Earth, moon, and sun : teacher’s guide /author[s], John G. Radzilowicz, 1952-, and JanM. Derby ; ill. Nancy Schoefl. TX0004442655 1/9/1997Delta Education, Inc. Earth movements : DSM II teacher’s guide. TX0004441527 1/9/1997Delta Education, Inc. Earth processes : teacher’s guide. TX0004440864 1/9/1997Delta Education, Inc. Earthworms : Delta project cards / William R.Brown, Edwin P. White. TX0000957851 8/11/1982Delta Education, Inc. Ecosystems. TX0003593418 6/21/1993Delta Education, Inc. Ecosystems : SCIS 3, teacher’s guide, level 6 /Robert C. Knott, Herbert D. Thier. TX0003690482 9/30/1993Delta Education, Inc. Electrical circuits : teacher’s guide / editingEditorial Services Plus ; ill./art production NancySchoefl. TX0004440927 1/9/1997Delta Education, Inc. Electrical connections : activity guide. TX0004406463 11/1/1996Delta Education, Inc. Electrical connections : teacher’s guide / author,Bob Roth. TX0003830396 3/31/1994Delta Education, Inc. Electromagnetism activity journal. TX0004409099 11/1/1996Delta Education, Inc. Electromagnetism : teacher’s guide. TX0004043755 2/27/1995Claimant Title Reg. Number Reg. DateDelta Education, Inc. Energy sources. TX0003602059 6/21/1993Delta Education, Inc. Environments. TX0003593419 6/21/1993Delta Education, Inc. Environments : teacher’s guide, level 4 / Robert C.Knott, Herbert D. Thier. TX0003690484 9/30/1993Delta Education, Inc. Erosion : teacher’s guide. TX0004043756 2/27/1995Delta Education, Inc. Exploring geometry : intermediate. TX0003423266 11/16/1992Delta Education, Inc. Exploring geometry : primary. TX0003423267 11/16/1992Delta Education, Inc. Exploring number relationships : intermediate. TX0003423265 11/16/1992Delta Education, Inc. Exploring probability / Fredda J. Friederwitzer,Barbara Berman, Beth Forrester. TX0003423216 11/16/1992Delta Education, Inc. Exploring probability : primary / Vicky L.Kouba. TX0003423215 11/16/1992Delta Education, Inc. Fast food for thought : Delta base 10 fries :teacher’s guide / Carole Reesink. TX0003627597 6/25/1993Delta Education, Inc. Fast Food for Thought : Delta Demimal Dog :teacher’s guide. TX0003485171 2/16/1993Delta Education, Inc. Fast food for thought : Delta fraction burger :teacher’s guide / Carole Reesink and Linda Frost. TX0003627596 6/25/1993Delta Education, Inc. Finding the moon : teacher’s guide. TX0004440865 1/9/1997Delta Education, Inc. Food chains and webs : DSM II teacher’s guide. TX0004441526 1/9/1997Delta Education, Inc. Fossil formations : activity guide. TX0004406459 11/1/1996Delta Education, Inc. Fossil formations : activity journal. TX0004406457 11/1/1996Delta Education, Inc. From seed to plant : teacher’s guide / editing DianaJ. Reno ; ill./art production Nancy Schoefl. TX0004446637 1/9/1997Delta Education, Inc. Fungi—small wonders : teacher’s guide. TX0003830394 3/31/1994Delta Education, Inc. Gases and “airs” : Delta project cards / William R.Brown, Edwin P. White. TX0000957853 8/11/1982Claimant Title Reg. Number Reg. DateDelta Education, Inc. I Can’t Believe It’s Math! : discovering classroommath in after-school activities / Mary AnnSchroeder, Marcay Burma-Washington TX0003567974 5/28/1993Delta Education, Inc. If shipwrecks could talk : teacher’s guide. TX0004440866 1/9/1997Delta Education, Inc. Insect life : teacher’s guide. TX0003933407 2/27/1994Delta Education, Inc. Interaction and systems. TX0003606743 6/21/1993Delta Education, Inc. Interaction and systems : teacher’s guide : level 2 /Herbert D. Thier, Robert C. Knott. TX0003363133 6/3/1992Delta Education, Inc. Investigating water : teacher’s guide / editingElizabeth Foy ; ill./art production Nancy Schoefl. TX0004440919 1/9/1997Delta Education, Inc. Length and capacity : teacher’s guide. TX0004442792 1/9/1997Delta Education, Inc. Lenses and mirrors : teacher’s guide / author, theNational Learning Center ; ill./art productionNancy Schoefl. TX0004442654 1/9/1997Delta Education, Inc. Life cycles. TX0003606744 6/21/1993Delta Education, Inc. Life cycles : teacher’s guide : level 2 / Herbert D.Thier, Robert C. Knott. TX0003363132 6/3/1992Delta Education, Inc. Looking at liquids : teacher’s guide / editingEditorial Services Plus ; ill./art production NancyP. Schoefl. TX0004440926 1/9/1997Delta Education, Inc. Magnet magic activity guide. TX0004409100 11/1/1996Delta Education, Inc. Magnets : teacher’s guide / author, Joreen Hendry. TX0003830397 3/31/1994Delta Education, Inc. Material objects. TX0003606739 6/21/1993Delta Education, Inc. Material objects : teacher’s guide : level 1 / HerbertD. Thier, Robert C. Knott. TX0003363134 6/3/1992Delta Education, Inc. Measuring : teacher’s guide / editing Elizabeth Foy; ill./art production Nancy Schoefl. TX0004440922 1/9/1997Claimant Title Reg. Number Reg. DateDelta Education, Inc. Newtons toy box : teacher’s guide / author,Carolyn Sumners. TX0003830398 3/31/1994Delta Education, Inc. Observing an aquarium : DSM II teacher’s guide. TX0004440179 1/9/1997Delta Education, Inc. Organisms. TX0003606742 6/21/1993Delta Education, Inc. Organisms : teacher’s guide : level 1 / Herbert D.Thier, Robert C. Knott. TX0003363131 6/3/1992Delta Education, Inc. Plant and animal life cycles : teacher’s guide /editing Kathy Z. Allen and Kathy Talmadge ;ill./art production Nancy P. Schoefl. TX0004440925 1/9/1997Delta Education, Inc. Plant and animal populations : teacher’s guide /editing Diana J. Reno ; ill./art production NancySchoefl. TX0004440924 1/9/1997Delta Education, Inc. Pollution : teacher’s guide. TX0003845509 6/24/1994Delta Education, Inc. Pond life : teacher’s guide. TX0003933406 2/27/1994Delta Education, Inc. Populations. TX0003606741 6/21/1993Delta Education, Inc. Populations : teacher’s guide : level 3 / Herbert D.Thier, Robert C. Knott. TX0003363136 6/3/1992Delta Education, Inc. Powders and crystals : teacher’s guide / editingDiana J. Reno ; ill./art production Nancy P.Schoefl. TX0004440921 1/9/1997Delta Education, Inc. Properties : teacher’s guide. TX0004442793 1/9/1997Delta Education, Inc. Relative position and motion : SCIS 3, teacher’sguide, level 4 / Herbert D. Thier, Robert C. Knott. TX0003690483 9/30/1993Delta Education, Inc. Rock origins : activity journal. TX0004411206 11/1/1996Delta Education, Inc. Rocks and minerals : teacher’s guide : a Deltascience module / editing Editorial Services Plus,copyediting Jill Farinelli ; design/production AnnV. Richardson ; ill./art production Nancy P.Schoefl ; cover design Nancy P. Schoefl. TX0003784217 3/31/1994Claimant Title Reg. Number Reg. DateDelta Education, Inc. Science in a Nutshell : flight! gliders to jets,activity journal. TX0004414313 11/1/1996Delta Education, Inc. Scientific theories. TX0003593417 6/21/1993Delta Education, Inc. Scientific theories. TX0003602057 6/21/1993Delta Education, Inc. SCIS 3 energy sources. TX0003577675 6/21/1993Delta Education, Inc. SCIS 3 relative position and motion. TX0003577674 6/21/1993Delta Education, Inc. Simple machines : teacher’s guide / editingEditorial Services Plus ; ill./art production NancyP. Schoefl. TX0004015686 2/27/1995Delta Education, Inc. Sink or float : Delta project cards / William R.Brown, Edwin P. White. TX0000957852 8/11/1982Delta Education, Inc. Sink or float? : teacher’s guide. TX0004446585 1/9/1997Delta Education, Inc. Small things and microscopes : teacher’s guide /author, Eileen Terrill ; contributors, JeanneDietsch, William Kennedy and Bradford Taylor ;ill. Phyllis Pittet and Susan Dunholter ;photography Paul McGuirk. TX0003864322 6/24/1994Delta Education, Inc. Soil science : DSM II teacher’s guide. TX0004441525 1/9/1997Delta Education, Inc. Solar energy : teacher’s guide. TX0003845510 6/24/1994Delta Education, Inc. Solar system : teacher’s guide / editing EditorialServices Plus and D. Louis Finsand ; ill./artproduction Nancy Schoefl. TX0004446638 1/9/1997Delta Education, Inc. Sound : teacher’s guide / editing Katy Z. Allen ;ill./art production Nancy Schoefl. TX0004440920 1/9/1997Delta Education, Inc. Sound vibrations : activity guide. TX0004406460 11/1/1996Delta Education, Inc. Sound vibrations : activity guide. TX0004406461 11/1/1996Delta Education, Inc. Sound vibrations : activity guide. TX0004406462 11/1/1996Delta Education, Inc. States of matter : teacher’s guide / editing Katy Z.Allen ; ill./art production Nancy Schoefl. TX0004446636 1/9/1997Claimant Title Reg. Number Reg. DateDelta Education, Inc. Strings & musical instruments : Delta projectcards / William R. Brown, Edwin P. White. TX0000957856 8/11/1982Delta Education, Inc. Subsystems and variables. TX0003606740 6/21/1993Delta Education, Inc. Subsystems and variables : teacher’s guide : level3 / Herbert D. Thier, Robert C. Knott. TX0003363135 6/3/1992Delta Education, Inc. Sunshine and shadows : teacher’s guide / editingKaty Z. Allen ; ill./art production Nancy Schoefl. TX0004446642 1/9/1997Delta Education, Inc. Water cycle : teacher’s guide / editing Kathy Z.Allen ; ill./art production Nancy Schoefl. TX0004446639 1/9/1997Delta Education, Inc. Weather forecasting : teacher’s guide / editingEditorial Services Plus ; ill./art production NancySchoefl. TX0004446640 1/9/1997Delta Education, Inc. Weather instruments : teacher’s guide. TX0004440861 1/9/1997Delta Education, Inc. Weather watching : teacher’s guide / editing JillFarinelli ; ill./art production Nancy Schoefl. TX0004446641 1/9/1997Delta Education, Inc. Whistles : Delta project cards / William R.Brown, Edwin P. White. TX0000957854 8/11/1982Delta Education, Inc. You and your body : teacher’s guide. TX0003830395 3/31/1994Delta Education, LLC About me. TX0006236193 9/30/2005Delta Education, LLC Addition & subtraction student activity guide :no. 550-3530. TX0005751741 5/8/2003Delta Education, LLC Addition & subtraction : teacher’s guide. TX0005752801 5/8/2003Delta Education, LLC Algebra : grades 3-4, student activity guide. TX0005698998 5/8/2003Delta Education, LLC Algebra : grades 5-6, student activity guide. TX0005698994 5/8/2003Delta Education, LLC Algebra teacher’s guide : grades 3-4. TX0005751730 5/8/2003Delta Education, LLC Algebra teacher’s guide : grades 5-6. TX0005751729 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Animal observatory : activity guide. TX0005827574 8/12/2003Delta Education, LLC Animal observatory : activity journal. TX0005827531 8/23/2003Delta Education, LLC Animals. TX0006203855 7/28/2005Delta Education, LLC Area and volume formulas teacher’s guide. TX0005854001 11/21/2003Delta Education, LLC Base Ten Fries : math activities for Base TenFries. TX0005866681 11/21/2003Delta Education, LLC Body basics : activity journal. TX0005827635 8/13/2003Delta Education, LLC Breaking earth’s hold : activity guide. TX0005827561 8/12/2003Delta Education, LLC Breaking earth’s hold : activity journal. TX0005827540 8/12/2003Delta Education, LLC Bubble science : activity guide. TX0005827624 8/12/2003Delta Education, LLC Bubble science : activity journal. TX0005827633 8/12/2003Delta Education, LLC Butterflies and moths : teacher’s guide. TX0005914936 2/10/2004Delta Education, LLC Charge it! static electricity : activity guide. TX0005827625 8/12/2003Delta Education, LLC Charge it! static electricity : activity journal. TX0005827636 8/12/2003Delta Education, LLC Clear View—graphing : grades 5-8, teacher’sguide : overhead transparencies, activity masters. TX0005876336 11/21/2003Delta Education, LLC Clear view of decimals : activities, masters,visuals, applications. TX0005876337 11/21/2003Delta Education, LLC Clear view of fractions : activities, masters,visuals, applications. TX0005866615 11/21/2003Delta Education, LLC Clear view of percent : activities, masters,visuals, applications. TX0005876334 11/21/2003Delta Education, LLC Clear view of personal checking : simulations,activities, masters, visuals. TX0005876338 11/21/2003Delta Education, LLC Clear view of tessellations : activities, masters,visuals. TX0005866614 11/21/2003Delta Education, LLC Clear view ratio & proportion. TX0005876330 11/21/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Clever levers : activity guide. TX0005827580 8/12/2003Delta Education, LLC Clever levers : activity journal. TX0005827583 8/12/2003Delta Education, LLC Color and light : teacher’s guide. TX0005920199 2/10/2004Delta Education, LLC Crystal creations : activity guide. TX0005827618 8/12/2003Delta Education, LLC Crystal creations : activity journal. TX0005827616 8/12/2003Delta Education, LLC Data analysis and probability student activityguide / written by Eve Laubner Thibodeau ;editor, Kathryn S. Daniel ; graphic artist, JanisRattet ; illustrator, Laurel Aiello. TX0005748234 5/8/2003Delta Education, LLC Data analysis and probablilty teacher’s guide : no.450-3563. TX0005751739 5/8/2003Delta Education, LLC Decimal Dog : math activities for the Decimal Dog. TX0005866680 11/21/2003Delta Education, LLC Delta science module / by Ana Costa. TX0005808261 8/12/2003Delta Education, LLC Delta science module : from seed to plant. TX0005808265 8/12/2003Delta Education, LLC Delta science module : plant and animla life cycles TX0005808263 8/12/2003Delta Education, LLC Delta science module : properties. TX0005808262 8/12/2003Delta Education, LLC Delta science module : simple machines. TX0005808264 8/12/2003Delta Education, LLC Delta science module, third edition : matter andchange. TX0006236223 9/30/2005Delta Education, LLC Destination, moon : activity guide. TX0005827581 8/12/2003Delta Education, LLC Destination moon : activity journal. TX0005827524 8/12/2003Delta Education, LLC Detective lab : activity guide. TX0005827634 8/12/2003Delta Education, LLC Detective lab : activity journal. TX0005827638 8/12/2003Delta Education, LLC Dinosaurs and fossils : teacher’s guide. TX0005920198 2/10/2004Delta Education LLC Discovery guide dinosaurs : pre-K. TX0005752836 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education LLC Discovery guide : health and nutrition : pre-K. TX0005752843 5/8/2003Delta Education LLC Discovery guide : insects and spiders : pre-K. TX0005752839 5/8/2003Delta Education LLC Discovery guide : oceans : pre-K. TX0005752838 5/8/2003Delta Education LLC Discovery guide : trees : pre-K. TX0005752837 5/8/2003Delta Education LLC Discovery guide : weather : pre-K. TX0005752842 5/8/2003Delta Education, LLC Earth. TX0006226019 7/28/2005Delta Education, LLC Earth & sun : activity guide. TX0005827549 8/12/2003Delta Education, LLC Earth & sun : activity journal. TX0005827550 8/12/2003Delta Education, LLC Earth movements : teacher’s guide. TX0005914938 2/10/2004Delta Education, LLC Earth processes. TX0006203858 7/28/2005Delta Education, LLC Electrical connections : activity guide. TX0005827564 8/12/2003Delta Education, LLC Electrical connections : activity journal. TX0005827631 8/12/2003Delta Education, LLC Electromagnetism : activity guide. TX0005827575 8/12/2003Delta Education, LLC Electromagnetism : activity journal. TX0005827614 8/12/2003Delta Education, LLC Energy & motion : activity guide. TX0005827563 8/12/2003Delta Education, LLC Energy & motion : activity journal. TX0005827629 8/12/2003Delta Education, LLC Feast of fractions : math activities for the FractionBurger. TX0005866682 11/21/2003Delta Education, LLC Flight and rocketry : teacher’s guide. TX0005914937 2/10/2004Delta Education, LLC Flight! gliders to jets : activity guide. TX0005827578 8/12/2003Delta Education, LLC Flight! gliders to jets : activity journal. TX0005827615 8/12/2003Delta Education, LLC Flowering plants : activity guide. TX0005827528 8/12/2003Delta Education, LLC Flowering plants : activity journal. TX0005827559 8/12/2003Delta Education, LLC Force and motion. TX0005698992 5/8/2003Delta Education, LLC Fossil formations : activity guide. TX0005827639 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Fossil formations : activity journal. TX0005827619 8/12/2003Delta Education, LLC Fraction Burger : math activities for the FractionBurger. TX0005866683 11/21/2003Delta Education, LLC Fraction concepts : student activity guide. TX0005698997 5/8/2003Delta Education, LLC Fraction concepts teacher’s guide : no. 450-3366. TX0005751738 5/8/2003Delta Education, LLC Fractions and decimals student activity guide : no.550-3541. TX0005751743 5/8/2003Delta Education, LLC Fractions and decimals teacher’s guide : no. 450-3399. TX0005751745 5/8/2003Delta Education, LLC From seed to plant. TX0005752831 5/8/2003Delta Education, LLC Gases : activity journal. TX0005827530 8/12/2003Delta Education, LLC Gasses : activity guide. TX0005827573 8/23/2003Delta Education, LLC Gears at work : activity guide. TX0005827626 8/12/2003Delta Education, LLC Gears at work : activity journal. TX0005827623 8/12/2003Delta Education, LLC Geometry student activity guide : grades 3-4. TX0005751725 5/8/2003Delta Education, LLC Geometry teacher’s guide : grades 3-4. TX0005751726 5/8/2003Delta Education, LLC Geometry teacher’s guide : grades 5-6. TX0005751734 5/8/2003Delta Education, LLC Graphing : grades 1-3, teacher’s guide. TX0005876335 11/21/2003Delta Education, LLC Hexagonoes addition and subtraction : level 2,teacher guide. TX0005867049 11/21/2003Delta Education, LLC Hexagonoes base ten : teacher guide. TX0005867050 11/21/2003Delta Education, LLC Hexagonoes fractions with Delta’s Fraction Burger: teacher guide. TX0005867054 11/21/2003Delta Education, LLC Hexagonoes money : teacher guide. TX0005867052 11/21/2003Delta Education, LLC Hexagonoes multiplication : level 1, teacher guide. TX0005867055 11/21/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Hexagonoes order of operations : teacher guide. TX0005867053 11/21/2003Delta Education, LLC Hexagonoes patterns : teacher guide. TX0005867057 11/21/2003Delta Education, LLC Hexagonoes percents : level 1, teacher guide. TX0005867048 11/21/2003Delta Education, LLC Hexagonoes ratio & proportion : level 2, teacherguide. TX0005867056 11/21/2003Delta Education, LLC Hexagonoes scientific notation : teacher guide. TX0005867051 11/21/2003Delta Education, LLC How do we learn? TX0006203857 7/28/2005Delta Education, LLC Human machine : activity guide. TX0005827572 8/12/2003Delta Education, LLC Human machine : activity journal. TX0005827558 8/12/2003Delta Education, LLC Interaction and systems : Delta Education SCIS3+ : level 2 : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005832399 11/21/2003Delta Education, LLC Investigating water : teacher’s guide. TX0005914935 2/10/2004Delta Education, LLC Is it alive? : activity guide TX0005827525 8/12/2003Delta Education, LLC Is it alive? : activity journal. TX0005827582 8/12/2003Delta Education, LLC Liquids : activity guide. TX0005827584 8/12/2003Delta Education, LLC Liquids : activity journal. TX0005827548 8/12/2003Delta Education, LLC Magnet magic : activity guide. TX0005827576 8/12/2003Delta Education, LLC Magnet magic : activity journal. TX0005827622 8/13/2003Delta Education, LLC Magnets : teacher’s guide. TX0005914934 2/10/2004Delta Education, LLC Material objects : Delta Education SCIS 3+. TX0005867363 11/21/2003Delta Education, LLC Math tune-ups : addition and subtraction :teacher’s guide : games specially created to practiceand review basic facts and skills. TX0005748060 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Math tune-ups : fractions : teacher’s guide : gamesspecially created to practice and review basic factsand skills. TX0005748061 5/8/2008Delta Education, LLC Math Tune-Ups : multiplication and division :teacher’s guide. TX0005752847 5/8/2003Delta Education, LLC Measurement student activity guide / Eve LaubnerThibodeau, Lisa Lachance, John Prescott, andMathew Bacon ; ill. by Coni Porter, NancySchoefl and Cheryl Wolf.. TX0005748238 5/8/2003Delta Education, LLC Measurement student activity guide / written andedited by Eve Laubner ; graphic artist, J. M.Rattet ; illustrator, Nancy Schoefl. TX0005748235 5/8/2003Delta Education, LLC Measurement teacher’s guide : grades 1-3 :transparency teaching system. TX0005853992 11/21/2003Delta Education, LLC Measurment teacher’s guide : grades 2-3. TX0005751727 5/8/2003Delta Education, LLC Measurment teacher’s guide : grades 4-5. TX0005751728 5/8/2003Delta Education, LLC Metric tools : student activity guide. TX0005698993 5/8/2003Delta Education, LLC Metric tools teacher’s guide : no. 450-3552. TX0005751736 5/8/2003Delta Education, LLC Microworlds : activity guide. TX0005827586 8/12/2003Delta Education, LLC Microworlds : activity journal. TX0005827539 8/12/2003Delta Education, LLC Money : student activity guide. TX0005698996 5/8/2003Delta Education, LLC Money teacher’s guide : no. 450-3377. TX0005751744 5/8/2003Delta Education, LLC Multiplication and division student activity guide: no. 550-3728. TX0005751742 5/8/2003Delta Education, LLC Multiplication and division teacher’s guide : no.450-3530. TX0005751735 5/8/2003Delta Education, LLC Newton’s toy box. TX0006203859 7/28/2005Claimant Title Reg. Number Reg. DateDelta Education, LLC Oceans alive! : activity guide. TX0005827543 8/12/2003Delta Education, LLC Oceans alive! : activity journal. TX0005827571 8/12/2003Delta Education, LLC Oceans in motion : activity guide. TX0005827551 8/12/2003Delta Education, LLC Oceans in motion : activity journal. TX0005827569 8/12/2003Delta Education, LLC One & only you : activity guide. TX0005827557 8/12/2003Delta Education, LLC One & only you : activity journal. TX0005827538 8/12/2003Delta Education, LLC Organisms : Delta Education SCIS 3+. TX0005867362 11/21/2003Delta Education, LLC Our changing earth : activity guide. TX0005827533 8/12/2003Delta Education, LLC Our changing earth : activity journal. TX0005827545 8/12/2003Delta Education, LLC Peek inside you : activity guide. TX0005827587 8/12/2003Delta Education, LLC Peek inside you : activity journal. TX0005827532 8/12/2003Delta Education, LLC Physical and chemical changes : activity guide. TX0005827585 8/12/2003Delta Education, LLC Physical and chemical changes : activity journal. TX0005827526 8/12/2003Delta Education, LLC Planets & stars : activity guide. TX0005827522 8/12/2003Delta Education, LLC Planets & stars : activity journal. TX0005827570 8/12/2003Delta Education, LLC Plants. TX0006203856 7/28/2005Delta Education, LLC Pollution : teacher’s guide. TX0005805185 2/10/2004Delta Education, LLC Ponds & streams : activity guide. TX0005827529 8/12/2003Delta Education, LLC Ponds & streams : activity journal. TX0005827560 8/12/2003Delta Education, LLC Populations : level 3 : Delta Education SCIS 3+teacher’s guide / Robert C. Knott, Herbert D.Thier. TX0005876332 11/21/2003Delta Education, LLC Pre-algebra teacher’s guide : grades 5 to 8 :transparency teaching system. TX0005853991 11/21/2003Delta Education, LLC Probability : student activity guide. TX0005752846 5/8/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Probability teacher’s guide : no. 450-3421. TX0005751733 5/8/2003Delta Education, LLC Problem solving student activity guide, grade 3-4 /written by Patti Vyzralek ; ill. by Nancy Schoefl. TX0005748233 5/8/2003Delta Education, LLC Problem solving teacher’s guide : grades 3-4. TX0005751732 5/8/2003Delta Education, LLC Problem solving teacher’s guide : grades 5-6. TX0005751731 5/8/2003Delta Education, LLC Properties. TX0005752832 5/8/2003Delta Education, LLC Pulley power : activity guide. TX0005827562 8/12/2003Delta Education, LLC Pulley power : activity journal. TX0005827547 8/12/2003Delta Education, LLC Ratio, proportion, and percent student activityguide / editor, Eve Laubner Thibodeau ; writer,Robert W. Smith ; graphic artist, J. M. Rattet ;illustrator, Nancy Schoefl. TX0005748237 5/8/2003Delta Education, LLC Ratio, proportion, and percent student activityguide / editor, Eve Laubner Thibodeau ; writer,Robert W. Smith ; graphic artist, J. M. Rattet ;illustrator, Nancy Schoefl. TX0005748236 5/8/2003Delta Education, LLC Ratio, proportion, and percent teacher’s guide : no.450-3541. TX0005751740 5/8/2003Delta Education, LLC Reasoning with patterns teacher’s guide : grades 1-3. TX0005876333 11/21/2003Delta Education, LLC Rock origins : activity guide. TX0005827577 8/12/2003Delta Education, LLC Rock origins : activity journal. TX0005827568 8/12/2003Delta Education, LLC Rocks and minerals. TX0005913101 2/10/2004Delta Education, LLC Rocks and minerals : teacher’s guide. TX0005920197 2/10/2004Delta Education, LLC Science in a nutshell : weather wise activity guide. TX0005806904 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Scientific theories : Delta Education SCIS 3+ :level 6 : teacher’s guide / Herbert D. Thier, RobertC. Knott. TX0005832400 11/21/2003Delta Education, LLC SCIS 3+ communites : student journal. TX0005876161 11/21/2003Delta Education, LLC SCIS 3+ ecosystems : student journal. TX0005876166 11/21/2003Delta Education, LLC SCIS 3+ energy sources : student journal. TX0005876165 11/21/2003Delta Education, LLC SCIS 3+ environments : student journal. TX0005876168 11/21/2003Delta Education, LLC SCIS 3+ interaction and systems : student journal. TX0005876160 11/21/2003Delta Education, LLC SCIS 3+ life cycles : student journal. TX0005876162 11/21/2003Delta Education, LLC SCIS 3+ populations : student journal. TX0005876163 11/21/2003Delta Education, LLC SCIS 3+ relative position and motion : studentjournal. TX0005876164 11/21/2003Delta Education, LLC SCIS 3+ scientific theories : student journal. TX0005876159 11/21/2003Delta Education, LLC SCIS 3+ subsystems and variables : studentjournal. TX0005876167 11/21/2003Delta Education, LLC Seed mysteries : activity guide. TX0005827627 8/12/2003Delta Education, LLC Seed mysteries : activity journal. TX0005827617 8/12/2003Delta Education, LLC Sky. TX0006236194 9/30/2005Delta Education, LLC Small wonders : activity guide. TX0005827556 8/12/2003Delta Education, LLC Small wonders : activity journal. TX0005827541 8/12/2003Delta Education, LLC Smell, taste, touch : activity guide. TX0005827567 8/12/2003Delta Education, LLC Smell, taste, touch : activity journal. TX0005827579 8/12/2003Delta Education, LLC Soil science : teacher’s guide. TX0005914933 2/10/2004Delta Education, LLC Soil studies : activity guide. TX0005827523 8/12/2003Delta Education, LLC Soil studies : activity journal. TX0005827542 8/12/2003Delta Education, LLC Solids : activity guide. TX0005827527 8/12/2003Claimant Title Reg. Number Reg. DateDelta Education, LLC Solids : activity journal. TX0005827534 8/12/2003Delta Education, LLC Sorting. TX0006203793 7/28/2005Delta Education, LLC Sound vibrations : activity guide. TX0005827632 8/12/2003Delta Education, LLC Sound vibrations : activity journal. TX0005827621 8/12/2003Delta Education LLC Student activity guide. TX0005752834 5/8/2003Delta Education, LLC Subsystems and variables : Delta Education SCIS3+ : level 3 : teacher’s guide / Herbert D. Thier,Robert C. Knott. TX0005832401 11/21/2003Delta Education, LLC Sunshine and shadows : teacher’s guide. TX0005805188 2/10/2004Delta Education, LLC Time : student activity guide. TX0005698995 5/8/2003Delta Education, LLC Time teacher’s guide : no. 450-3355. TX0005751737 5/8/2003Delta Education, LLC Vision & hearing : activity guide. TX0005827566 8/12/2003Delta Education, LLC Vision & hearing : activity journal. TX0005827637 8/12/2003Delta Education, LLC Water cycle : activity guide. TX0005827535 8/12/2003Delta Education, LLC Water cycle : activity journal. TX0005827536 8/12/2003Delta Education, LLC Water cycle : teacher’s guide. TX0005805186 2/10/2004Delta Education, LLC Water physics : activity guide. TX0005827537 8/12/2003Delta Education, LLC Water physics : activity journal. TX0005827620 8/12/2003Delta Education, LLC Weather. TX0006203792 7/28/2005Delta Education, LLC Weather watching : teacher’s guide. TX0005810349 8/12/2003Delta Education, LLC Weather wise : activity journal. TX0005827630 8/12/2003Delta Education, LLC Wheels at work : activity guide. TX0005827546 8/12/2003Delta Education, LLC Wheels at work : activity journal. TX0005827544 8/12/2003Delta Education, LLC Where is it? is it moving? TX0006236195 9/30/2005Delta Education, LLC Work plane & simple : activity guide. TX0005827565 8/12/2003Delta Education, LLC Work plane & simple : activity journal. TX0005827628 8/12/2003Claimant Title Reg. Number Reg. DateDelta Educaion Electromagnetism reader TX0006403153 6/26/2006Delta Educaion Plant and animal population reader TX0006403154 6/26/2006Delta Educaion Erosion reader TX0006403155 6/26/2006Delta Educaion Plants reader TX0006403156 6/26/2006Delta Educaion Matter TX0006403157 6/26/2006Delta Educaion Sink or float? Reader TX0006403158 6/26/2006Delta Educaion Earth, moon, and sun reader TX0006403159 6/26/2006Delta Educaion DNA : from genes to protein reader TX0006403160 6/26/2006Rand McNally & Company Subsystems and variables : (level 3), teacher’sguide TX0000277639 7/10/1979Rand McNally & Company Ecosystems : (level 6), teacher’s guide TX0000277640 7/10/1979Rand McNally & Company Communities : level 5 : teacher’s guide TX0000279334 7/10/1979Rand McNally & Company Organisms : level 1 : teacher’s guide TX0000279335 7/10/1979Rand McNally & Company Scientific theories : level 6 : teacher’s guide TX0000279336 7/10/1979Rand McNally & Company Life cycles : level 2 :teacher’s guide TX0000279337 7/10/1979Rand McNally & Company Energy sources : level 5 : teacher’s guide TX0000285176 7/10/1979Rand McNally & Company Populations : level 3 : teacher’s guide TX0000285177 7/10/1979Rand McNally & Company Interactions and systems : level 2 : teacher’s guide TX0000285178 7/10/1979Rand McNally & Company Environments : level 4 : teacher’s guide TX0000285179 7/10/1979Rand McNally & Company Material objects : level 1 : teacher’s guide TX0000285180 7/10/1979Rand McNally & Company Relative position and motion : level 4 : teacher’sguide TX0000285181 7/10/1979Rand McNally & Company Beginnings : kindergarten or preschool : teacher’sguide TX0000285182 7/10/1979Claimant Title Reg. Number Reg. DateRand McNally & Company Energy sources TX0000334304 9/17/1979Rand McNally & Company Scientific theories TX0000334305 9/17/1979Rand McNally & Company Materials objects TX0000334306 9/17/1979Rand McNally & Company Interaction and systems TX0000334307 9/17/1979Rand McNally & Company Subsystems and variables TX0000334308 9/17/1979Rand McNally & Company Relative position and motion TX0000334309 9/17/1979Rand McNally & Company Ecosystems TX0000334310 9/17/1979Rand McNally & Company Communities TX0000334311 9/17/1979Rand McNally & Company Environments TX0000334312 9/17/1979Rand McNally & Company Populations TX0000334313 9/17/1979Rand McNally & Company Life cycles TX0000334314 9/17/1979Rand McNally & Company Organisms TX0000336509 9/17/1979EDUCATORS PUBLISHING SERVICE Claimant Title Reg Number Reg DateEducators Publishing Serivice [sic], Inc. Challenge in phonic skills, Chips, adevelopmental phonics bingo game / Lenore Millerand Caroline Peck. 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Maker and Sons, Inc., revisions: EducatorsPublishing Service, Inc., employer for hire More primary phonics storybooks : bk 1-10 TX0004523410 1/2/1997Barbara W. Maker and Sons, Inc., rev materials:Educators Publishing Service, Inc., employer for hire Primary Phonics Set 4 TX0004756906 4/10/1998Educators Publishing Service, Inc. Vocabulary from classical roots : bk. 5 TX0006320456 1/6/2006Educators Publishing Service, Inc. Vocabulary from classical roots : bk. 5 : teacher’sguide and answer key TX0006320457 1/6/2006Claimant Title Reg. Number Reg. DateEducators Publishing Service, Inc. Vocabulary from classical roots : bk. 6 TX0006320458 1/6/2006Educators Publishing Service, Inc. Phonics plus C : reteach and practice differentiatedinstruction guide TX0006320459 1/6/2006Education Publishing Service SPIRE level 6 word cards TX0006409208 6/30/2006Educators Publishing Service Phonics plus K TX0006320455 1/6/2006Ann Staman Handprints teacher’s guide for book A TX0005144929 2/14/2000Ann Staman Handprints, book A TX0005144930 2/14/2000Ann Staman Handprints storybook B TX0005155890 2/14/2000Ann Staman Handprints : bk. B: an early reading program TX0005169444 3/14/2000Ann Staman Handprints : storybooks C, set 1 TX0005266984 4/20/2000Ann Staman Handprints : an early reading program : teacher’sguide for book C TX0005253117 12/26/2000Ann Staman Handprints : an early reading program : teacher’sguide for storybooks B TX0005266879 4/20/2000Ann Staman Handprints : an early reading program : teacher’sguide for book B TX0005266880 4/20/2000Ann Staman Handprints : an early reading program, set 2 TX0005375592 4/13/2001Ann Staman Handprints: an early reading program, storybooksD, set 1 TX0005613024 9/9/2002Ann Staman Handprints : an early reading program, teacher’sguide for storybooks C, set . TX0005309367 11/7/2000Ann Staman Handprints : an early reading program :bk. D. TX0005504579 4/9/2002Ann Staman Handprints : an early reading program : storybooksB, set 2 TX0006123207 3/4/2005Ann Staman Handprints: Storybooks A, Set 3 TX0006829408 9/28/2007Ann Staman Handprints: Storybooks B, Sets 3 TX0006829409 9/28/2007Educators Publishing Service Reading Comprehension in Varied Subject Matter,Book 2-3 A 129104 1970Claimant Title Reg. Number Reg. 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Tips for teaching infants & toddlers : earlyintervention program / Carol Weil, EllenD’Amato, Dorothy Benson, Fern Cagan. TX0004730295 4/7/1998Speech Bin, Inc. TRAP : Testing & remediating auditoryprocessing / Lynn V. Baron Berk. TX0004693615 12/11/1997Claimant Title Reg. Number Reg. DateSpeech Bin, Inc. Warmups & workouts : exercises for learning “r”/ Jane Folk ; Sara Folk, illustrator. TX0004292198 5/22/1996the Speech Bin Who gets on jets? TX0001884107 8/7/1986Speech Bin, Inc. Workbook for memory skills / Beth M. Kennedy. TX0004450527 1/23/1997Speech Bin, Inc. Workbook for verbal expression / Beth M.Kennedy. TX0004292196 5/22/1996Speech Bin, Inc. Artic-pic : a show ‘n’ tell book about [r] ; Artic-pic : a show ‘n’ tell book about [s] / DeniseGrigas. TX0005027145 8/9/1999Speech Bin, Inc. Blonigen fluency program / Julie A. Blonigen. TX0005375899 1/4/2001Speech Bin, Inc. Breakfast club : enhancing the communicationability of Alzheimer’s patients. PA0000865729 7/10/1997Speech Bin, Inc. Breakfast club : program training guide / Mary JoSanto Pietro & Faerella Boczko. TX0004562853 7/10/1997Speech Bin, Inc. COMFI scale : communication outcome measureof functional independence / Mary Jo Santo Pietro& Faerella Boczko. TX0004562852 7/10/1997Speech Bin, Inc. Effective conversations—techniques for talkingtogether / Darlene Lengel. TX0004294307 5/20/1996Speech Bin, Inc. Effective listening / Darlene Lengel. TX0005027144 8/9/1999Speech Bin, Inc. I can say R. TX0005539440 5/21/2002Speech Bin, Inc. I can say S. TX0005539439 5/21/2002Speech Bin, Inc. Is the child really stuttering? : Questions &answers about preschool disfluency / Julie A.Blonigen. TX0005377337 1/4/2001Speech Bin, Inc. MCLA : Measure of cognitive-linguistic abilities /Wendy J. Ellmo, Jill M. Graser, Elizabeth A.Krchnavek, Deborah B. Calabrese, KimberlyHauck. TX0004314064 5/20/1996Claimant Title Reg. Number Reg. DateSpeech Bin, Inc. Paths : phonological awareness training and helpfor students / Jane Webb. TX0005375900 1/4/2001the Speech Bin, Inc. Sound advice. TX0002233302 9/14/1987Speech-Bin, Inc. Speech & language & voice & more / Julie A.Blonigen. TX0005377149 1/4/2001Speech-Bin, Inc. Speechcrafts / Marcia French Gilmore ; MurielFrench, illustrator. TX0004298536 5/21/1996Speech Bin, Inc. Stepping up to fluency / Janice Pechter Ellis. TX0005027146 8/9/1999Speech Bin, Inc. Take a chance / Gary J. Cooper. TX0003740044 2/1/1994Speech Bin, Inc. What is auditory processing? / Susan Bell. TX0003721616 2/1/1994Speech Bin, Inc. What is dementia? / Mary Jo Santo Pietro. TX0005027090 8/9/1999SPORTIME Claimant Title Reg. Number Reg. DateSelect Service & Supply d.b.a Sportime International Bean bag bears. VAu000425885 3/5/1998Select Service & Supply d.b.a Sportime International Bean bag bunnies. VA0000884346 10/21/1997Select Service & Supply d.b.a Sportime International Bean bag frogs. VA0000875777 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag gorillas. VA0000875779 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag hippo. VA0000875780 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag pig. VA0000875778 10/6/1997Select Service & Supply d.b.a Sportime International Bean bag triceratops. VAu000425884 3/5/1998Claimant Title Reg. Number Reg. DateSelect Service & Supply d.b.a Sportime International Bean bag turtles. VA0000908300 10/24/1997Select Service & Supply d.b.a Sportime International Bean bag tyrannosaurus. VAu000425886 3/5/1998Sportime, LLC Hands-On basketball. VA0000932992 6/12/1998Schedule 11 Deposit Accounts, Securities Accounts and Commodity AccountsUS Accounts Owner Type of Account Bank AccountNumberSchool Specialty, Inc. Operating JPMorgan Chase *School Specialty, Inc. SFD Credit Cards JPMorgan Chase School Specialty, Inc. Disbursement-Payables JPMorgan Chase Bird in Hand Disbursement JPMorgan Chase School Specialty, Inc. Payroll JPMorgan Chase Califone Disbursement-Payables JPMorgan Chase School Specialty, Inc. Disbursement-PPO JPMorgan Chase School Specialty, Inc. Flex Spending JPMorgan Chase School Specialty, Inc. (d/b/a SPARK) Working Fund JPMorgan Chase Califone Credit Card Depository JPMorgan Chase Delta Education Credit Card Depository JPMorgan Chase School Specialty, Inc.(d/b/a Educational Publishing Service) Credit Card Depository JPMorgan Chase School Specialty, Inc.(d/b/a Educational Publishing Service) Disbursement-Payables JPMorgan Chase School Specialty, Inc. School Specialty/LB Depositary JPMorgan Chase *School Specialty, Inc. Lockbox JPMorgan Chase *School Specialty, Inc. Lockbox JPMorgan Chase *School Specialty, Inc. Lockbox JPMorgan Chase *Califone International, Inc. Lockbox JPMorgan Chase *School Specialty, Inc. Disbursement-Payables JPMorgan Chase School Specialty, Inc. Credit Card Depository JPMorgan Chase School Specialty, Inc. E-Tail Depository Account JPMorgan Chase Premier Agendas, Inc. Depository JPMorgan Chase *Califone International, Inc. Depository Wells Fargo Bank *School Specialty, Inc. Depository JPMorgan Chase *School Specialty, Inc. Concentration JPMorgan Chase *School Specialty, Inc. Depository JPMorgan Chase *School Specialty, Inc. Depository Comerica **School Specialty, Inc. Depository JPMorgan Chase **School Specialty, Inc. Depository Bank of America ** *Control agreements in effect for these accounts**Accounts which are utilized to collateralize letters of credit. It is assumed that these will be eventually replaced with a Wells Fargo account andcorresponding letters of credit.JPMorgan Chase10 S DearbornChicago, IL 60603Gina Sorci (312) 732-2029Bank of America112 East Holly StreetBellingham, WA 98225(360) 676-2816Wells Fargo Bank21255 Burbank Blvd., Suite 110Woodland Hills, CA 91367Peggy Knox (818) 595-3961Canadian Accounts Owner Type of Account Bank AccountNumberPremier School Agendas, Ltd. Operating Account JPMorgan Chase Premier School Agendas, Ltd. Lockbox Depository JPMorgan Chase Premier School Agendas, Ltd. Operating Account JPMorgan Chase Premier School Agendas, Ltd. Disbursement-Payables JPMorgan Chase Premier School Agendas, Ltd. Credit Card Depository JPMorgan Chase Premier School Agendas, Ltd. Operating Account JPMorgan Chase Premier School Agendas, Ltd. Operating Account JPMorgan Chase School Specialty, Inc. Lockbox and Disbursements JPMorgan Chase School Specialty, Inc. Credit Card Depository JPMorgan Chase JPMorgan Chase10 S DearbornChicago, IL 60603Gina Sorci (312) 732-2029Schedule 12 Chattel PaperNoneSchedule 13 Letter-of-Credit RightsNoneSchedule 14 DocumentsNoneSchedule 15 Assigned AgreementsSee Schedule 7Schedule 16 Existing Financing StatementsPremier Agendas, Inc.Washington Department of Licensing DEBTOR NAME FILE NUMBER DATEFILED SECURED PARTY COLLATERALPremier Agendas, Inc.2000 Kentucky StreetBellingham WA 98226 2009-091-5951 4/1/2009 Fujifilm GraphicSystems USA, Inc.350 Central AVEHanover Park, IL60133 All debtor’s right, title now owned or hereafter acquired inlithographic plates, film, prepressed proofing materials andmiscellaneous lithographic supplies provided by Enovation GraphicSystems Inc. or credited from Enovation Graphic Systems, Inc.regardless of the deliver but does not constitute any security interestin any of the assets of the company listed on this filing.School Specialty, Inc. 120007074826Wisconsin DepartmentofFinancial Institutions 5/24/2012 NMHG FinancialServices, Inc. All of the equipment now or hereafter leased by Lessor to Lessee;and all accessions, additions, replacements, and substitutionsthereto and therefore; and all proceeds including insurance proceedsthereof.DEBTOR NAME FILE NUMBER DATEFILED SECURED PARTY COLLATERALSchool Specialty, Inc. 120004986734Wisconsin DepartmentofFinancial Institutions 4/13/2012 IKON FinancialSVCS All equipment now or hereafter leased in an equipment leasingtransaction in connection with that certain Master Agreement No. seebelow, Product Schedule No./Agreement No. see below (“Lease”), asamended from time to time, between IOS Capital, LLC as lessor,and the above referenced Lessee/Debtor, including, without limit,the equipment listed below, and all additions, improvements,attachments, accessories, accessions, upgrades and replacementsrelated thereto, and any and all substitutions or exchanges, and anyand all products, insurance and/or other proceeds (cash and non-cash) there from: The equipment location is as identified in theLease. This IS intended to be a true lease transaction. Neither theexecution nor filing of this financing statement shall in any mannerimply that the relationship between the parties to which thisdocument applies IS other than lessor and lessee, respectively. Thisfinancing statement is filed solely to protect the interests of theparties In the event of unwarranted assertions by any third party.This statement is filed in connection with a lease transaction and isfiled for precautionary purposes only. Product ScheduleNo./Agreement No. 2907845, Master Agreement/Lease No.CUSTOMER: 1418270 RIPROC901 CI0071478School Specialty, Inc. 120006258728Wisconsin Departmentof FinancialInstitutions 05/07/2013 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor, wherever located now owned or existing orhereafter acquired or arising, together with all proceeds thereof. 130001633922Wisconsin Departmentof FinancialInstitutions 02/04/2013 DEBTORNAME FILE NUMBER DATEFILED SECURED PARTY COLLATERALSchoolSpecialty,Inc. 120006361723Wisconsin Departmentof Financial Institutions 05/09/2013 Bayside Finance,LLC, as Agent All assets and property of the debtor whether now owned or hereafteracquired, and all products and proceeds thereof. 130001803012Wisconsin Departmentof Financial Institutions 02/07/2013 Bird-In-HandWoodworks,Inc. 26186436 New JerseyDepartment of TreasuryCommercial Recording 05/04/2012 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor, wherever located now owned or existing or hereafteracquired or arising, together with all proceeds thereof. 26318622 New JerseyDepartment of TreasuryCommercial Recording 02/01/2013 Bird-In-HandWoodworks,Inc. 26189895 New JerseyDepartment of TreasuryCommercial Recording 05/09/2012 Bayside Finance,LLC, as Agent All assets and property of the debtor whether now owned or hereafteracquired, and all products and proceeds thereof. 26321264 New JerseyDepartment of TreasuryCommercial Recording 02/07/2013 CalifoneInternational,Inc. 21736232 DelawareSecretary of State 05/04/2012 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor, wherever located now owned or existing or hereafteracquired or arising, together with all proceeds thereof. 30430794 DelawareSecretary of State 02/01/2013 CalifoneInternational,Inc. 21781873 DelawareSecretary of State 05/08/2012 Bayside Finance,LLC, as Agent All assets and property of the debtor whether now owned or hereafteracquired, and all products and proceeds thereof. 30505389 DelawareSecretary of State 02/07/2013 ChildcraftEducationCorp. 201205045523894 NewYork Department ofState 05/04/2012 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor, wherever located now owned or existing or hereafteracquired or arising, together with all proceeds thereof. 201302015128416New York Department ofState 02/01/2013 ChildcraftEducationCorp. 201205090261780 NewYork Department ofState 05/09/2012 Bayside Finance,LLC, as Agent All assets and property of the debtor whether now owned or hereafteracquired, and all products and proceeds thereof. 201302070071828 NewYork Department ofState 02/07/2013 DEBTOR NAME FILE NUMBER DATEFILED SECURED PARTY COLLATERALClassroomdirect.comLLC 21736083 DelawareSecretary of State 05/04/2012 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor, wherever located now owned or existing orhereafter acquired or arising, together with all proceeds thereof. 30430752 DelawareSecretary of State 02/01/2013 Classroomdirect.comLLC 21782798 DelawareSecretary of State 05/08/2012 Bayside Finance,LLC, as Agent All assets and property of the debtor whether now owned or hereafteracquired, and all products and proceeds thereof. 30505553 DelawareSecretary of State 02/07/2013 Delta Education, LLC 21737081 DelawareSecretary of State 05/04/2012 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor, wherever located now owned or existing orhereafter acquired or arising, together with all proceeds thereof. 30430786 DelawareSecretary of State 02/01/2013 Delta Education, LLC 21781832 DelawareSecretary of State 05/08/2012 Bayside Finance,LLC, as Agent All assets and property of the debtor whether now owned or hereafteracquired, and all products and proceeds thereof. 30505660 DelawareSecretary of State 02/07/2013 Frey Scientific, Inc. 21737198 DelawareSecretary of State 05/04/2012 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor, wherever located now owned or existing orhereafter acquired or arising, together with all proceeds thereof. 30430802 DelawareSecretary of State 02/01/2013 Frey Scientific, Inc. 21782848 DelawareSecretary of State 05/08/2012 Bayside Finance,LLC, as Agent All assets and property of the debtor whether now owned or hereafteracquired, and all products and proceeds thereof. 30505736 DelawareSecretary of State 02/07/2013 Premier Agendas, Inc. 201212517212WashingtonDepartment ofLicensing 05/04/12 Wells Fargo CapitalFinance, LLC asAdministrative Agent All assets of the Debtor, wherever located now owned or existing orhereafter acquired or arising, together with all proceeds thereof. 201303255009WashingtonDepartment ofLicensing 02/01/2013 Premier Agendas, Inc. 201213233814WashingtonDepartment ofLicensing 05/09/12 Bayside Finance,LLC, as Agent All assets and property of the debtor whether now owned or hereafteracquired, and all products and proceeds thereof. 201303872145WashingtonDepartment ofLicensing 02/07/2013 DEBTOR NAME FILE NUMBER DATEFILED SECUREDPARTY COLLATERALSelect Agendas, Corp. 19568047 Nova ScotiaPPSA20814729 Nova ScotiaPPSAFinancing Statement728764G BritishColumbia PPSAFinancing Statement Searchresults asof02/25/2013 BaysideFinance, LLC,as Agent(BiscayneCommercialFinance, LLC) All present and after acquired personal property of the DebtorSelect Agendas, Corp. 19568054 Nova ScotiaPPSA FinancingStatement Searchresults asof02/25/2013 Wells FargoCapital Finance,LLC asAdministrativeAgent All present and after acquired personal property of the DebtorSax Arts & Crafts, Inc. 21736307 DelawareSecretary of State 05/04/2012 Wells FargoCapital Finance,LLC asAdministrativeAgent All assets of the Debtor, wherever located now owned or existing orhereafter acquired or arising, together with all proceeds thereof. 30430810 DelawareSecretary of State 02/01/2013 Sax Arts & Crafts, Inc. 21781782 DelawareSecretary of State 05/08/2012 BaysideFinance, LLC,as Agent All assets and property of the debtor whether now owned or hereafteracquired, and all products and proceeds thereof. 30505884 DelawareSecretary of State 02/07/2013 Sportime, LLC 21736109 DelawareSecretary of State 05/04/2012 Wells FargoCapital Finance,LLC asAdministrativeAgent All assets of the Debtor, wherever located now owned or existing orhereafter acquired or arising, together with all proceeds thereof. 30430778 DelawareSecretary of State 02/01/2013 Sportime, LLC 21781725 DelawareSecretary of State 05/08/2012 BaysideFinance, LLC,as Agent All assets and property of the debtor whether now owned or hereafteracquired, and all products and proceeds thereof. 30505934 DelawareSecretary of State 02/07/2013 Sportime, LLC Reel/Frame:028275/0517 5/25/2012 BaysideFinance, LLC Patents identified in documentSportime, LLC Reel/Frame:028278/0858 5/29/2012 Wells FargoCapital Finance,LLC, As Agent Patents identified in documentSportime, LLC Reel/Frame:029778/0521 2/08/2013 BaysideFinance, LLC Patents identified in documentSchool Specialty, Inc. Reel/Frame:028275/0511 5/25/2012 BaysideFinance, LLC Patents identified in documentSchool Specialty, Inc. Reel/Frame:028278/0622 5/29/2012 Wells FargoCapital Finance,LLC, As Agent Patents identified in documentSchool Specialty, Inc. Reel/Frame:029778/0514 2/08/2013 BaysideFinance, LLC Patents identified in documentChildcraft EducationCorp. Reel/Frame:028275/0525 5/25/2012 BaysideFinance, LLC Patents identified in documentChildcraft EducationCorp. Reel/Frame:028278/0716 5/29/2012 Wells FargoCapital Finance,LLC, As Agent Patents identified in documentChildcraft EducationCorp. Reel/Frame:029778/0488 2/08/2013 BaysideFinance, LLC Patents identified in documentDEBTOR NAME FILE NUMBER DATEFILED SECURED PARTY COLLATERALSchool Specialty, Inc. Reel/Frame:4786/0439 5/25/2012 Bayside Finance,LLC Trademarks identified in documentSchool Specialty, Inc. Reel/Frame:4792/0518 6/04/2012 Wells FargoCapital Finance,LLC, As Agent Trademarks identified in documentSchool Specialty, Inc. Reel/Frame:4826/0140 7/20/2012 Bayside Finance,LLC Trademarks identified in documentSchool Specialty, Inc. Reel/Frame:4945/0281 1/17/2013 Bayside Finance,LLC Trademarks identified in documentSchool Specialty, Inc. Reel/Frame:4957/0797 2/08/2013 Bayside Finance,LLC Trademarks identified in documentChildcraft Education Corp. Reel/Frame:4788/0372 5/25/2012 Bayside Finance,LLC Trademarks identified in documentChildcraft Education Corp. Reel/Frame:4794/0045 6/04/2012 Wells FargoCapital Finance,LLC, As Agent Trademarks identified in documentCalifone International, Inc. Reel/Frame:4788/0378 5/25/2012 Bayside Finance,LLC Trademarks identified in documentCalifone International, Inc. Reel/Frame:4794/0077 6/04/2012 Wells FargoCapital Finance,LLC, As Agent Trademarks identified in documentCalifone International, Inc. Reel/Frame:4958/0435 2/08/2013 Bayside Finance,LLC Trademarks identified in documentClassroomDirect.com, LLC Reel/Frame:4788/0384 5/25/2012 Bayside Finance,LLC Trademarks identified in documentClassroomDirect.com, LLC Reel/Frame:4790/0214 5/29/2012 Wells FargoCapital Finance,LLC, As Agent Trademarks identified in documentClassroomDirect.com, LLC Reel/Frame:4958/0606 2/08/2013 Bayside Finance,LLC Trademarks identified in documentSax Arts & Crafts, Inc. Reel/Frame:4788/0401 5/25/2012 Bayside Finance,LLC Trademarks identified in documentSax Arts & Crafts, Inc. Reel/Frame:4790/0236 5/29/2012 Wells FargoCapital Finance,LLC, As Agent Trademarks identified in documentSax Arts & Crafts, Inc. Reel/Frame:4958/0679 2/08/2013 Bayside Finance,LLC Trademarks identified in documentDelta Education, LLC Reel/Frame:4788/0456 5/25/2012 Bayside Finance,LLC Trademarks identified in documentDelta Education, LLC Reel/Frame:4790/0555 5/29/2012 Wells FargoCapital Finance,LLC, As Agent Trademarks identified in documentDelta Education, LLC Reel/Frame:4958/0597 2/08/2013 Bayside Finance,LLC Trademarks identified in documentPremier Agendas, Inc. Reel/Frame:4788/0479 5/25/2012 Bayside Finance,LLC Trademarks identified in documentPremier Agendas, Inc. Reel/Frame:4794/0017 6/04/2012 Wells FargoCapital Finance,LLC, As Agent Trademarks identified in documentPremier Agendas, Inc. Reel/Frame:4823/0952 7/18/2012 Bayside Finance,LLC Trademarks identified in documentPremier Agendas, Inc. Reel/Frame:4958/0660 2/08/2013 Bayside Finance,LLC Trademarks identified in documentDEBTOR NAME FILE NUMBER DATEFILED SECURED PARTY COLLATERALSportime, LLC Reel/Frame: 4788/0485 5/25/2012 Bayside Finance,LLC Trademarks identified in documentSportime, LLC Reel/Frame: 4790/0244 5/29/2012 Wells FargoCapital Finance,LLC, As Agent Trademarks identified in documentSportime, LLC Reel/Frame: 4826/0144 7/20/2012 Bayside Finance,LLC Trademarks identified in documentSportime, LLC Reel/Frame:4958/0766 2/08/2013 Bayside Finance,LLC Trademarks identified in documentSchool Specialty, Inc. 6/1/2012 Bayside Finance,LLC Copyrights identified in documentChildcraft Education Corp. 6/1/2012 Bayside Finance,LLC Copyrights identified in documentSax Arts & Crafts, LLC 6/1/2012 Bayside Finance,LLC Copyrights identified in documentDelta Education, LLC 6/1/2012 Bayside Finance,LLC Copyrights identified in documentPremier Agendas, Inc. 6/1/2012 Bayside Finance,LLC Copyrights identified in documentSportime, LLC 6/4/2012 Bayside Finance,LLC Copyrights identified in documentSchool Specialty, Inc. 6/4/2012 Wells FargoCapital Finance,LLC, As Agent Copyrights identified in documentChildcraft Education Corp. 6/4/2012 Wells FargoCapital Finance,LLC, As Agent Copyrights identified in documentSax Arts & Crafts, LLC 6/4/2012 Wells FargoCapital Finance,LLC, As Agent Copyrights identified in documentDelta Education, LLC 6/4/2012 Wells FargoCapital Finance,LLC, As Agent Copyrights identified in documentPremier Agendas, Inc. 6/4/2012 Wells FargoCapital Finance,LLC, As Agent Copyrights identified in documentSportime, LLC 6/4/2012 Wells FargoCapital Finance,LLC, As Agent Copyrights identified in documentLiens on funds in Business Money Market Account No. in the name of School Specialty, Inc., maintained at Comerica Bank (the “Comerica Account”) andall identifiable proceeds of the Comerica Account, which total $1,458,537.10 as of the Petition Date, plus post-petition interest accruing on the ComericaAccount, which funds secure the reimbursement obligations of School Specialty, Inc. to Comerica Bank under the Letter of Credit Applications andReimbursement Agreements, or otherwise, for any draws under Comerica Bank letter of credit no. 5183 in the amount of $700,000, issued for the benefit ofDEI CSEP or Comerica Bank letter of credit no. 5184 in the amount of $755,000, issued for the benefit of Travelers Insurance Company.Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing on real property owned by School Specialty, Inc. dated May 22, 2012 infavor of Bayside Finance, LLC, as Agent Recorded on May 24, 2012 in Book 1246 pages 1811-1824 in the Register of Deeds of Saline County, Kansas.Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing on real property owned by School Specialty, Inc. dated May 22, 2012 infavor of Wells Fargo Capital Finance, LLC as Administrative Agent Recorded on May 24, 2012 in Book 1246 pages 1798-1810 in the Register of Deeds ofSaline County, Kansas.Exhibit 10.36EXECUTION VERSION AMENDMENT NO. 1Dated as of April 12, 2013to theSENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSIONCREDIT AGREEMENTDated as of February 27, 2013amongSCHOOL SPECIALTY, INC.,CLASSROOMDIRECT.COM, LLC,DELTA EDUCATION, LLC,SPORTIME, LLC,CHILDCRAFT EDUCATION CORP.,BIRD-IN-HAND WOODWORKS, INC.,CALIFONE INTERNATIONAL, INC.,andPREMIER AGENDAS, INC.,as Borrowers,SELECT AGENDAS, CORP.,FREY SCIENTIFIC, INC.,andSAX ARTS & CRAFTS, INC.,as Guarantors,THE LENDERS,as defined herein,andU.S. BANK NATIONAL ASSOCIATION,as Administrative Agent and as Collateral Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Defined Terms 2 ARTICLE II AMENDMENTS TO EXISTING CREDIT AGREEMENT 2 Section 2.1 Amendments to the Existing Credit Agreement 2 ARTICLE III CONDITIONS PRECEDENT 4 Section 3.1 Conditions Precedent 4 ARTICLE IV MISCELLANEOUS 5 Section 4.1 Notices 5 Section 4.2 Governing Law; Waiver of Jury Trial 5 Section 4.3 Integration; Inconsistency 5 Section 4.4 Advice from Independent Counsel 5 Section 4.5 Binding Effect; No Assignment by Borrower 5 Section 4.6 Loan Document 5 Section 4.7 Execution in Counterparts 5 Section 4.8 Severability of Provisions 6 Section 4.9 Reaffirmation 6 Section 4.10 No Novation 6 Section 4.11 Payment of Expenses 6 Section 4.12 Conflict 6 -i-AMENDMENT NO. 1toSENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSIONCREDIT AGREEMENTThis AMENDMENT NO. 1 is dated as of April 12, 2013 (this “Amendment”) to the Senior Secured Super Priority Debtor-in-Possession CreditAgreement, dated as of February 27, 2013, entered into by and among School Specialty, Inc., a Wisconsin corporation (“School Specialty” or the“Administrative Borrower”), each of ClassroomDirect.com, LLC, a Delaware limited liability company, Delta Education, LLC, a Delaware limited liabilitycompany, Sportime, LLC, a Delaware limited liability company, Childcraft Education Corp., a New York corporation, Bird-in-Hand Woodworks, Inc. aNew Jersey corporation, Califone International, Inc. a Delaware corporation, and Premier Agendas, Inc., a Washington corporation (collectively, the“Subsidiary Borrowers” and, together with the Administrative Borrower, the “Borrowers”), Select Agendas, Corp., a Nova Scotia unlimited liabilitycompany, Frey Scientific, Inc. and Sax Arts & Crafts, Inc., each a Delaware corporation, each as a Guarantor, each Subsidiary of the AdministrativeBorrower (other than the Subsidiary Borrowers) that becomes a Guarantor hereunder and party hereto from time to time in accordance with Section 5.8therein, each of the lenders appearing on the signature pages hereof, together with such other lenders as may from time to time become a party to thisAmendment pursuant to the terms and conditions of Article VIII thereof (collectively, the “Lenders”), and U.S. Bank National Association (“U.S. Bank”), inits separate capacity as administrative agent for itself and all other Lenders (in such capacity, together with its successors and assigns, the “AdministrativeAgent”), and in its separate capacity as collateral agent for itself and all other Lenders (in such capacity, together with its successors and assigns, the“Collateral Agent” and, collectively with the Administrative Agent, the “Agent”) (such Senior Secured Super Priority Debtor-in-Possession Credit Agreement asin effect on the date hereof, together with all schedules and exhibits thereto effective on the date hereof, the “Existing Credit Agreement”).RECITALS:A. The Borrowers and Guarantors (other than Select Agendas, Corp.) have commenced a case under Chapter 11 of Title 11 of the United States Code inthe United States Bankruptcy Court for the District of Delaware, and have retained possession of their respective assets and are authorized under theBankruptcy Code to continue the operation of their businesses as debtors-in-possession.B. The Bankruptcy Court has entered an Interim Order and Final Order pursuant to which Administrative Agent and Lenders may make post-petitionterm loans to Borrowers secured by substantially all the assets and properties of the Obligors as set forth in the Interim Order or Final Order, as applicable,and this Amendment.C. The Borrowers, the Guarantors, the Lenders and the Agent are parties to the Existing Credit Agreement and one or more of the Loan Documents.D. The Parties hereto have agreed, upon the terms and subject to the conditions set forth herein, that the Existing Credit Agreement be amended as setforth herein (as so amended, the “Amended Credit Agreement”).NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties, intending to be legally bound, agree as follows:ARTICLE IDEFINITIONSSection 1.1 Defined Terms. Capitalized terms used but not defined herein shall, unless the context otherwise requires, have the meanings assigned tosuch terms in the Amended Credit Agreement.ARTICLE II AMENDMENTSTO EXISTING CREDITAGREEMENTSection 2.1 Amendments to the Existing Credit Agreement.(a) Definition of Additional Funding Dates. Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the definition of “AdditionalFunding Dates” and inserting in lieu thereof the following:“Additional Funding Dates” means (i) not more than two dates after the Initial Borrowing and during the Availability Period on which theBorrowers may borrow Loans under this Agreement in accordance with clause (ii) of Section 2.1 and (ii) not more than one date after the InitialBorrowing and during the Availability Period on which the Borrowers may borrow Loans under this Agreement in accordance with clause (iii) ofSection 2.1.”(b) Definitions of Extended Funding Dates and Extended Funding Date Test Periods. Section 1.1 of the Existing Credit Agreement is hereby amended bydeleting the definitions of “Extended Funding Dates” and “Extended Funding Test Period.”(c) Loans.(i) Section 2.1 of the Existing Credit Agreement is hereby amended by deleting the text of clauses (iii) and (iv) thereof and inserting in lieu thereofthe following:“and (iii) on or after April 25, 2013 an additional borrowing in an aggregate principal amount of $10,000,000 in respect of which a Notice ofBorrowing has been delivered”(ii) Section 2.1 of the Existing Credit Agreement is hereby amended by deleting the text “and Extended Funding Date” from the third to finalsentence thereof. -2(iii) Section 2.1 of the Existing Credit Agreement is hereby amended by deleting the text “or Extended Funding Date” from the penultimate sentencethereof.(d) Procedures for Loans.(i) Section 2.2 of the Existing Credit Agreement is hereby amended by deleting the text “or Extended Funding Date” in each case where it appears inthe second sentence thereof.(ii) Section 2.2 of the Existing Credit Agreement is hereby amended by deleting the text “or $1,000,000 in the aggregate on each such ExtendedFunding Date” and inserting in lieu thereof the following:“pursuant to clause (ii) of Section 2.1 or $10,000,000 for the Additional Funding Date pursuant to clause (iii) of Section 2.1.”(e) Additional Conditions Precedent to Each Loan. Section 3.2(f) of the Existing Credit Agreement is hereby amended by inserting after the word“occurred” and before the comma in the first line thereof the following:“on or after April 12, 2013”(f) Additional Conditions Precedent to Each Loan Made on An Extended Funding Date. Section 3.3 of the Existing Credit Agreement and Section 5.3 ofthe Table of Contents to the Existing Credit Agreement is hereby amended by deleting the text thereof and inserting in lieu thereof the following:“[Intentionally Omitted]”(g) Post-Closing Obligations.(i) Section 5.16 of the Existing Credit Agreement is amended by deleting the period at the end thereof and inserting in lieu thereof the following:“; provided, however, that the Administrative Agent shall (at the direction of the Required Lenders) have the authority to (i) waive any due datewith respect to the delivery of any of the Collateral Access Agreements, (ii) approve the form and substance of any Collateral Access Agreementand (iii) waive the requirement to deliver any Collateral Access Agreement.”(ii) Schedule 5.16 of the Existing Credit Agreement is amended by deleting the second entry in the column under Due Date and inserting in lieuthereof the following:“No later than 60 days after the Closing Date” -3(h) Milestones.(i) Item (ii) of Schedule 5.18 of the Existing Credit Agreement is hereby amended by deleting “44” in the first line thereof and inserting in lieuthereof the following:“56”(ii) Item (iii) of Schedule 5.18 of the Existing Credit Agreement is hereby amended by deleting “48” in the first line thereof and inserting in lieuthereof the following:“59”ARTICLE III CONDITIONSPRECEDENTSection 3.1 Conditions Precedent. This Amendment shall become effective on the date (the “Amendment Effective Date”) that all of the followingconditions have been satisfied.(a) the Administrative Agent (or its counsel) shall have received from the other Parties hereto a counterpart of this Amendment signed on behalf of suchParty.(b) the representations and warranties contained in Article IV of the Amended Credit Agreement shall be true and correct in all material respects (withoutduplication of any materiality qualifier contained herein) as though made on and as of such date (and each Borrower shall be deemed to have so madeeach representation and warranty on and as of such date).(c) no event shall have occurred, or would result from the execution and delivery of this Amendment that, with the giving of notice or lapse of time orboth, if required, constitutes, or would give rise to, a Default or an Event of Default.(d) no injunction, writ, judgment, decree, restraining order, or other order of any nature shall have been issued and remain in force by anyGovernmental Authority or arbitrator against any Obligor, the Agent, any Lender or the ABL DIP Agent or any ABL DIP Credit Lender or letter of creditissuing bank prohibiting or restraining, directly or indirectly, and no other legal bar shall exist directly or indirectly to, the execution and delivery of thisAmendment.(e) The execution and delivery of the Amendment shall not violate any requirement of Applicable Law and shall not be enjoined, temporarily,preliminarily or permanently.(f) The Administrative Borrower shall have notified the ABL DIP Agent and any other parties that require notice pursuant to the Chapter 11 Cases. -4ARTICLE IVMISCELLANEOUSSection 4.1 Notices. All notices hereunder shall be given in accordance with the provisions of Section 10.3 of the Amended Credit Agreement.Section 4.2 Governing Law; Waiver of Jury Trial.(a) Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect tothe choice of law provisions thereof (other than Section 5-1401 of the New York General Obligations Law).(b) WAIVER OF JURY TRIAL. THE OBLIGORS, THE LENDERS AND THE AGENT HEREBY IRREVOCABLY WAIVE ALL RIGHT TOTRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT ORANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER.Section 4.3 Integration; Inconsistency. This Amendment, together with the Loan Documents, comprise the final and complete integration of all priorexpressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to suchsubject matter, superseding all prior oral or written understandings. If any provision of a Loan Document (other than the Intercreditor Agreement) isinconsistent with or conflicts with a comparable or similar provision appearing in this Amendment, the comparable or similar provision in this Amendmentshall govern.Section 4.4 Advice from Independent Counsel. The parties hereto understand that this Amendment is a legally binding agreement that may affect suchparty’s rights. Each party hereto represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significanceof this Amendment and that it is satisfied with its legal counsel and the advice received from it.Section 4.5 Binding Effect; No Assignment by Borrower. This Amendment shall be binding upon and inure to the benefit of the Obligors, the Lenders,the Agent and their respective successors and assigns; provided, however, no Obligor may assign any or all of its rights or obligations hereunder or any of itsinterest herein without the prior written consent of the Administrative Agent and all Lenders.Section 4.6 Loan Document. This Amendment is a Loan Document executed pursuant to the Amended Credit Agreement and shall (unless otherwiseexpressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.Section 4.7 Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered(including by PDF or facsimile transmission, which shall be as effective as delivery of a manually executed counterpart hereof) shall be deemed to be anoriginal and all of which counterparts, taken together, shall constitute but one and the same instrument. -5Section 4.8 Severability of Provisions. Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisions hereof.Section 4.9 Reaffirmation. Each of the Obligors hereby consents to this Amendment and the transactions contemplated hereby, and hereby confirms itsrespective guarantees, pledges, grants of security interests and other agreements, as applicable, under each of the Loan Documents to which it is party, andagrees that notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated hereby, such guarantees, pledges,grants of security interests and other agreements shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the AmendedCredit Agreement. Each of the Obligors further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent toensure compliance by such Obligor with Section 5.14 (“Further Assurances”) of the Amended Credit Agreement and hereby reaffirms its obligations undereach similar provision of each Loan Document to which it is party.Section 4.10 No Novation. Neither this Amendment nor the transactions contemplated hereby shall extinguish the Loans outstanding under the ExistingCredit Agreement or release the Liens granted under the Loan Documents. Nothing herein contained shall be construed as a substitution or novation of theLoans outstanding under the Existing Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby. Each of theExisting Credit Agreement and the other Loan Documents shall remain in full force and effect except to the extent modified hereby or in connection herewith.Section 4.11 Payment of Expenses. The Borrower agrees to pay and reimburse the Administrative Agent and the Lenders for all of its out-of-pocket costsand reasonable expenses incurred to date in connection with this Amendment and the other Loan Documents, including, without limitation, the disbursementsof legal counsel expenses to the Administrative Agent and the Lenders.Section 4.12 Conflict. In the event of a conflict between this Amendment and the Final Order, the Final Order shall govern.[Remainder of Page Intentionally Left Blank] -6IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of thedate first above written. BORROWERS:SCHOOL SPECIALTY, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President and Chief Executive OfficerCLASSROOMDIRECT.COM, LLC,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentDELTA EDUCATION, LLC,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentSPORTIME, LLC,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentCHILDCRAFT EDUCATION CORP.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentBIRD-IN-HAND WOODWORKS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President [Signature Page to DIP First Amendment]CALIFONE INTERNATIONAL, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentPREMIER AGENDAS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentGUARANTORS:SELECT AGENDAS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentFREY SCIENTIFIC, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentSAX ARTS & CRAFTS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President [Signature Page to DIP First Amendment]U.S. BANK NATIONAL ASSOCIATION, as AdministrativeAgent and as Collateral AgentBy: /s/ James A HanleyName: James A HanleyTitle: Vice President [Signature Page to DIP First Amendment]U.S. BANK NATIONAL ASSOCIATION, as AdministrativeAgent and as Collateral AgentBy: /s/ James A HanleyName: James A HanleyTitle: Vice President [Signature Page to DIP First Amendment]LENDERS:J. GOLDMAN MASTER FUND, L.P, as LenderBy: J. GOLDMAN & CO, LP, as investment advisorBy: /s/ Adam J. RebackName: Adam J. RebackTitle: CCO [Signature Page to DIP First Amendment]SHELBY CULLOM DAVIS CHARITABLE FUND, INC.,as LenderBy: /s/ Keith J. SabolName: Keith J. SabolTitle: Portfolio Manager [Signature Page to DIP First Amendment]DAVIS APPRECIATION AND INCOME FUND,as LenderBy: /s/ Keith J. SabolName: Keith J. SabolTitle: Portfolio Manager [Signature Page to DIP First Amendment]HUDSON BAY DISTRESSED MASTER FUNDLLC., as LenderBy: /s/ Charles WinklerName: Charles WinklerTitle: Partner [Signature Page to DIP First Amendment]BULWARKBAY CREDIT OPPORTUNITIES MASTERFUND LTD, as LenderBy: /s/ Michael HammName: Michael HammTitle: Portfolio Manager [Signature Page to DIP First Amendment]ANSON CATALYST MASTER FUND LP, as LenderBy: M5V ADVISORS INC., as advisors to ANSONCATALYST MASTER FUND LPBy: /s/ Adam SpearsName: Adam SpearsTitle: Director [Signature Page to DIP First Amendment]WOLVERINE FLAGSHIP FUND TRADINGLIMITED, as LenderBy: /s/ Ken NadelName: Ken NadelTitle: Chief Operating Officer [Signature Page to DIP First Amendment]BLUE CROSS OF CALIFORNIABy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]Q OPPORTUNITY FUND, LTD., as LenderBy: AMALGAMATED GADGET, L.P. as Investment ManagerBy: SCEPTER HOLDINGS, INC., its General PartnerBy: Name: Title: [Signature Page to DIP First Amendment]CATHOLIC MUTUAL RELIEF SOCIETY OF AMERICABy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]THE CATHOLIC MUTUAL RELIEF SOCIETYRETIREMENT PLAN AND TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]THE CATHOLIC RELIEF INSURANCE COMPANY OFAMERICABy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]CENTURY NATIONAL INSURANCE COMPANYBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]DESERET HEALTHCARE EMPLOYEE BENEFITSTRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]DESERET MUTUAL RETIREE MEDICAL & LIFE PLANTRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]DESERET MUTUAL EMPLOYEE PENSIONTRUST By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]DOW RETIREMENT GROUP TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]ALEX GREEN IRABy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]LOCKHEED MARTIN CORPORATION MASTERRETIREMENT TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]NATIONAL RAILROAD RETIREMENTINVESTMENT TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]PROTECTIVE INSURANCE COMPANYBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]THE NORTHERN TRUST AS TRUSTEE OFTHE CENTURYLINK, INC. DEFINED BENEFITMASTER TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]THE NORTHERN TRUST AS TRUSTEE OFTHE CENTURYLINK, INC. DEFINED BENEFITMASTER TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]SAGICOR LIFE INSURANCE COMPANYBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]STARVEST CONVERTIBLE SECURITIES FUNDLTD.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]TEACHERS’ RETIREMENT SYSTEM OF THE CITY OFNEW YORKBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]VIRGINIA RETIREMENT SYSTEMBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]VIRGINIA RETIREMENT SYSTEMBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]WELLMARK INC. (IOWA)By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]WELLMARK OF SOUTH DAKOTA INC.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]ZAZOVE AGGRESSIVE GROWTH FUND, L.P.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]ZAZBOND LLCBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]ZAZOVE CONVERTIBLE SECURITIES FUND, INC.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]ZAZOVE HIGH YIELD CONVERTIBLESECURITIES FUND, L.P.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]EDGEWOOD COMMERCIAL VILLAGE, LLCBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]GLENBROOK PARTNERS LPBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]THE STUART AND PAULA SAGAN FAMILYTRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]THE ZISSIS FAMILY TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP First Amendment]Exhibit 10.37 AMENDMENT NO. 2Dated as of May 3, 2013to theSENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSIONCREDIT AGREEMENTDated as of February 27, 2013amongSCHOOL SPECIALTY, INC.,CLASSROOMDIRECT.COM, LLC,DELTA EDUCATION, LLC,SPORTIME, LLC,CHILDCRAFT EDUCATION CORP.,BIRD-IN-HAND WOODWORKS, INC.,CALIFONE INTERNATIONAL, INC.,andPREMIER AGENDAS, INC.,as Borrowers,SELECT AGENDAS, CORP.,FREY SCIENTIFIC, INC.,andSAX ARTS & CRAFTS, INC.,as Guarantors,THE LENDERS,as defined herein,andU.S. BANK NATIONAL ASSOCIATION,as Administrative Agent and as Collateral Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Defined Terms 2 ARTICLE II AMENDMENTS TO EXISTING CREDIT AGREEMENT 2 Section 2.1 Amendments to the Existing Credit Agreement 2 ARTICLE III CONDITIONS PRECEDENT 3 Section 3.1 Conditions Precedent 3 ARTICLE IV MISCELLANEOUS 4 Section 4.1 Notices 4 Section 4.2 Governing Law; Waiver of Jury Trial 4 Section 4.3 Integration; Inconsistency 4 Section 4.4 Advice from Independent Counsel 4 Section 4.5 Binding Effect; No Assignment by Borrower 4 Section 4.6 Loan Document 4 Section 4.7 Execution in Counterparts 5 Section 4.8 Severability of Provisions 5 Section 4.9 Reaffirmation 5 Section 4.10 No Novation 5 Section 4.11 Payment of Expenses 5 Section 4.12 Conflict 5 -i-AMENDMENT NO. 2toSENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSIONCREDIT AGREEMENTThis AMENDMENT NO. 2 is dated as of May 3, 2013 (this “Amendment”) to the Senior Secured Super Priority Debtor-in-Possession CreditAgreement, dated as of February 27, 2013, entered into by and among School Specialty, Inc., a Wisconsin corporation (“School Specialty” or the“Administrative Borrower”), each of ClassroomDirect.com, LLC, a Delaware limited liability company, Delta Education, LLC, a Delaware limited liabilitycompany, Sportime, LLC, a Delaware limited liability company, Childcraft Education Corp., a New York corporation, Bird-in-Hand Woodworks, Inc. aNew Jersey corporation, Califone International, Inc. a Delaware corporation, and Premier Agendas, Inc., a Washington corporation (collectively, the“Subsidiary Borrowers” and, together with the Administrative Borrower, the “Borrowers”), Select Agendas, Corp., a Nova Scotia unlimited liabilitycompany, Frey Scientific, Inc. and Sax Arts & Crafts, Inc., each a Delaware corporation, each as a Guarantor, each Subsidiary of the AdministrativeBorrower (other than the Subsidiary Borrowers) that becomes a Guarantor hereunder and party hereto from time to time in accordance with Section 5.8therein, each of the lenders appearing on the signature pages hereof, together with such other lenders as may from time to time become a party to thisAmendment pursuant to the terms and conditions of Article VIII thereof (collectively, the “Lenders”), and U.S. Bank National Association (“U.S. Bank”), inits separate capacity as administrative agent for itself and all other Lenders (in such capacity, together with its successors and assigns, the “AdministrativeAgent”), and in its separate capacity as collateral agent for itself and all other Lenders (in such capacity, together with its successors and assigns, the“Collateral Agent” and, collectively with the Administrative Agent, the “Agent”) (such Senior Secured Super Priority Debtor-in-Possession Credit Agreement asin effect on the date hereof, together with all schedules, exhibits and amendments thereto effective on the date hereof, the “Existing Credit Agreement”).RECITALS:A. The Borrowers and Guarantors (other than Select Agendas, Corp.) have commenced a case under Chapter 11 of Title 11 of the United States Code inthe United States Bankruptcy Court for the District of Delaware, and have retained possession of their respective assets and are authorized under theBankruptcy Code to continue the operation of their businesses as debtors-in-possession.B. The Bankruptcy Court has entered an Interim Order and Final Order pursuant to which Administrative Agent and Lenders may make post-petitionterm loans to Borrowers secured by substantially all the assets and properties of the Obligors as set forth in the Interim Order or Final Order, as applicable,and this Amendment.C. The Borrowers, the Guarantors, the Lenders and the Agent are parties to the Existing Credit Agreement and one or more of the Loan Documents.D. The Parties hereto have agreed, upon the terms and subject to the conditions set forth herein, that the Existing Credit Agreement be amended as setforth herein (as so amended, the “Amended Credit Agreement”).NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties, intending to be legally bound, agree as follows:ARTICLE IDEFINITIONSSection 1.1 Defined Terms. Capitalized terms used but not defined herein shall, unless the context otherwise requires, have the meanings assigned tosuch terms in the Amended Credit Agreement.ARTICLE IIAMENDMENTS TO EXISTINGCREDIT AGREEMENTSection 2.1 Amendments to the Existing Credit Agreement.(a) Repayment of Loans; Representations; Joint and Several Liability. Section 2.5(a) of the Existing Credit Agreement is hereby amended by deleting thetext thereof and inserting in lieu thereof the following:“The Borrowers hereby unconditionally promise to pay to the Administrative Agent for itself and the account of each Lender in cash in Dollars inimmediately available funds the then unpaid amount of each Loan and any other Obligations on the Maturity Date, or on such prior date as may berequired by the terms of this Agreement (including, without limitation, upon the Termination Date); provided, however, that to the extent the Borrowersare unable to pay the Obligations in full and in cash upon the effective date of the Borrower’s plan of reorganization as required bySection 1129(a)(9)(A) of the Bankruptcy Code and Section 8.12 of the ABL DIP Credit Agreement, the Lenders will, notwithstanding anything hereinto the contrary, accept alternative consideration in the form of capital stock of reorganized School Specialty for that portion of the Obligations that cannotbe paid to the Lenders in cash; provided, further, however, that the amount and terms of such consideration alternative must be satisfactory to theRequired Lenders in their sole discretion.”(b) Post-Closing Obligations. Schedule 5.16 of the Existing Credit Agreement is amended by deleting the second entry in the column under Due Date andinserting in lieu thereof the following:“No later than May 31, 2013” -2-(c) Milestones.(i) Item (ii) of Schedule 5.18 of the Existing Credit Agreement is hereby amended by deleting “56” in the first line thereof and inserting in lieuthereof the following:“58”(ii) Item (iii) of Schedule 5.18 of the Existing Credit Agreement is hereby amended by deleting “59” in the first line thereof and inserting in lieuthereof the following:“62”(iii) Item (vi) of Schedule 5.18 of the Existing Credit Agreement is hereby amended by deleting “80” in the first line thereof and inserting in lieuthereof the following:“84”ARTICLE IIICONDITIONS PRECEDENTSection 3.1 Conditions Precedent. This Amendment shall become effective on the date (the “Amendment Effective Date”) that all of the followingconditions have been satisfied.(a) the Administrative Agent (or its counsel) shall have received from the other Parties hereto a counterpart of this Amendment signed on behalf of suchParty.(b) the representations and warranties contained in Article IV of the Amended Credit Agreement shall be true and correct in all material respects (withoutduplication of any materiality qualifier contained herein) as though made on and as of such date (and each Borrower shall be deemed to have so madeeach representation and warranty on and as of such date).(c) no event shall have occurred, or would result from the execution and delivery of this Amendment that, with the giving of notice or lapse of time orboth, if required, constitutes, or would give rise to, a Default or an Event of Default.(d) no injunction, writ, judgment, decree, restraining order, or other order of any nature shall have been issued and remain in force by anyGovernmental Authority or arbitrator against any Obligor, the Agent, any Lender or the ABL DIP Agent or any ABL DIP Credit Lender or letter of creditissuing bank prohibiting or restraining, directly or indirectly, and no other legal bar shall exist directly or indirectly to, the execution and delivery of thisAmendment.(e) The execution and delivery of the Amendment shall not violate any requirement of Applicable Law and shall not be enjoined, temporarily,preliminarily or permanently. -3-(f) The Administrative Borrower shall have notified the ABL DIP Agent and any other parties that require notice pursuant to the Chapter 11 Cases.ARTICLE IVMISCELLANEOUSSection 4.1 Notices. All notices hereunder shall be given in accordance with the provisions of Section 10.3 of the Amended Credit Agreement.Section 4.2 Governing Law; Waiver of Jury Trial.(a) Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect tothe choice of law provisions thereof (other than Section 5-1401 of the New York General Obligations Law).(b) WAIVER OF JURY TRIAL. THE OBLIGORS, THE LENDERS AND THE AGENT HEREBY IRREVOCABLY WAIVE ALL RIGHT TOTRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT ORANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER.Section 4.3 Integration; Inconsistency. This Amendment, together with the Loan Documents, comprise the final and complete integration of all priorexpressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to suchsubject matter, superseding all prior oral or written understandings. If any provision of a Loan Document (other than the Intercreditor Agreement) isinconsistent with or conflicts with a comparable or similar provision appearing in this Amendment, the comparable or similar provision in this Amendmentshall govern.Section 4.4 Advice from Independent Counsel. The parties hereto understand that this Amendment is a legally binding agreement that may affect suchparty’s rights. Each party hereto represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significanceof this Amendment and that it is satisfied with its legal counsel and the advice received from it.Section 4.5 Binding Effect; No Assignment by Borrower. This Amendment shall be binding upon and inure to the benefit of the Obligors, the Lenders,the Agent and their respective successors and assigns; provided, however, no Obligor may assign any or all of its rights or obligations hereunder or any of itsinterest herein without the prior written consent of the Administrative Agent and all Lenders.Section 4.6 Loan Document. This Amendment is a Loan Document executed pursuant to the Amended Credit Agreement and shall (unless otherwiseexpressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. -4-Section 4.7 Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered(including by PDF or facsimile transmission, which shall be as effective as delivery of a manually executed counterpart hereof) shall be deemed to be anoriginal and all of which counterparts, taken together, shall constitute but one and the same instrument.Section 4.8 Severability of Provisions. Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisions hereof.Section 4.9 Reaffirmation. Each of the Obligors hereby consents to this Amendment and the transactions contemplated hereby, and hereby confirms itsrespective guarantees, pledges, grants of security interests and other agreements, as applicable, under each of the Loan Documents to which it is party, andagrees that notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated hereby, such guarantees, pledges,grants of security interests and other agreements shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the AmendedCredit Agreement. Each of the Obligors further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent toensure compliance by such Obligor with Section 5.14 (“Further Assurances”) of the Amended Credit Agreement and hereby reaffirms its obligations undereach similar provision of each Loan Document to which it is party.Section 4.10 No Novation. Neither this Amendment nor the transactions contemplated hereby shall extinguish the Loans outstanding under the ExistingCredit Agreement or release the Liens granted under the Loan Documents. Nothing herein contained shall be construed as a substitution or novation of theLoans outstanding under the Existing Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby. Each of theExisting Credit Agreement and the other Loan Documents shall remain in full force and effect except to the extent modified hereby or in connection herewith.Section 4.11 Payment of Expenses. The Borrower agrees to pay and reimburse the Administrative Agent and the Lenders for all of its out-of-pocket costsand reasonable expenses incurred to date in connection with this Amendment and the other Loan Documents, including, without limitation, the disbursementsof legal counsel expenses to the Administrative Agent and the Lenders.Section 4.12 Conflict. In the event of a conflict between this Amendment and the Final Order, the Final Order shall govern.[Remainder of Page Intentionally Left Blank] -5-IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of thedate first above written. BORROWERS:SCHOOL SPECIALTY, INC.,By: /s/ Michael P. Lavelle Name: Michael P. LavelleTitle: President and Chief Executive OfficerCLASSROOMDIRECT.COM, LLC,By: /s/ Michael P. Lavelle Name: Michael P. LavelleTitle: PresidentDELTA EDUCATION, LLC,By: /s/ Michael P. Lavelle Name: Michael P. LavelleTitle: Executive Vice PresidentSPORTIME, LLC,By: /s/ Michael P. Lavelle Name: Michael P. LavelleTitle: PresidentCHILDCRAFT EDUCATION CORP.,By: /s/ Michael P. Lavelle Name: Michael P. LavelleTitle: PresidentBIRD-IN-HAND WOODWORKS, INC.,By: /s/ Michael P. Lavelle Name: Michael P. LavelleTitle: President[Signature Page to DIP Second Amendment]CALIFONE INTERNATIONAL, INC.,By: /s/ Michael P. Lavelle Name: Michael P. LavelleTitle: Executive Vice PresidentPREMIER AGENDAS, INC.,By: /s/ Michael P. Lavelle Name: Michael P. LavelleTitle: Executive Vice PresidentGUARANTORS:SELECT AGENDAS, INC.,By: /s/ Michael P. Lavelle Name: Michael P. LavelleTitle: PresidentFREY SCIENTIFIC, INC.,By: /s/ Michael P. Lavelle Name: Michael P. LavelleTitle: Executive Vice PresidentSAX ARTS & CRAFTS, INC.,By: /s/ Michael P. Lavelle Name: Michael P. LavelleTitle: President[Signature Page to DIP Second Amendment]U.S. BANK NATIONAL ASSOCIATION, asAdministrative Agent and as Collateral AgentBy: /s/ James A Hanley Name: James A HanleyTitle: Vice President[Signature Page to DIP Second Amendment]LENDERS:DG VALUE PARTNERS II MASTER FUND, L.P.,as LenderBy: /s/ Dov Gertzulin Name: Dov GertzulinTitle: Managing Member[Signature Page to DIP Second Amendment]DG VALUE PARTNERS, L.P., as LenderBy: /s/ Dov Gertzulin Name: Dov GertzulinTitle: Managing Member[Signature Page to DIP Second Amendment]SPECIAL SITUATIONS LLC, as LenderBy: /s/ Dov Gertzulin Name: Dov GertzulinTitle: Managing Member[Signature Page to DIP Second Amendment]SPECIAL SITUATIONS X LLC, as LenderBy: /s/ Dov Gertzulin Name: Dov GertzulinTitle: Managing Member[Signature Page to DIP Second Amendment]J. GOLDMAN MASTER FUND, L.P, as LenderBy: J. GOLDMAN & CO, LP, as investment advisorBy: /s/ Albert R. Seebo Name: Albert R. SeeboTitle: CFO[Signature Page to DIP Second Amendment]DAVIS APPRECIATION AND INCOME FUND,as LenderBy: /s/ Keith J. Sabol Name: Keith J. SabolTitle: Portfolio Manager[Signature Page to DIP Second Amendment]SHELBY CULLOM DAVIS CHARITABLE FUND, INC.,as LenderBy: /s/ Keith J. Sabol Name Keith J. SabolTitle: Portfolio Manager[Signature Page to DIP Second Amendment]AG ONCON, LLC, as LenderBY: Angelo, Gordon & Co., L.P., its managerBy: /s/ Michael L. Gordon Name: Michael L. GordonTitle: CIO[Signature Page to DIP Second Amendment]AG OFCON, LTD., as LenderBY: Angelo, Gordon & Co., L.P., its managerBy: /s/ Michael L. Gordon Name: Michael L. GordonTitle: CIO[Signature Page to DIP Second Amendment]HUDSON BAY DISTRESSED MASTER FUNDLLC., as LenderBy: /s/ Marc Sole Name: Marc SoleTitle: Authorized Signatory[Signature Page to DIP Second Amendment]WOLVERINE FLAGSHIP FUND TRADINGLIMITED, as LenderBy: /s/ Ken Nadel Name: Ken NadelTitle: Authorized Signatory[Signature Page to DIP Second Amendment]BULWARKBAY CREDIT OPPORTUNITIESMASTER FUND LTD, as LenderBy: /s/ Michael Hanna Name: Michael HannaTitle: Portfolio Manager[Signature Page to DIP Second Amendment] 20STEEL EXCEL INC., as LenderBy: /s/ Jack Howard Name: Jack HowardTitle: Vice Chairman[Signature Page to DIP Second Amendment]ANSON CATALYST MASTER FUND LP,as Lender By: M5V ADVISORS INC., as advisors to ANSONCATALYST MASTER FUND LPBy: /s/ Jay Lubinsky Name: Jay LubinskyTitle: Principal[Signature Page to DIP Second Amendment]SCOGGIN INTERNATIONAL FUND, LTD.,as LenderBy: /s/ Dev Chodry Name: Dev ChodryTitle: Authorized Signatory[Signature Page to DIP Second Amendment]SCOGGIN CAPITAL MANAGEMENT II LLC,as LenderBy: /s/ Dev Chodry Name: Dev ChodryTitle: Authorized Signatory[Signature Page to DIP Second Amendment]SCOGGIN WORLDWIDE FUND, LTD.,as LenderBy: /s/ Dev ChodryName: Dev ChodryTitle: Authorized Signatory[Signature Page to DIP Second Amendment]Q OPPORTUNITY FUND, LTD., as LenderBy: AMALGAMATED GADGET, L.P. asInvestment ManagerBy: SCEPTER HOLDINGS, INC., its GeneralPartnerBy: /s/ Noel Nesser Name: Noel NesserTitle: CFO[Signature Page to DIP Second Amendment]BLUE CROSS OF CALIFORNIABy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]CATHOLIC MUTUAL RELIEF SOCIETY OF AMERICABy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]THE CATHOLIC MUTUAL RELIEF SOCIETYRETIREMENT PLAN AND TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]THE CATHOLIC RELIEF INSURANCECOMPANY OF AMERICABy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]CENTURY NATIONAL INSURANCE COMPANYBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]DESERET HEALTHCARE EMPLOYEEBENEFITS TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]DESERET MUTUAL RETIREE MEDICAL & LIFEPLAN TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]DESERET MUTUAL EMPLOYEE PENSIONTRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]DOW RETIREMENT GROUP TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]LOCKHEED MARTIN CORPORATION MASTERRETIREMENT TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]NATIONAL RAILROAD RETIREMENTINVESTMENT TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]PROTECTIVE INSURANCE COMPANYBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]THE NORTHERN TRUST AS TRUSTEE OFTHE CENTURYLINK, INC. DEFINED BENEFITMASTER TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]THE NORTHERN TRUST AS TRUSTEE OFTHE CENTURYLINK, INC. DEFINED BENEFITMASTER TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]SAGICOR LIFE INSURANCE COMPANYBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]STARVEST CONVERTIBLE SECURITIES FUNDLTD.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]TEACHERS’ RETIREMENT SYSTEM OF THECITY OF NEW YORKBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]VIRGINIA RETIREMENT SYSTEMBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]WELLMARK INC. (IOWA)By: ZAZOV\E ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]WELLMARK OF SOUTH DAKOTA INC.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]ZAZOVE AGGRESSIVE GROWTH FUND, L.P.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]ZAZBOND LLCBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]ZAZOVE CONVERTIBLE SECURITIES FUND,INC.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]ZAZOVE HIGH YIELD CONVERTIBLESECURITIES FUND, L.P.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]EDGEWOOD COMMERCIAL VILLAGE, LLCBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]GLENBROOK PARTNERS LPBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]THE STUART AND PAULA SAGAN FAMILYTRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]THE ZISSIS FAMILY TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. Kleiman Name: Steven M. KleimanTitle: Chief Operating Officer[Signature Page to DIP Second Amendment]Exhibit 10.38 AMENDMENT NO. 3Dated as of May 21, 2013to theSENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSIONCREDIT AGREEMENTDated as of February 27, 2013amongSCHOOL SPECIALTY, INC.,CLASSROOMDIRECT.COM, LLC,DELTA EDUCATION, LLC,SPORTIME, LLC,CHILDCRAFT EDUCATION CORP.,BIRD-IN-HAND WOODWORKS, INC.,CALIFONE INTERNATIONAL, INC.,andPREMIER AGENDAS, INC.,as Borrowers,SELECT AGENDAS, CORP.,FREY SCIENTIFIC, INC.,andSAX ARTS & CRAFTS, INC.,as Guarantors,THE LENDERS,as defined herein,andU.S. BANK NATIONAL ASSOCIATION,as Administrative Agent and as Collateral Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Defined Terms 2 ARTICLE II AMENDMENT TO EXISTING CREDIT AGREEMENT 2 Section 2.1 Amendment to Schedule 5.18 (Milestones) of the Existing Credit Agreement 2 ARTICLE III CONDITIONS PRECEDENT 2 Section 3.1 Conditions Precedent 2 ARTICLE IV MISCELLANEOUS 3 Section 4.1 Notices 3 Section 4.2 Governing Law; Waiver of Jury Trial 3 Section 4.3 Integration; Inconsistency 3 Section 4.4 Advice from Independent Counsel 3 Section 4.5 Binding Effect; No Assignment by Borrower 3 Section 4.6 Loan Document 3 Section 4.7 Execution in Counterparts 4 Section 4.8 Severability of Provisions 4 Section 4.9 Reaffirmation 4 Section 4.10 No Novation 4 Section 4.11 Payment of Expenses 4 Section 4.12 Conflict 4 -i-AMENDMENT NO. 3toSENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSIONCREDIT AGREEMENTThis AMENDMENT NO. 3 is dated as of May 21, 2013 (this “Amendment”) to the Senior Secured Super Priority Debtor-in-Possession CreditAgreement, dated as of February 27, 2013, entered into by and among School Specialty, Inc., a Wisconsin corporation (“School Specialty” or the“Administrative Borrower”), each of ClassroomDirect.com, LLC, a Delaware limited liability company, Delta Education, LLC, a Delaware limited liabilitycompany, Sportime, LLC, a Delaware limited liability company, Childcraft Education Corp., a New York corporation, Bird-in-Hand Woodworks, Inc. aNew Jersey corporation, Califone International, Inc. a Delaware corporation, and Premier Agendas, Inc., a Washington corporation (collectively, the“Subsidiary Borrowers” and, together with the Administrative Borrower, the “Borrowers”), Select Agendas, Corp., a Nova Scotia unlimited liabilitycompany, Frey Scientific, Inc. and Sax Arts & Crafts, Inc., each a Delaware corporation, each as a Guarantor, each Subsidiary of the AdministrativeBorrower (other than the Subsidiary Borrowers) that becomes a Guarantor hereunder and party hereto from time to time in accordance with Section 5.8therein, each of the lenders appearing on the signature pages hereof, together with such other lenders as may from time to time become a party to thisAmendment pursuant to the terms and conditions of Article VIII thereof (collectively, the “Lenders”), and U.S. Bank National Association (“U.S. Bank”), inits separate capacity as administrative agent for itself and all other Lenders (in such capacity, together with its successors and assigns, the “AdministrativeAgent”), and in its separate capacity as collateral agent for itself and all other Lenders (in such capacity, together with its successors and assigns, the“Collateral Agent” and, collectively with the Administrative Agent, the “Agent”) (such Senior Secured Super Priority Debtor-in-Possession Credit Agreement asin effect on the date hereof, together with all schedules, exhibits and amendments thereto effective on the date hereof, the “Existing Credit Agreement”).RECITALS:A. The Borrowers and Guarantors (other than Select Agendas, Corp.) have commenced a case under Chapter 11 of Title 11 of the United States Code inthe United States Bankruptcy Court for the District of Delaware, and have retained possession of their respective assets and are authorized under theBankruptcy Code to continue the operation of their businesses as debtors-in-possession.B. The Bankruptcy Court has entered an Interim Order and Final Order pursuant to which Administrative Agent and Lenders may make post-petitionterm loans to Borrowers secured by substantially all the assets and properties of the Obligors as set forth in the Interim Order or Final Order, as applicable,and this Amendment.C. The Borrowers, the Guarantors, the Lenders and the Agent are parties to the Existing Credit Agreement and one or more of the Loan Documents.D. The Parties hereto have agreed, upon the terms and subject to the conditions set forth herein, that the Existing Credit Agreement be amended as setforth herein (as so amended, the “Amended Credit Agreement”).NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties, intending to be legally bound, agree as follows:ARTICLE IDEFINITIONSSection 1.1 Defined Terms. Capitalized terms used but not defined herein shall, unless the context otherwise requires, have the meanings assigned tosuch terms in the Amended Credit Agreement.ARTICLE IIAMENDMENT TO EXISTINGCREDIT AGREEMENTSection 2.1 Amendment to Schedule 5.18 (Milestones) of the Existing Credit Agreement. Item (vi) of Schedule 5.18 of the Existing Credit Agreement ishereby amended by deleting the number “84” in the first line thereof and inserting the number “91” in lieu thereof.ARTICLE IIICONDITIONS PRECEDENTSection 3.1 Conditions Precedent. This Amendment shall become effective on the date (the “Amendment Effective Date”) that all of the followingconditions have been satisfied.(a) the Administrative Agent (or its counsel) shall have received from the other Parties hereto a counterpart of this Amendment signed on behalf of suchParty.(b) the representations and warranties contained in Article IV of the Amended Credit Agreement shall be true and correct in all material respects (withoutduplication of any materiality qualifier contained herein) as though made on and as of such date (and each Borrower shall be deemed to have so madeeach representation and warranty on and as of such date).(c) no event shall have occurred, or would result from the execution and delivery of this Amendment that, with the giving of notice or lapse of time orboth, if required, constitutes, or would give rise to, a Default or an Event of Default.(d) no injunction, writ, judgment, decree, restraining order, or other order of any nature shall have been issued and remain in force by anyGovernmental Authority or arbitrator against any Obligor, the Agent, any Lender or the ABL DIP Agent or any ABL DIP Credit Lender or letter of creditissuing bank prohibiting or restraining, directly or indirectly, and no other legal bar shall exist directly or indirectly to, the execution and delivery of thisAmendment. -2-(e) The execution and delivery of the Amendment shall not violate any requirement of Applicable Law and shall not be enjoined, temporarily,preliminarily or permanently.(f) The Administrative Borrower shall have notified the ABL DIP Agent and any other parties that require notice pursuant to the Chapter 11 Cases.ARTICLE IVMISCELLANEOUSSection 4.1 Notices. All notices hereunder shall be given in accordance with the provisions of Section 10.3 of the Amended Credit Agreement.Section 4.2 Governing Law; Waiver of Jury Trial.(a) Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect tothe choice of law provisions thereof (other than Section 5-1401 of the New York General Obligations Law).(b) WAIVER OF JURY TRIAL. THE OBLIGORS, THE LENDERS AND THE AGENT HEREBY IRREVOCABLY WAIVE ALL RIGHT TOTRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT ORANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER.Section 4.3 Integration; Inconsistency. This Amendment, together with the Loan Documents, comprise the final and complete integration of all priorexpressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to suchsubject matter, superseding all prior oral or written understandings. If any provision of a Loan Document (other than the Intercreditor Agreement) isinconsistent with or conflicts with a comparable or similar provision appearing in this Amendment, the comparable or similar provision in this Amendmentshall govern.Section 4.4 Advice from Independent Counsel. The parties hereto understand that this Amendment is a legally binding agreement that may affect suchparty’s rights. Each party hereto represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significanceof this Amendment and that it is satisfied with its legal counsel and the advice received from it.Section 4.5 Binding Effect; No Assignment by Borrower. This Amendment shall be binding upon and inure to the benefit of the Obligors, the Lenders,the Agent and their respective successors and assigns; provided, however, no Obligor may assign any or all of its rights or obligations hereunder or any of itsinterest herein without the prior written consent of the Administrative Agent and all Lenders.Section 4.6 Loan Document. This Amendment is a Loan Document executed pursuant to the Amended Credit Agreement and shall (unless otherwiseexpressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. -3-Section 4.7 Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered(including by PDF or facsimile transmission, which shall be as effective as delivery of a manually executed counterpart hereof) shall be deemed to be anoriginal and all of which counterparts, taken together, shall constitute but one and the same instrument.Section 4.8 Severability of Provisions. Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisions hereof.Section 4.9 Reaffirmation. Each of the Obligors hereby consents to this Amendment and the transactions contemplated hereby, and hereby confirms itsrespective guarantees, pledges, grants of security interests and other agreements, as applicable, under each of the Loan Documents to which it is party, andagrees that notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated hereby, such guarantees, pledges,grants of security interests and other agreements shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the AmendedCredit Agreement. Each of the Obligors further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent toensure compliance by such Obligor with Section 5.14 (“Further Assurances”) of the Amended Credit Agreement and hereby reaffirms its obligations undereach similar provision of each Loan Document to which it is party.Section 4.10 No Novation. Neither this Amendment nor the transactions contemplated hereby shall extinguish the Loans outstanding under the ExistingCredit Agreement or release the Liens granted under the Loan Documents. Nothing herein contained shall be construed as a substitution or novation of theLoans outstanding under the Existing Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby. Each of theExisting Credit Agreement and the other Loan Documents shall remain in full force and effect except to the extent modified hereby or in connection herewith.Section 4.11 Payment of Expenses. The Borrower agrees to pay and reimburse the Administrative Agent and the Lenders for all of its out-of-pocket costsand reasonable expenses incurred to date in connection with this Amendment and the other Loan Documents, including, without limitation, the disbursementsof legal counsel expenses to the Administrative Agent and the Lenders.Section 4.12 Conflict. In the event of a conflict between this Amendment and the Final Order, the Final Order shall govern.[Remainder of Page Intentionally Left Blank] -4-IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of thedate first above written. BORROWERS:SCHOOL SPECIALTY, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President and Chief Executive OfficerCLASSROOMDIRECT.COM, LLC,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentDELTA EDUCATION, LLC,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentSPORTIME, LLC,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentCHILDCRAFT EDUCATION CORP.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentBIRD-IN-HAND WOODWORKS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President [Signature Page to DIP Third Amendment]CALIFONE INTERNATIONAL, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentPREMIER AGENDAS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentGUARANTORS:SELECT AGENDAS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentFREY SCIENTIFIC, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentSAX ARTS & CRAFTS, INC.,By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President [Signature Page to DIP Third Amendment]U.S. BANK NATIONAL ASSOCIATION, asAdministrative Agent and as Collateral AgentBy: /s/ James A. HanleyName: James A. HanleyTitle: Vice President [Signature Page to DIP Third Amendment]LENDERS:DG VALUE PARTNERS II MASTER FUND, L.P.,as LenderBy: Name:Title: [Signature Page to DIP Third Amendment]DG VALUE PARTNERS, L.P., as LenderBy: Name:Title: [Signature Page to DIP Third Amendment]SPECIAL SITUATIONS LLC, as LenderBy: Name:Title: [Signature Page to DIP Third Amendment]SPECIAL SITUATIONS X LLC, as LenderBy: Name:Title: [Signature Page to DIP Third Amendment]J. GOLDMAN MASTER FUND, L.P, as LenderBy: J. GOLDMAN & CO, LP, as investment advisorBy: Name:Title: [Signature Page to DIP Third Amendment]DAVIS APPRECIATION AND INCOME FUND,as LenderBy: Name:Title: [Signature Page to DIP Third Amendment]SHELBY CULLOM DAVIS CHARITABLE FUND,INC., as LenderBy: Name:Title: [Signature Page to DIP Third Amendment]AG ONCON, LLC, as LenderBY: Angelo, Gordon & Co., L.P., its managerBy: Name:Title: [Signature Page to DIP Third Amendment]AG OFCON, LTD., as LenderBY: Angelo, Gordon & Co., L.P., its managerBy: Name:Title: [Signature Page to DIP Third Amendment]HUDSON BAY DISTRESSED MASTER FUNDLLC., as LenderBy: Name:Title: [Signature Page to DIP Third Amendment]WOLVERINE FLAGSHIP FUND TRADINGLIMITED, as LenderBy: Name:Title: [Signature Page to DIP Third Amendment]BULWARKBAY CREDIT OPPORTUNITIESMASTER FUND LTD, as LenderBy: BULWARKBAY INVESTMENT GROUP LLC,its investment managerName:Title: [Signature Page to DIP Third Amendment]STEEL EXCEL INC., as LenderBy: Name:Title: [Signature Page to DIP Third Amendment]ANSON CATALYST MASTER FUND LP,as LenderBy: M5V ADVISORS INC., as advisors to ANSONCATALYST MASTER FUND LPBy: Name:Title: [Signature Page to DIP Third Amendment]SCOGGIN INTERNATIONAL FUND, LTD.,as LenderBy: Name:Title: [Signature Page to DIP Third Amendment]SCOGGIN CAPITAL MANAGEMENT II LLC,as LenderBy: Name:Title: [Signature Page to DIP Third Amendment]SCOGGIN WORLDWIDE FUND, LTD.,as LenderBy: Name:Title: [Signature Page to DIP Third Amendment]Q OPPORTUNITY FUND, LTD., as LenderBy: AMALGAMATED GADGET, L.P. asInvestment ManagerBy: SCEPTER HOLDINGS, INC., its GeneralPartnerBy: Name:Title: [Signature Page to DIP Third Amendment]BLUE CROSS OF CALIFORNIABy: ZAZOVE ASSOCIATES LLCBy: Name: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Third Amendment]CATHOLIC MUTUAL RELIEF SOCIETY OFAMERICABy: ZAZOVE ASSOCIATES LLCBy: Name: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Third Amendment]THE CATHOLIC MUTUAL RELIEF SOCIETYRETIREMENT PLAN AND TRUSTBy: ZAZOVE ASSOCIATES LLCBy: Name: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Third Amendment]THE CATHOLIC RELIEF INSURANCECOMPANY OF AMERICABy: ZAZOVE ASSOCIATES LLCBy: Name: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Third Amendment]CENTURY NATIONAL INSURANCE COMPANYBy: ZAZOVE ASSOCIATES LLCBy: Name: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Third Amendment]DESERET HEALTHCARE EMPLOYEEBENEFITS TRUSTBy: ZAZOVE ASSOCIATES LLCBy: Name: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Third Amendment]DESERET MUTUAL RETIREE MEDICAL & LIFEPLAN TRUSTBy: ZAZOVE ASSOCIATES LLCBy: Name: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Third Amendment]DESERET MUTUAL EMPLOYEE PENSIONTRUSTBy: ZAZOVE ASSOCIATES LLCBy: Name: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Third Amendment]DOW RETIREMENT GROUP TRUSTBy: ZAZOVE ASSOCIATES LLCBy: Name: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Third Amendment]DG VALUE PARTNERS II MASTER FUND, L.P., as LenderBy: /s/ Dov GertzulinName: Dov GertzulinTitle: Managing Member [Signature Page to DIP Agreement]DG VALUE PARTNERS, L.P., as LenderBy: /s/ Dov GertzulinName: Dov GertzulinTitle: Managing Member [Signature Page to DIP Agreement]SPECIAL SITUATIONS LLC, as LenderBy: /s/ Dov GertzulinName: Dov GertzulinTitle: Managing Member [Signature Page to DIP Agreement]SPECIAL SITUATIONS X LLC, as LenderBy: /s/ Dov GertzulinName: Dov GertzulinTitle: Managing Member [Signature Page to DIP Agreement]J. GOLDMAN MASTER FUND, L.P, as LenderBy: /s/ Adam J. RebackName: Adam J. RebackTitle: CCO [Signature Page to DIP Agreement]DAVIS APPRECIATION AND INCOME FUND, as LenderBy: /s/ Keith J. SabolName: Keith J. SabolTitle: Portfolio Manager [Signature Page to DIP Agreement]SHELBY CULLOM DAVIS CHARITABLE FUND, INC.,as LenderBy: /s/ Keith J. SabolName: Keith J. SabolTitle: Portfolio Manager [Signature Page to DIP Agreement]AG ONCON, LLC, as LenderBy: Angelo, Gordon & Co., L.P., its managerBy: /s/ Kirk WickmanName: Kirk WickmanTitle: CAO [Signature Page to DIP Agreement]AG OFCON, LTD., as LenderBy: Angelo, Gordon & Co., L.P., its managerBy: /s/ Kirk WickmanName: Kirk WickmanTitle: CAO [Signature Page to DIP Agreement]HUDSON BAY DISTRESSED MASTER FUND LLC.,as LenderBy: /s/ Charles WinklerName: Charles WinklerTitle: COO [Signature Page to DIP Agreement]WOLVERINE FLAGSHIP FUND TRADING LIMITED,as LenderBy: /s/ Ken NadelName: Ken NadelTitle: Chief Operating Officer [Signature Page to DIP Agreement]BULWARKBAY CREDIT OPPORTUNITIES MASTERFUND LTD, as LenderBy: /s/ Michael HannaName: Michael HannaTitle: Portfolio Manager [Signature Page to DIP Agreement]ANSON CATALYST MASTER FUND LP, as LenderBy: M5V ADVISORS INC., as advisors to ANSONCATALYST MASTER FUND LPBy: /s/ Bruce WinsonName: Bruce WinsonTitle: Director [Signature Page to DIP Agreement]STEEL EXCEL INC., as LenderBy: /s/ Jack HowardName: Jack HowardTitle: Vice Chairman [Signature Page to DIP Agreement]SCOGGIN INTERNATIONAL FUND, LTD., as LenderBy: /s/ Dev ChodryName: Dev ChodryTitle: Authorized Signatory [Signature Page to DIP Agreement]SCOGGIN CAPITAL MANAGEMENT II LLC, as LenderBy: /s/ Dev ChodryName: Dev ChodryTitle: Authorized Signatory [Signature Page to DIP Agreement]SCOGGIN WORLDWIDE FUND, LTD., as LenderBy: /s/ Dev ChodryName: Dev ChodryTitle: Managing Member [Signature Page to DIP Agreement]Q OPPORTUNITY FUND, LTD., as LenderBy: AMALGAMATED GADGET, L.P. as InvestmentManagerBy: SCEPTER HOLDINGS, INC., its General PartnerBy: /s/ Noel NesserName: Noel NesserTitle: CFO [Signature Page to DIP Agreement]BLUE CROSS OF CALIFORNIABy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]ALEX GREEN IRABy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]LOCKHEED MARTIN CORPORATION MASTERRETIREMENT TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating OfficerCATHOLIC MUTUAL RELIEF SOCIETY OF AMERICABy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]THE CATHOLIC MUTUAL RELIEF SOCIETYRETIREMENT PLAN AND TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]THE CATHOLIC RELIEF INSURANCE COMPANY OFAMERICABy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]CENTURY NATIONAL INSURANCE COMPANYBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]DESERET HEALTHCARE EMPLOYEE BENEFITSTRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]DESERET MUTUAL RETIREE MEDICAL & LIFE PLANTRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]DESERET MUTUAL EMPLOYEE PENSION TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]DOW RETIREMENT GROUP TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]NATIONAL RAILROAD RETIREMENT INVESTMENTTRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]PROTECTIVE INSURANCE COMPANYBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]THE NORTHERN TRUST AS TRUSTEE OF THECENTURYLINK, INC. DEFINED BENEFIT MASTERTRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]THE NORTHERN TRUST AS TRUSTEE OF THECENTURYLINK, INC. DEFINED BENEFIT MASTERTRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]SAGICOR LIFE INSURANCE COMPANYBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]STARVEST CONVERTIBLE SECURITIES FUND LTD.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]TEACHERS’ RETIREMENT SYSTEM OF THE CITY OFNEW YORKBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]VIRGINIA RETIREMENT SYSTEMBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]VIRGINIA RETIREMENT SYSTEMBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]WELLMARK INC. (IOWA)By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]WELLMARK OF SOUTH DAKOTA INC.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]ZAZOVE AGGRESSIVE GROWTH FUND, L.P.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]ZAZBOND MASTER LLCBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]ZAZOVE CONVERTIBLE SECURITIES FUND, INC.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]ZAZOVE HIGH YIELD CONVERTIBLE SECURITIESFUND, L.P.By: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]EDGEWOOD COMMERCIAL VILLAGE, LLCBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]GLENBROOK PARTNERS LPBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]THE STUART AND PAULA SAGAN FAMILY TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]THE ZISSIS FAMILY TRUSTBy: ZAZOVE ASSOCIATES LLCBy: /s/ Steven M. KleimanName: Steven M. KleimanTitle: Chief Operating Officer [Signature Page to DIP Agreement]U.S. BANK NATIONAL ASSOCIATION, as AdministrativeAgent and as Collateral AgentBy: /s/ James A HanleyName: James A Hanley [Signature Page to DIP Agreement]Exhibit 10.39Execution Version LOAN AGREEMENTDated as of June 11, 2013 SCHOOL SPECIALTY, INC. andcertain of its Subsidiaries,as Borrowers and Guarantors BANK OF AMERICA, N.A.,as Agent SUNTRUST BANK,as Syndication Agent,MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEDandSUNTRUST ROBINSON HUMPHREY, INC.,as Joint Lead Arrangers and Bookrunners TABLE OF CONTENTS Page Section 1. DEFINITIONS; RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Accounting Terms 40 1.3 Uniform Commercial Code 40 1.4 Certain Matters of Construction 40 1.5 Certain Pro Forma Calculations 41 Section 2. CREDIT FACILITIES 42 2.1 Commitment 42 2.2 Letter of Credit Facility 43 Section 3. INTEREST, FEES AND CHARGES 46 3.1 Interest 46 3.2 Fees 47 3.3 Computation of Interest, Fees, Yield Protection 48 3.4 Reimbursement Obligations 48 3.5 Illegality 49 3.6 Inability to Determine Rates 49 3.7 Increased Costs; Capital Adequacy 49 3.8 Mitigation 50 3.9 Funding Losses 50 3.10 Maximum Interest 51 Section 4. LOAN ADMINISTRATION 51 4.1 Manner of Borrowing and Funding Loans 51 4.2 Defaulting Lender 52 4.3 Number and Amount of LIBOR Loans; Determination of Rate 53 4.4 Borrower Agent 53 4.5 One Obligation 53 4.6 Effect of Termination 53 Section 5. PAYMENTS 53 5.1 General Payment Provisions 53 5.2 Repayment of Loans 54 5.3 Payment of Other Obligations 54 5.4 Marshaling; Payments Set Aside 54 5.5 Application and Allocation of Payments 54 5.6 Dominion Account 55 5.7 Account Stated 55 5.8 Taxes 56 5.9 Lender and Agent Tax Information 57 5.10 Nature and Extent of Each Borrower’s Liability 59 Section 6. CONDITIONS PRECEDENT 61 6.1 Conditions Precedent to Initial Loans 61 6.2 Conditions Precedent to All Credit Extensions 64 Section 7. COLLATERAL 64 7.1 Cash Collateral 64 7.2 Real Estate Collateral 65 7.3 Other Collateral 65 7.4 Limitations 65 7.5 Further Assurances 65 Section 8. COLLATERAL ADMINISTRATION 65 8.1 Borrowing Base Certificates 65 8.2 Administration of Accounts 66 8.3 Administration of Inventory 67 8.4 Administration of Equipment 67 8.5 Administration of Deposit Accounts and Securities Accounts 68 8.6 General Provisions 68 Section 9. REPRESENTATIONS AND WARRANTIES 69 9.1 General Representations and Warranties 69 9.2 Accuracy of Information, Etc. 74 Section 10. COVENANTS AND CONTINUING AGREEMENTS 74 10.1 Affirmative Covenants 74 10.2 Negative Covenants 78 10.3 Financial Covenant. 85 Section 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT 85 11.1 Events of Default 85 11.2 Remedies upon Default 87 11.3 License 87 11.4 Setoff 88 11.5 Remedies Cumulative; No Waiver 88 Section 12. AGENT 88 12.1 Appointment, Authority and Duties of Agent 88 12.2 Agreements Regarding Collateral and Borrower Materials 89 12.3 Reliance By Agent 90 12.4 Action Upon Default 90 12.5 Ratable Sharing 90 12.6 Indemnification 90 12.7 Limitation on Responsibilities of Agent 91 12.8 Successor Agent and Co-Agents 91 12.9 Due Diligence and Non-Reliance 92 12.10 Remittance of Payments and Collections 92 12.11 Individual Capacities 92 12.12 Titles 93 12.13 Bank Product Providers 93 12.14 No Third Party Beneficiaries 93 12.15 Intercreditor Agreement 93 Section 13. BENEFIT OF AGREEMENT; ASSIGNMENTS 93 13.1 Successors and Assigns 93 13.2 Participations 93 13.3 Assignments 94 13.4 Replacement of Certain Lenders 95 Section 14. MISCELLANEOUS 95 14.1 Consents, Amendments and Waivers 95 14.2 Indemnity 96 14.3 Notices and Communications 96 14.4 Performance of Borrowers’ Obligations 97 14.5 Credit Inquiries 98 14.6 Severability 98 14.7 Cumulative Effect; Conflict of Terms 98 14.8 Counterparts; Execution 98 14.9 Entire Agreement 98 14.10 Relationship with Lenders 98 14.11 No Advisory or Fiduciary Responsibility 98 14.12 Confidentiality 99 ii14.13 GOVERNING LAW 99 14.14 Consent to Forum 99 14.15 Waivers by Borrowers 100 14.16 Patriot Act Notice 100 14.17 NO ORAL AGREEMENT 100 14.18 Intercreditor Agreement Governs 100 LIST OF EXHIBITS AND SCHEDULESExhibit A Assignment and AcceptanceExhibit B Assignment NoticeExhibit C Compliance CertificateExhibit D Affiliate Subordination AgreementExhibit E-1 Form of U.S. Tax Compliance CertificateExhibit E-2 Form of U.S. Tax Compliance CertificateExhibit E-3 Form of U.S. Tax Compliance CertificateExhibit E-4 Form of U.S. Tax Compliance CertificateExhibit F Confirmation OrderSchedule 1.1(a) Commitments of LendersSchedule 1.1(b) Excluded SubsidiariesSchedule 1.1(c) Specified Asset DispositionsSchedule 1.1(d) Subsidiary GuarantorsSchedule 1.1(e) Delayed Admin ClaimsSchedule 8.5 Deposit Accounts and Securities AccountsSchedule 8.6.1 Business LocationsSchedule 9.1.4 Names and Capital StructureSchedule 9.1.14 Environmental MattersSchedule 9.1.15 Restrictive AgreementsSchedule 9.1.16 LitigationSchedule 9.1.18 Pension PlansSchedule 9.1.20 Labor ContractsSchedule 10.1.15 Post-Closing MattersSchedule 10.2.1 Existing IndebtednessSchedule 10.2.2 Existing LiensSchedule 10.2.5 Existing InvestmentsSchedule 10.2.17 Existing Affiliate Transactions iiiLOAN AGREEMENTTHIS LOAN AGREEMENT is dated as of June 11, 2013, among SCHOOL SPECIALTY, INC., a Delaware corporation (“Company”), certainSubsidiaries of Company party hereto (collectively, “Subsidiary Borrowers” and each, a “Subsidiary Borrower” and together with Company, collectively,“Borrowers” and each, a “Borrower”), the other Guarantors party hereto, the financial institutions party to this Agreement from time to time as lenders(collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”), SUNTRUST BANK, asSyndication Agent (in such capacity, “Syndication Agent”) and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SUNTRUSTROBINSON HUMPHREY, INC., as Joint Lead Arrangers (in such capacity, “Lead Arrangers”) and as Joint Bookrunners.R E C I T A L S:Borrowers and certain of their respective Subsidiaries (such term and each other capitalized term used but not otherwise defined in this introductorystatement having the meaning specified in Section 1) are currently debtors in reorganization proceedings (the “Bankruptcy Proceedings”) under theBankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC).Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code[Docket No. 931] (including all exhibits thereto and as amended, modified, and/or supplemented from time to time, the “Disclosure Statement”). In addition,on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final OrderApproving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 of the Bankruptcy Code and BankruptcyRule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code.In addition to the Loans and other extensions of credit to be provided hereunder, on the Closing Date, Company and certain of its Subsidiaries will enterinto the Term Loan Agreement, which will be secured by a first priority security interest in the Term Priority Collateral and a second priority security interestin the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a secondpriority security interest in the Term Priority Collateral.Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise ofBorrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties hereto agree as follows:SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION1.1 Definitions. As used herein, the following terms have the meanings set forth below:ABL DIP Cash Collateral Account: the Cash Collateral Account holding the Expense Deposit Cash Collateral, each as defined in and pursuant to thatcertain letter agreement, dated the date hereof, among Wells Fargo Capital Finance, LLC, as administrative agent, Company and certain of its Subsidiariesparty thereto,ABL Priority Collateral: any “ABL Priority Collateral” as defined in the Intercreditor Agreement.Account: as defined in the UCC, including all rights to payment for goods sold or leased, or for services rendered.Account Debtor: a Person obligated under an Account, Chattel Paper or General Intangible.Accounts Formula Amount: 85% of the Value of Eligible Accounts; provided, however, that such percentage shall be reduced by 1.00% for eachpercentage point (or portion thereof) that the Dilution Percent exceeds 5.00%.Acquisition: a transaction or series of transactions resulting in (a) acquisition of a business, division, or substantially all assets of a Person; (b) recordor beneficial ownership of 50% or more of the Equity Interests of a Person; or (c) merger, consolidation or combination of a Borrower or Subsidiary withanother Person.Affiliate: with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by oris under common Control with the Person specified; provided that, for purposes of Section 10.2.17 and Section 13.3.3, the term “Affiliate” shall alsoinclude any Person that directly or indirectly owns 5% or more of any class of Equity Interests of the Person specified or that is an officer or director of thePerson specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have correlative meanings.Affiliate Subordination Agreement: an Affiliate Subordination Agreement in the form of Exhibit D pursuant to which intercompany obligations andadvances owed by any Obligor to any Subsidiary that is not an Obligor are subordinated to the Obligations.Agent: as defined in the Preamble hereto.Agent Indemnitees: Agent and its officers, directors, employees, Affiliates, agents and attorneys.Agent Professionals: attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaroundconsultants, and other professionals and experts retained by Agent.Agreement Value: for each Hedging Agreement, on any date of determination, the maximum aggregate amount (giving effect to any netting agreements)that a Borrower or Subsidiary would be required to pay if such Hedging Agreement was terminated on such date.Allocable Amount: as defined in Section 5.10.3.Anti-Terrorism Law: any law relating to terrorism or money laundering, including the Patriot Act.Applicable Law: all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question,including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, ordersand decrees of Governmental Authorities. 2Applicable Margin: the margin set forth below, as determined by the Fixed Charge Coverage Ratio for the last twelve-month period: Level Fixed ChargeCoverage Ratio Base RateLoans LIBORLoans I  1.75 to 1.00 1.00% 2.00% II  1.25 to 1.00 < 1.75 to 1.00 1.25% 2.25% III < 1.25 to 1:00 1.50% 2.50% Until September 30, 2013 margins shall be determined as if Level II were applicable. Thereafter, margins shall be subject to increase or decrease by Agent onthe first day of each calendar month based upon the Fixed Charge Coverage Ratio reported on the Compliance Certificate required to be delivered during theprior month. If, by the first day of a month, any financial statement or Compliance Certificate due in the preceding month has not been received, then, at theoption of Agent or Required Lenders, margins shall be determined as if Level III were applicable until the first day of the calendar month following actualreceipt.Approved Fund: any Person (other than a natural Person) engaged in making, purchasing, holding or otherwise investing in commercial loans in itsordinary course of activities.Asset Disposition: a sale, lease, license, consignment, transfer or other disposition of Property of an Obligor, including a disposition of Property inconnection with a sale-leaseback transaction or synthetic lease.Asset Review and Approval Conditions: with respect to any Permitted Acquisition in respect of which the Accounts acquired therein or thereby arerequested to be included in the Borrowing Base, Agent shall have completed its review of such assets, including to the extent required by the last paragraph ofthe definitions of “Eligible Account,” “Eligible Credit Card Account,” or “Eligible Inventory” or Section 10.1.14, field examinations and appraisals as Agentshall in its Reasonable Credit Judgment require; it being acknowledged and agreed that (a) such additional assets, if any, to be included in the Borrowing Basemay be subject to different eligibility criteria or may require the imposition of additional reserves with respect thereto as Agent shall in its Reasonable CreditJudgment require and (b) prior to the inclusion of any additional assets in the Borrowing Base, all actions shall have been taken to ensure that Agent has aperfected and continuing first priority security interest in and Lien on such assets.Assignment and Acceptance: an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit A or otherwise satisfactory toAgent.Auto-Extension Letter of Credit: as defined in Section 2.2.1(e).Availability: the Borrowing Base minus Revolver Usage.Availability Reserve: the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) the Bank Product Reserve; (d) theWisconsin Wage Protection Act Reserve; (e) the aggregate amount of liabilities secured by Liens upon Collateral that are senior to Agent’s Liens (but impositionof any such reserve shall not waive an Event of Default arising therefrom); (f) the Prepetition Escrow Reserve, and (g) such additional reserves, in suchamounts and with respect to such matters, as Agent in its Reasonable Credit Judgment may elect to impose from time to time.Bank of America: Bank of America, N.A., a national banking association, and its successors and assigns. 3Bank of America Indemnitees: Bank of America and its officers, directors, employees, Affiliates, agents and attorneys.Bank Product: any of the following products, services or facilities extended to any Borrower or Affiliate of a Borrower by Agent, a Lender or any of theirrespective Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; and (c) commercial credit card and merchant card services.Bank Product Reserve: the aggregate amount of reserves established by Agent from time to time in its Reasonable Credit Judgment in respect of SecuredBank Product Obligations; provided that (x) any reserve in an amount not in excess of the total amount of Bank Product Obligations secured by the Collateral,shall be deemed to be a reserve established by Agent in its Reasonable Credit Judgment and (y) the aggregate amount of Bank Product Reserves in effect fromtime to time shall include the aggregate Bank Product Amount with respect to Hedging Agreements owing to any Secured Bank Product Provider, other thanBank of America or any of its Affiliates, at such time, as reported to Agent in a notice delivered pursuant to the definition of “Secured Bank ProductProvider”.Bankruptcy Code: Title 11 of the United States Code entitled “Bankruptcy” as now and hereafter in effect (or any similar or equivalent legislation as ineffect in any applicable jurisdiction), or any successor statutes.Bankruptcy Court: the United States Bankruptcy Court for the District of Delaware.Bankruptcy Proceedings: has the meaning given to it in the recitals hereto.Base Rate: for any day, a per annum rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or(c) LIBOR for a 30 day interest period as of such day, plus 1.00%.Base Rate Loan: any Loan that bears interest based on the Base Rate.Base Rate Loan: a Loan that bears interest based on the Base Rate.Board of Governors: the Board of Governors of the Federal Reserve System.Borrowed Money: with respect to any Obligor, without duplication, its (a) Indebtedness that (i) arises from the lending of money by any Person to suchObligor, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interestcharges are customarily paid (excluding trade payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or partial paymentfor Property; (b) Capital Leases; (c) reimbursement obligations with respect to letters of credit; and (d) guaranties of any Indebtedness of the foregoing typesowing by another Person.Borrower Agent: as defined in Section 4.4.Borrower Materials: Borrowing Base Certificates, Compliance Certificates and other information, reports, financial statements and other materialsdelivered by Borrowers hereunder, as well as other Reports and information provided by Agent to Lenders.Borrowers: as defined in the Preamble hereto.Borrowing: a group of Loans that are made or converted together on the same day and have the same interest option and, if applicable, Interest Period. 4Borrowing Base: on any date of determination, an amount equal to (a) the lesser of (i) the aggregate Commitments; or (ii) the sum of (w) the AccountsFormula Amount, plus (x) the Credit Card Formula Amount, plus (y) the Inventory Formula Amount, plus (z) during the months of March, April, May,June, July and August, the Seasonal Formula Amount, minus (b) the Availability Reserve.Borrowing Base Certificate: a certificate, in form and substance satisfactory to Agent, by which Borrowers certify the Borrowing Base.Business Day: any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in factclosed in, Chicago, IL or New York, NY, and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted betweenbanks in the London interbank Eurodollar market.Capital Expenditures: for any period, (a) the additions to property, plant and equipment, capitalized investment and development costs, and othercapital expenditures of Company and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of Company forsuch period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by Company and its consolidated Subsidiaries during suchperiod, but excluding in each case any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to anydamage, loss, destruction or condemnation of such property to the extent such expenditure is made with insurance proceeds, condemnation awards or damagerecovery proceeds relating to any such damage, loss, destruction or condemnation.Capital Lease: any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, that is required to becapitalized for financial reporting purposes in accordance with GAAP; provided that the determination of whether a lease is to be treated as an operating leaseor capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposedAccounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010.Capital Lease Obligation: as to any Person shall mean the obligations of such Person to pay rent or other amounts under any Capital Lease.Carson-Dellosa Drag-Along Sale: a disposition of the entirety of Obligors’ Equity Interests in Carson-Dellosa Publishing, LLC, pursuant to the exerciseby the CJE Members (as defined in the Operating Agreement of Carson-Dellosa Publishing, LLC) of their “drag-along rights” so as to require Obligors todispose of such Equity Interests in accordance with the terms of Section 11.6 of the Operating Agreement of Carson-Dellosa Publishing, LLC.Cash Collateral: cash, and any interest or other income earned thereon, that is delivered to Agent to Cash Collateralize any Obligations.Cash Collateral Account: a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in itsdiscretion, which account shall be subject to a Lien in favor of Agent.Cash Collateralize: the delivery of cash to Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations,103% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations),Agent’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. “Cash Collateralization” has acorrelative meaning. 5Cash Dominion Trigger Period: the period (a) commencing on any date in which a Specified Default or an Event of Default occurs or Availability is lessthan the greater of (i) $17,500,000 and (ii) 10% of the Commitments at such time and (b) continuing until the first date thereafter on which no SpecifiedDefault or Event of Default has existed for 45 consecutive days and Availability has been at least the greater of (i) $17,500,000 and (ii) 10% of theCommitments at all times for 45 consecutive days.Cash Equivalents: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States ofAmerica (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturingwithin one year from the date of issuance thereof; (b) investments in commercial paper maturing within 270 days from the date of issuance thereof andhaving, at such date of acquisition, the highest credit rating obtainable from Moody’s or from S&P; (c) investments in certificates of deposit, banker’sacceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market depositaccounts issued or offered by, the Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States ofAmerica or any State thereof that has a combined capital and surplus and undivided profits at the date of acquisition thereof of not less than $500,000,000and that issues (or the parent of which issues) commercial paper rated at least “Prime 1” (or the then equivalent grade) by Moody’s or “A-1” (or the thenequivalent grade) by S&P; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above andentered into with a financial institution satisfying the criteria of clause (c) above; and (e) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses(a) through (d) above.Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automatedclearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stoppayment services.CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).Change in Law: the occurrence, after the date hereof, of (a) the adoption, taking effect or phasing in of any law, rule, regulation or treaty; (b) any changein any law, rule, regulation or treaty or in the administration, interpretation or application thereof; or (c) the making, issuance or application of any request,guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided, however, that “Change in Law” shallinclude, regardless of the date enacted, adopted or issued, all requests, rules, guidelines, requirements or directives (i) under or relating to the Dodd-FrankWall Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III by the Bank for International Settlements, the Basel Committee onBanking Supervision (or any similar authority) or any other Governmental Authority.Change of Control: (a) Company ceases to own and control, beneficially and of record, directly or indirectly, all Equity Interests in each SubsidiaryBorrower (unless 100% of the Equity Interests of such Subsidiary Borrower is sold or otherwise disposed of in connection with an Asset Disposition otherwisepermitted hereunder); (b) any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the date hereof) shall own, directly orindirectly, beneficially or of record, shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstandingcapital stock of Company; (c) a majority of the seats (other than vacant seats) on the board of directors of Company shall at any time be occupied by personswho were neither (i) nominated by the board of directors of Company nor (ii) appointed by directors so nominated or (d) any change in control (or similarevent, however denominated) with respect to Company or any Subsidiary shall occur under and as defined in the Term Loan Documents or in any indentureor agreement in respect of the Specified Unsecured Prepetition Debt. 6Claims: all claims, liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (includingremedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations or replacement ofAgent or any Lender) incurred by any Indemnitee or asserted against any Indemnitee by any Obligor or other Person, in any way relating to (a) theCommitment Letter, the Fee Letters, the Approval Order (as defined in the Commitment Letter), the Confirmation Order, any Loans (including the syndicationthereof and of the Commitments by the Lead Arrangers), Letters of Credit, Loan Documents, Borrower Materials, or the use thereof or transactions relatingthereto, (b) any action taken or omitted in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon anyCollateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any termsof any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including anInsolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.Closing Date: as defined in Section 6.1.Code: the Internal Revenue Code of 1986, as amended.Collateral: all Property described in any Security Documents as security or collateral for any Obligations, and all other Property that now or hereafter, orunder the terms hereof, or under the Security Documents, secures (or is intended to secure) any Obligations.Comerica Letter of Credit: letter of credit #5183 issued by Comerica in favor of DEI SCEP, dated as of September 15, 2012 and periodically extendedprior to the date hereof with a current outstanding balance of $700,000 and expiring on October 1, 2013.Commodity Exchange Act: the Commodity Exchange Act (7 U.S.C. § 1 et seq.).Commitment: for any Lender, its obligation to make Loans and to participate in LC Obligations up to the maximum principal amount shown onSchedule 1.1(a), as hereafter modified pursuant to an Assignment and Acceptance to which it is a party. “Commitments” means the aggregate amount of suchcommitments of all Lenders.Commitment Letter: the commitment letter, dated as of May 13, 2013, among Agent, Lead Arrangers, the other financial institutions party thereto, andCompany.Commitment Termination Date: the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrowers terminate the Commitments infull pursuant to Section 2.1.4; or (c) the date on which the Commitments are terminated in full pursuant to Section 11.2.Company: as defined in the Preamble hereto.Compliance Certificate: a certificate, substantially in the form of Exhibit C (or, if Borrower Agent so requests, such other form as is in form andsubstance reasonably satisfactory to Agent), by which Borrowers certify as to a reasonably detailed calculation of the Fixed Charge Coverage Ratio (whether ornot a Covenant Trigger Period exists and is continuing) and, to the extent applicable, compliance with Section 10.3 and the applicable Level for the ApplicableMargin.Confirmation Order: The order of the Bankruptcy Court dated May 23, 2013 and attached hereto as Exhibit F.Connection Income Taxes: Other Connection Taxes that are imposed on or measured by net income (however denominated), or are franchise or branchprofits Taxes. 7Consolidated Net Income: with respect to Company and its Subsidiaries on a consolidated basis for any period, net income for such period butexcluding net income (or loss) attributable to the equity method of accounting unless such net income has been distributed by way of an ordinary dividend incash to Company or any Subsidiary.Consolidated Total Assets: as of any date of determination, the total assets in each case reflected on the consolidated balance sheet of Company and itsSubsidiaries as at the end of the most recently ended Fiscal Quarter of Company for which financial statements have been or are required to have beendelivered pursuant to Section 10.1.2, determined on a consolidated basis in accordance with GAAP.Contingent Obligation: any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of anyIndebtedness, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly,including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor;(b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchaseany primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure workingcapital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primaryobligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. Theamount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount forwhich such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonablyanticipated liability with respect thereto.Covenant Trigger Period: the period (a) commencing on any date in which Availability is less than the greater of (i) $17,500,000 and (ii) 10% of theCommitments at such time and (b) continuing until the first date thereafter on which Availability has been at least the greater of (i) $17,500,000 and (ii) 10%of the Commitments at all times for 45 consecutive days.Credit Card Account: an Account arising in the Ordinary Course of Business in respect of a credit card receivable that (a) has been earned byperformance, (b) represents the bona fide amounts due to a Borrower from any major processor or issuer of MasterCard, Visa, American Express or Discovercredit cards or any other nationally or internationally recognized credit card provider and (c) indicates only a Borrower as payee or remittance party.Credit Card Formula Amount: 85% of the Value of Eligible Credit Card Accounts.CWA: the Clean Water Act (33 U.S.C. §§ 1251 et seq.).Default: an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.Default Rate: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2.00% plus the interest rate otherwise applicablethereto.Defaulting Lender: any Lender that (a) has failed to comply with its funding obligations hereunder, and such failure is not cured within two BusinessDays; (b) has notified Agent or any Borrower that such Lender does not intend to comply with its funding obligations hereunder or under any other creditfacility, or has made a public statement to that effect; (c) has failed, within three Business Days following request by Agent or any Borrower, to confirm in amanner satisfactory to Agent and Borrowers that such Lender will comply with its funding obligations hereunder; or (d) has, or has a direct or indirect parentcompany that has, become the subject of an Insolvency Proceeding (including 8reorganization, liquidation, or appointment of a receiver, custodian, administrator or similar Person by the Federal Deposit Insurance Corporation or any otherregulatory authority); provided, however, that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of an equityinterest in such Lender or parent company unless the ownership provides immunity for such Lender from jurisdiction of courts within the United States orfrom enforcement of judgments or writs of attachment on its assets, or permits such Lender or Governmental Authority to repudiate or otherwise to reject suchLender’s agreements.Delayed Admin Claims: collectively, each of the Allowed Administrative Claims (as defined in the Plan of Reorganization) as to which the holder thereofhas agreed in a writing, in form and substance reasonably satisfactory to Agent, to defer payment thereon until a date no earlier than August 31, 2013(provided, however that such fees, to the extent allowed, shall be paid as soon as practicable thereafter). The Delayed Admin Claims are listed on Schedule1.1(e).Deposit Account Control Agreement: control agreement satisfactory to Agent executed by an institution maintaining a Deposit Account for an Obligor, toperfect Agent’s Lien on such account.Designated Jurisdiction: any country or territory that is the subject of any Sanction.Dilution Percent: the percent, determined by Agent from time to time in its Reasonable Credit Judgment, equal to (a) bad debt write-downs or write-offs,discounts, returns, promotions, credits, credit memos and other dilutive items with respect to Accounts, divided by (b) gross sales.DIP Facilities: (a) that certain Debtor-in-Possession Credit Agreement, dated as of January 31, 2013 (as amended from time to time, the “ABL DIP”),among Company and certain of its Subsidiaries party thereto, as borrowers, the lenders party thereto, as lenders, and Wells Fargo Capital Finance, LLC, asadministrative agent; and (b) that certain Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, dated as of February 27, 2013 (as amendedfrom time to time, the “Ad-Hoc DIP”), among Company and certain of its Subsidiaries party thereto, as borrowers, the guarantors party thereto, asguarantors, the lenders party thereto, as lenders, and U.S. Bank National Association, as administrative agent.DIP Order: the Final Order Authorizing (I) Replacement Postpetition Secured Financing Pursuant to 11 U.S.C. §§ 105(a), 362, 363(b), 364(c)(1),364(c)(3), 364(d)(1), 365(e) and 507, (II) Grant of Certain Equal and Ratable Liens and Superpriority Claims to the Ad Hoc DIP Lenders, and (III)Repayment of Existing Postpetition Financing and Prepetition Secured Financing Pursuant to 11 U.S.C. § 363, [Docket No. 548].Disqualified Stock: any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), orupon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorilyredeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the paymentof any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the first anniversary of theRevolver Termination Date; or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any EquityInterest referred to in clause (a) above, in each case at any time prior to the first anniversary of the Revolver Termination Date.Distribution: any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Borrowers or anySubsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the repurchase,redemption, retirement, acquisition, cancellation or termination of any Equity Interests in Borrowers or any Subsidiary. 9Dollars: lawful money of the United States.Domestic Subsidiary: any Subsidiary organized under the laws of the United States of America, any state thereof or the District of Columbia.Dominion Account: an account of an Obligor at Bank of America or another bank reasonably acceptable to Agent, which is subject at all times to aDeposit Account Control Agreement or a Securities Account Control Agreement.EBITDA: with respect to Company and its Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of Company and itsSubsidiaries for such period plus(a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (x) of this clause(a) reduced such Consolidated Net Income (and were not excluded therefrom or added thereto) for the respective period for which EBITDA is beingdetermined):(i) provision for taxes based on income, profits or capital of Company and its Subsidiaries for such period, including, without limitation,state, franchise and similar taxes;(ii) interest expense (and to the extent not included in interest expense, (x) all cash dividend payments (excluding items eliminated inconsolidation) on any series of preferred stock or disqualified stock and (y) costs of surety bonds in connection with financing activities) of Companyand its Subsidiaries for such period;(iii) depreciation and amortization expenses of Company and its Subsidiaries for such period including the amortization of intangibleassets, deferred financing fees and capitalized software expenditures and amortization of unrecognized prior service costs;(iv) (A) non-recurring, unusual or extraordinary charges for such period, (B) business optimization expenses and other restructuringcharges or reserves (which, for the avoidance of doubt, shall include the effect of inventory optimization programs, facility closure, facilityconsolidations, duplicative facility costs, retention, severance, systems establishment costs, contract termination costs, future lease commitments andexcess pension charges), and (C) cash expenses relating to earn outs and similar obligations; provided that the aggregate amount to be added backpursuant to this clause (iv) shall not exceed, (1) for the fiscal year ending April 30, 2014, $7 million, (2) for the fiscal year ending April 30, 2015, 10%of EBITDA for such period plus any unused addback amount remaining from the prior fiscal year, and (3) for each fiscal year thereafter, 10% ofEBITDA;(v) any other non-cash charges; provided, that for purposes of this subclause (v) of this clause (a), any non-cash charges or losses shallbe treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for theavoidance of doubt, amortization of a prepaid cash item that was paid in a prior period);(vi) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to anyissuance of equity interests, investment, acquisition, disposition, recapitalization or the incurrence, modification or repayment of indebtedness permittedto be incurred under this Agreement (including any refinancing thereof as long as each Refinancing Condition is satisfied) 10(whether or not successful), including (x) such fees, expenses or charges related to the Term Loan Facility, the Obligations and the Specified UnsecuredPrepetition Debt and (y) any amendment or other modification of the Obligations or other Indebtedness;(vii) non-cash expenses in connection with expensing stock options or other equity compensation grants for such period;(viii) costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002and the rules and regulations promulgated in connection therewith and public company costs;(ix) to the extent deducted from Consolidated Net Income for such period, (A) cash fees, costs, expenses, commissions and other cashcharges paid on or before June 30, 2013 (or, September 15, 2013 in the case of the payment on any Delayed Admin Claims) in connection with thisAgreement and the other Loan Documents, the Term Loan Facility, the Specified Unsecured Prepetition Debt, the Bankruptcy Proceedings, the Plan ofReorganization and the transactions contemplated by the foregoing, including in connection with the termination or settlement of executory contracts,professional and accounting fees, costs and expense, management incentive, employee retention or similar plans, and litigation and settlements (butexcluding interest and fees accruing after the Closing Date hereunder); provided that the aggregate amount to be added back pursuant to this clause(ix)(A) for all such periods shall not exceed $53 million (provided, that to the extent such charges associated with this Agreement and the other LoanDocuments or the Term Loan Facility are capitalized and recognized over the life of the Loans and the Term Loans, respectively, then such amount shallbe reduced to the extent of such capitalization) and (B) amounts paid in connection with the make-whole litigation in the Cases, in an aggregate amountto be added back to this clause (ix)(B) not to exceed $25 million; and(x) for the fiscal year ended April 30, 2014, solely in connection with the Specified Asset Dispositions, business optimization expenses andother restructuring charges or reserves (which, for the avoidance of doubt, shall include the effect of inventory optimization programs, facility closure,facility consolidations, duplicative facility costs, retention, severance, systems establishment costs, contract termination costs, future leasecommitments and excess pension charges); provided, that with respect to each business optimization expense or other restructuring charge, a responsibleofficer of Borrower Agent shall have delivered to Agent an officer’s certificate specifying and quantifying such expense or charge; provided, further, thatthe aggregate amount to be added back pursuant to this clause (x) shall not exceed $3 million; minus(b) the sum of (without duplication and to the extent the amounts described in this clause (b) increased such Consolidated Net Income for therespective period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of Company and its Subsidiaries for suchperiod (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which representthe reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period); minus(c) non-recurring, unusual or extraordinary gains increasing Consolidated Net Income of the Company and its subsidiaries for such period to theextent non-recurring, unusual or extraordinary losses could be added back for such period; and minus 11(d) any cash payments made in respect of non-cash charges added back in a prior period.For purposes of determining the Fixed Charge Coverage Ratio, the Net First Lien Leverage Ratio and the Net Total Leverage Ratio, EBITDA for each of themonths ending on or prior to May 31, 2013 shall be deemed to be equal to the amounts set forth in the table below. Month EBITDA (in millions) June 30, 2012 $9.3 July 31, 2012 $30.4 August 31, 2012 $23.7 September 30, 2012 $9.7 October 31, 2012 $1.4 November 30, 2012 $(6.4) December 31, 2012 $(6.5) January 31, 2013 $(4.4) February 28, 2013 $(5.2) March 31, 2013 $(3.3) April 30, 2013 $(0.6) May 31, 2013 $0.2 Eligible Account: an Account owing to a Borrower that arises in the Ordinary Course of Business from the sale of goods or rendition of services and ispayable in Dollars, except any Account with respect to which any of the following exclusionary criteria set forth below applies. No Account shall be an EligibleAccount if:(a) it is unpaid for more than 120 days after the original invoice date;(b) 50% or more of the dollar amount of all Accounts owing by the Account Debtor (or its Affiliates) are not Eligible Accounts under clause (a) ofthis definition;(c) when aggregated with other Accounts owing by the Account Debtor (or its Affiliates), it exceeds 20% of the aggregate Eligible Accounts (or suchhigher percentage as Agent may establish for the Account Debtor from time to time), to the extent of the obligations owing by such Account Debtor in excess ofsuch percentage;(d) it does not conform with a covenant or representation herein in any material respect;(e) it is owing by a creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment,reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof);(f) an Insolvency Proceeding has been commenced by or against the Account Debtor, unless such Account Debtor has been authorized (pursuantto a court order reasonably satisfactory to Administrative Agent) to and is in fact continuing to timely pay, in cash, Accounts arising after the commencementof such Insolvency Proceeding owed to the applicable Borrower, and Administrative Agent agrees in its discretion that such Accounts may be deemed EligibleAccounts; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, is not Solvent(except as provided in the first clause of this clause (f) with respect to Account Debtors in Insolvency Proceedings), or is subject to Sanctions or any speciallydesignated nationals list maintained by OFAC; or such Borrower is not able to bring suit or enforce remedies against the Account Debtor through judicialprocess; 12(g) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada, unless the Account is supported bya letter of credit (delivered to and directly drawable by Agent) or credit insurance satisfactory in all respects to Agent;(h) the Account Debtor is the United States or any department, agency or instrumentality thereof and such Account has not been assigned to Agentin compliance with the federal Assignment of Claims Act, provided that up to $2,000,000 of such Accounts in the aggregate at any one time may be deemedeligible notwithstanding this clause (h);(i) it (i) is not subject to a duly perfected, first priority Lien in favor of Agent, or (ii) is subject to any other Lien (other than (x) Permitted Liensthat arise by operation of law and are junior to the Lien in favor of Agent, (y) the Lien granted to the Term Loan Agent under the Term Loan Documents or anyother Permitted First Lien Debt) and (z) Liens in connection with the Prepetition Escrowed Amounts to the extent otherwise permitted hereunder;(j) the goods giving rise to it have not been delivered to the Account Debtor, the services giving rise to it have not been accepted by the AccountDebtor, or it otherwise does not represent a final sale;(k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment;(l) its payment has been extended or the Account Debtor has made a partial payment;(m) it arises from a sale to an Affiliate, from a sale on a cash-on-delivery, bill-and-hold, sale-or-return, sale-on-approval, consignment, or otherrepurchase or return basis, or from a sale for personal, family or household purposes;(n) it represents a progress billing or retainage, or relates to services for which a performance, surety or completion bond or similar assurance hasbeen issued;(o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof; or(p) it is deemed by Agent, in its Reasonable Credit Judgment, not to be an Eligible Account; provided that Agent shall give Borrowers prior writtennotice setting forth the reasons for not treating such Account as an Eligible Account and Agent shall be available to discuss such rationale with Borrower Agent.In calculating delinquent portions of Accounts under clauses (a) and (b), credit balances more than 120 days old will be excluded. Prior to the inclusion of anyAccounts acquired as part of a Permitted Acquisition in the Borrowing Base, (i) the conditions set forth in the definition of “Permitted Acquisition” shall besatisfied, (ii) Agent shall have been provided with such information as Agent shall reasonably request to complete its evaluation of any such Accounts and(iii) the Asset Review and Approval Conditions shall have been satisfied; provided that any such Eligible Accounts may, in the Reasonable Credit Judgment ofAgent, be included in the Borrowing Base for a period not to exceed 60 days and in an aggregate amount not to exceed 5% of the Accounts Formula Amountpending completion of any field examinations or appraisals required by Agent in its Reasonable Credit Judgment. 13Eligible Assignee: a Person that is (a) a Lender, Affiliate of a Lender or Approved Fund; (b) a financial institution that extends revolving credit facilitiesof this type in its ordinary course of business and is approved by Borrower Agent (which approval shall not be unreasonably withheld or delayed, and shallbe deemed given if no objection is made within five Business Days after notice of the proposed assignment), Agent and Issuing Bank; and (c) during an Eventof Default, any Person acceptable to Agent in its discretion.Eligible Credit Card Account: any Credit Card Account owing to a Borrower except any Credit Card Account with respect to which any of the followingexclusionary criteria set forth below applies. No Account shall be an Eligible Credit Card Account if:(a) it has been outstanding for more than five (5) Business Days from the date of sale;(b) with respect to which a Borrower does not have good, valid and marketable title thereto;(c) it is (i) not subject to a duly perfected, first priority Lien in favor of Agent, or (ii) subject to any other Lien (other than (x) Permitted Liens thatarise by operation of law and are junior to the Lien in favor of Agent, (y) the Lien granted to the Term Loan Agent under the Term Loan Documents) and(z) Liens in connection with the Prepetition Escrowed Amounts to the extent otherwise permitted hereunder;(d) it is disputed by the processor or issuer of the applicable credit card, are with recourse against a Borrower, or with respect to which a claim,counterclaim, offset or chargeback has been asserted against a Borrower (to the extent of such dispute, claim, counterclaim, offset or chargeback);(e) it is owing to a processor which has the right under certain circumstances to require such Borrower to repurchase Credit Card Accounts fromsuch credit card processor;(f) it is due from a processor or issuer which is the subject of any Insolvency Proceeding; or such process or issuer has failed, has suspended orceased doing business, is liquidating, dissolving or winding up its affairs, is not Solvent, or is subject to Sanctions or any specially designated nationals listmaintained by OFAC; or such Borrower is not able to bring suit or enforce remedies against processor or issuer through judicial process;(g) it is not a valid, legally enforceable obligation of the applicable issuer with respect thereto;(h) it is evidenced by Chattel Paper or an Instrument;(i) it does not conform with a covenant or representation herein in any material respect; or(j) it is deemed by Agent, in its Reasonable Credit Judgment, not to be an Eligible Credit Card Account; provided that Agent shall give Borrowersprior written notice setting forth the reasons for not treating such Account as an Eligible Account and Agent shall be available to discuss such rationale withBorrower Agent.Prior to the inclusion of any Credit Card Accounts acquired as part of a Permitted Acquisition in the Borrowing Base, (i) the conditions set forth in thedefinition of “Permitted Acquisition” shall be satisfied, (ii) Agent shall have been provided with such information as Agent shall reasonably request to completeits evaluation of any such Credit Card Accounts and (iii) the Asset Review and Approval Conditions shall have been satisfied; provided that any such EligibleCredit Card Accounts may, in the Reasonable Credit Judgment of Agent, be included in the Borrowing Base for a period not to exceed 60 days and in anaggregate amount not to exceed 5% of the Credit Card Accounts Formula Amount pending completion of any field examinations or appraisals required byAgent in its Reasonable Credit Judgment. 14Eligible In-Transit Inventory: Inventory owned by a Borrower that would be Eligible Inventory if it were not subject to a Document and in transit from aforeign location to a location of such Borrower within the United States, and that is (a) is subject to a negotiable Document showing Agent (or, with the consentof Agent, the applicable Borrower) as consignee, which Document is in the possession of Agent or such other Person as Agent shall approve; (b) is fullyinsured in a manner reasonably satisfactory to Agent; (c) is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery,claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Borrower is in default of any obligations; (d) issubject to purchase orders and other sale documentation satisfactory to Agent, and title has passed to such Borrower; (e) is shipped by a common carrier thatis not affiliated with the vendor and is not subject to Sanctions or any specially designated nationals list maintained by OFAC; and (f) is being handled by acustoms broker, freight-forwarder or other handler that has delivered a Lien Waiver. Notwithstanding the foregoing, no Inventory shall be Eligible In-TransitInventory if it is deemed by Agent, in its Reasonable Credit Judgment, not to be Eligible In-Transit Inventory; provided that Agent shall give Borrowers priorwritten notice setting forth the reasons for not treating such Inventory as Eligible In-Transit Inventory and Agent shall be available to discuss such rationalewith Borrower Agent.Eligible Inventory: Inventory owned by a Borrower except any Inventory with respect to which any of the following exclusionary criteria set forth belowapplies. No Inventory shall be an Eligible Inventory unless it:(a) is finished goods or raw materials, and not work-in-process, packaging or shipping materials, labels, samples, display items, bags,replacement parts or manufacturing supplies; provided that raw materials may be included as Eligible Inventory notwithstanding this clause (a) to the extentnot resulting in an increase of the Borrowing Base of more than $1,000,000 at any one time;(b) is not held on consignment, nor subject to any deposit or down payment;(c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale;(d) is not slow-moving, perishable, obsolete or unmerchantable, and does not constitute returned or repossessed goods; provided Eligible SlowMoving Inventory may be included as Eligible Inventory notwithstanding this clause (d) to the extent not resulting in an increase of the Borrowing Base ofmore than $5,000,000 at any one time;(e) meets all standards imposed by any Governmental Authority, has not been acquired from an entity subject to Sanctions or any speciallydesignated nationals list maintained by OFAC, and does not constitute hazardous materials under any Environmental Law;(f) conforms with the covenants and representations herein in all material respects;(g) it is (i) subject to a duly perfected, first priority Lien in favor of Agent, and (ii) not subject to any other Lien (other than (x) Permitted Liensthat arise by operation of law and are junior to the Lien in favor of Agent, (y) the Lien granted to the Term Loan Agent under the Term Loan Documents) and(z) Liens in connection with the Prepetition Escrowed Amounts to the extent otherwise permitted hereunder;(h) is within the continental United States or Canada, is not in transit except between locations of Borrowers, and is not consigned to any Person;provided that Eligible In-Transit Inventory may be included as Eligible Inventory notwithstanding this clause (h) to the extent not resulting in an increase ofthe Borrowing Base of more than $2,500,000 at any one time;(i) is not subject to any warehouse receipt or negotiable Document; 15(j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent hasreceived an appropriate Lien Waiver;(k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or otherPerson, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established;(l) is reflected in the details of a current perpetual inventory report; and(m) it has not been deemed by Agent, in its Reasonable Credit Judgment, not to be Eligible Inventory; provided that Agent shall give Borrowersprior written notice setting forth the reasons for not treating such Inventory as Eligible Inventory and Agent shall be available to discuss such rationale withBorrower Agent.Prior to the inclusion of any Inventory acquired as part of a Permitted Acquisition in the Borrowing Base, (i) the conditions set forth in the definition of“Permitted Acquisition” shall be satisfied, (ii) Agent shall have been provided with such information as Agent shall reasonably request to complete itsevaluation of any such Inventory and (iii) the Asset Review and Approval Conditions shall have been satisfied; provided that any such Eligible Inventorymay, in the Reasonable Credit Judgment of Agent, be included in the Borrowing Base for a period not to exceed 60 days and in an aggregate amount not toexceed 5% of the Inventory Formula Amount pending completion of any field examinations or appraisals required by Agent in its Reasonable Credit Judgment.Eligible Slow Moving Inventory: Inventory owned by a Borrower that would be Eligible Inventory but is of the type or category that Borrowers then havea supply of 52 weeks or more (based on sales over the then preceding 12 consecutive month period) unless Borrowers have not sold any inventory of suchtype or category during the then immediately preceding 12 consecutive month period.Enforcement Action: any action to enforce any Obligations (other than Secured Bank Product Obligations) or Loan Documents or to exercise any rightsor remedies relating to any Collateral (whether by judicial action, self-help, notification of Account Debtors, setoff or recoupment, credit bid, action in anObligor’s Insolvency Proceeding or otherwise).Environmental Laws: Applicable Laws (including programs, permits and guidance promulgated by regulators) relating to public health (other thanoccupational safety and health regulated by OSHA) or the protection or pollution of the environment, including CERCLA, RCRA and CWA.Environmental Notice: a notice (whether written or oral) from any Governmental Authority or other Person of any possible noncompliance with,investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any EnvironmentalRelease, environmental pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for correction,remediation or otherwise.Environmental Release: a release as defined in CERCLA or under any other Environmental Law.Equity Interest: (a) the interest of any (i) shareholder in a corporation; (ii) partner in a partnership (whether general, limited, limited liability or jointventure); (iii) member in a limited liability company; or (iv) other Person having any other form of equity security or ownership interest and (b) all of thewarrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).ERISA: the Employee Retirement Income Security Act of 1974, as amended. 16ERISA Affiliate: any trade or business (whether or not incorporated) under common control with an Obligor within the meaning of Section 414(b) or(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).ERISA Event: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject toSection 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations thatis treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a MultiemployerPlan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as atermination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan;(e) the determination that any Pension Plan or Multiemployer Plan is considered an at risk plan under Section 430(i) of the Code or Section 303 of ERISA or aplan in critical or endangered status under Section 432(b) the Code or Section 305 of ERISA; (f) an event or condition which constitutes grounds underSection 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the filing pursuant toSection 412(c) of the Code or Section 302(c) of ERISA of application for a waiver of the minimum funding standard with respect to any Pension Plan; or(h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon anyObligor or ERISA Affiliate.Event of Default: as defined in Section 11.Exchange Act: the Securities Exchange Act of 1934, as amended.Excluded Subsidiary: any (a) Immaterial Subsidiary; (b) Foreign Subsidiary; (c) Subsidiary that is prohibited by Applicable Law or by anycontractual obligation (with respect to any such contractual obligations, only to the extent existing on the Closing Date or the date the applicable Person becomesa direct or indirect Subsidiary of Company) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval,license or authorization to provide a guarantee (unless such consent, approval, license or authorization has been received); (d) Subsidiary that is not a Wholly-Owned Subsidiary; (e) any Subsidiary of a Foreign Subsidiary and (f) Domestic Subsidiary that owns no material assets other than Equity Interests in one ormore Foreign Subsidiaries. The Excluded Subsidiaries as of the Closing Date are listed on Schedule 1.1(b). Notwithstanding the foregoing, in no event shallany Borrower be an Excluded Subsidiary.Excluded Swap Obligation: with respect to an Obligor, each Swap Obligation as to which, and only to the extent that, such Obligor’s guaranty of orgrant of a Lien as security for such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of theCommodity Futures Trading Commission (or the application or official interpretation of any thereof) because such Obligor does not constitute an “eligiblecontract participant” as defined in the act (determined after giving effect to any keepwell, support or other agreement for the benefit of such Obligor and allguarantees of Swap Obligations by other Obligors) when such guaranty or grant of Lien becomes effective with respect to the Swap Obligation. If a HedgingAgreement governs more than one Swap Obligation, only the Swap Obligation(s) or portions thereof described in the foregoing sentence shall be ExcludedSwap Obligation(s) for the applicable Obligor.Excluded Taxes: (a) Taxes imposed on or measured by a Recipient’s net income (however denominated), franchise Taxes and branch profits Taxes, ineach case, (i) as a result of such Recipient being organized under the laws of, or having its principal office or applicable Lending Office located in, thejurisdiction imposing such Tax, or (ii) constituting Other Connection Taxes; (b) U.S. federal withholding Taxes imposed on amounts payable to or for theaccount of a Lender with respect to its interest in a Loan or Commitment pursuant to a law in effect when the Lender acquires such interest 17(except pursuant to an assignment request by Borrower Agent under Section 13.4) or changes its Lending Office, unless the Taxes were payable to its assignorimmediately prior to such assignment or to the Lender immediately prior to its change in Lending Office; (c) Taxes attributable to a Recipient’s failure tocomply with Section 5.9; and (d) U.S. federal withholding Taxes imposed pursuant to FATCA.Existing Letter of Credit: letter of credit #3078027 issued by Bank of America, N.A. in favor of EOS Acquisition I, LLC, dated October 26, 2005 andperiodically extended prior to the date hereof with a current outstanding balance of $18,472.33.Extraordinary Expenses: all costs (including all internally allocated costs of Agent in connection with field examinations), expenses or advances, in eachcase, that Agent may incur during a Default or Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, including those relating to(a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or otherpreservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, anyObligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority oravoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability or other Claims;(c) the exercise of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of taxes, charges or Lienswith respect to any Collateral; (e) any Enforcement Action; and (f) negotiation and documentation of any modification, waiver, workout, restructuring orforbearance with respect to any Loan Documents or Obligations. Such costs, expenses and advances include transfer fees, Other Taxes, storage fees,insurance costs, permit fees, utility reservation and standby fees, expenses of one counsel for the Lead Arrangers and Agent (which counsel shall be designatedby Agent) and to the extent necessary, one special or local counsel for Agent and Lead Arrangers in each appropriate jurisdiction, appraisal fees, brokers’ andauctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or independentcontractors in liquidating any Collateral, and travel expenses.FATCA: Sections 1471 through 1474 of the Code (including any amended or successor version if substantively comparable and not materially moreonerous to comply with), and any agreements entered into pursuant to Section 1471(b)(1) of the Code.Federal Funds Rate: (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve Systemarranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), aspublished by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business Day, the average rate(rounded up, if necessary, to the nearest 1/8 of 1%) charged to Bank of America on the applicable day on such transactions, as determined by Agent.Fee Claims Account: the account holding the Fee Claim Reserve Amount pursuant to Article III.B.2 of the Plan of Reorganization.Fee Claim Reserve Amount: as such term is defined in the Plan of Reorganization.Fee Letters: collectively, (a) the fee letter agreement between Agent and Company and (b) the fee letter agreement among Lead Arrangers, Agent, SunTrustBank and Company, in each case dated as of May 13, 2013.First Lien Debt: Total Debt that is secured by Liens that are not expressly subordinated to the Liens securing the Obligations pursuant to a customaryintercreditor agreement; provided that Indebtedness under the Term Loan Facility shall be deemed to be First Lien Debt. 18Fiscal Quarter: each fiscal quarter of Company and its Subsidiaries for accounting and tax purposes.Fiscal Year: the fiscal year of Borrowers and Subsidiaries for accounting and tax purposes, ending on the last Saturday of each April.Fixed Charge Coverage Ratio: the ratio, determined on a consolidated basis for Borrowers and Subsidiaries for the most recent twelve consecutivecalendar months, of (a) EBITDA minus Capital Expenditures (except those financed with Borrowed Money other than Loans), to (b) Fixed Charges.Fixed Charges: the sum of (a) cash interest expense (regardless of whether accounted for under GAAP as an interest expense, any amount deposited in thePrepetition Escrow Account after the date hereof shall be treated as an interest expense for purposes of this definition), plus (b) all principal payments inrespect of Borrowed Money (other than (x) mandatory prepayments of the Term Loan Facility in connection with asset sales and (y) payments of theObligations), plus (c) the aggregate amount of net Federal, state, local and foreign income taxes and franchise and similar taxes paid in cash during suchperiod, plus (d) cash Distributions made, plus (e) cash costs of surety bonds to the extent not deducted from Consolidated Net Income; provided that, forpurposes of calculating the Payment Conditions, the amount described in clause (c) above shall be determined on a pro forma basis by disregarding anyreduction in the tax basis of current assets pursuant to Sections 108 and 1017 of the Internal Revenue Code as a result of the discharge of Indebtednessoccurring in connection with the bankruptcy Proceeding for the four fiscal quarters of 2015; provided, further, that any reduction in clause (c) above due tothe immediately preceding proviso shall be limited to $10,000,000; provided, finally, that solely for determining whether Payment Conditions are satisfied,any Specified Payment and Distribution shall not be included in Fixed Charges.For purposes of determining the Fixed Charge Coverage Ratio, cash interest expense for each of the months ending on or prior to May 31, 2013 shall be deemedto be equal to the amounts set forth in the table below. Month Cash Interest Expense(in millions) June 30, 2012 $1.882 July 31, 2012 $1.570 August 31, 2012 $1.662 September 30, 2012 $1.980 October 31, 2012 $1.486 November 30, 2012 $1.413 December 31, 2012 $1.755 January 31, 2013 $1.809 February 28, 2013 $1.662 March 31, 2013 $1.583 April 30, 2013 $1.709 May 31, 2013 $1.736 FLSA: the Fair Labor Standards Act of 1938.Foreign Lender: any Lender that is not a U.S. Person.Foreign Plan: any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws ofthe United States; or (b) mandated by a government other than the United States for employees of any Obligor or Subsidiary. 19Foreign Subsidiary: a Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code.Fronting Exposure: a Defaulting Lender’s interest in LC Obligations, Swingline Loans and Protective Advances, except to the extent Cash Collateralizedby the Defaulting Lender or allocated to other Lenders hereunder.Full Payment: with respect to any Obligations, (a) the full cash payment thereof, including any interest, fees and other charges accruing during anInsolvency Proceeding or which would accrue but for the Insolvency Proceeding (in each case, whether or not allowed in the proceeding); and (b) if suchObligations are LC Obligations or inchoate or are contingent in nature, the Cash Collateralization thereof (or delivery of a standby letter of credit acceptable toAgent (and in the case of LC Obligations, the related Issuing Bank) in its discretion, in the amount of required Cash Collateral). No Loans shall be deemed tohave been paid in full unless all Commitments related to such Loans have terminated.GAAP: generally accepted accounting principles in effect in the United States from time to time.Governmental Approvals: all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, allGovernmental Authorities.Governmental Authority: any federal, state, local, foreign or other agency, authority, body, commission, court, instrumentality, political subdivision,central bank, or other entity or officer exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions for any governmental,judicial, investigative, regulatory or self-regulatory authority (including any supra-national bodies such as the European Union or European Central Bank).Guarantee and Collateral Agreement: the Guarantee and Collateral Agreement, dated as of the Closing Date among Borrowers, Agent and each Guarantor,as the same may be amended, supplemented or otherwise modified from time to time.Guarantor Payment: as defined in Section 5.10.3.Guarantors: Borrowers and each Subsidiary Guarantor and each other Person that guarantees payment or performance of Obligations.Guaranty: the guaranty set forth in the Guarantee and Collateral Agreement and each other guaranty agreement executed by a Guarantor in favor of Agent.Hedging Agreement: any “swap agreement” as defined in Section 101(53B)(A) of the Bankruptcy Code.Immaterial Subsidiary: on any date, any Subsidiary of Company that has had less than 2.5% of Consolidated Total Assets and less than 2.5% ofannual consolidated revenues of Company and its Restricted Subsidiaries as reflected on the most recent financial statements delivered pursuant toSection 10.1.2 prior to such date; provided that (a) the aggregate assets and aggregate annual consolidated revenues of all Immaterial Subsidiaries shall at notime exceed 5.0% of Consolidated Total Assets or 5.0% of annual consolidated revenues of Company and its Subsidiaries, respectively, and (b) BorrowerAgent will designate in writing to Agent from time to time the Subsidiaries which will cease to be treated as “Immaterial Subsidiaries” in order to comply withthe foregoing limitations.Indebtedness: as applied to any Person, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits oradvances of any kind; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such Personupon which interest charges are customarily paid; (d) all obligations of such Person under conditional sale or 20other title retention agreements relating to property or assets purchased by such Person; (e) all obligations of such Person issued or assumed as the deferredpurchase price of property or services (excluding trade accounts payable incurred in the Ordinary Course of Business); (f) all Indebtedness of others securedby (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on Property owned or acquired bysuch Person, whether or not the obligations secured thereby have been assumed; (g) all guarantees or Contingent Obligations of or by such Person ofIndebtedness of others; (h) all Capital Lease Obligations of such Person; (i) net obligations of such Person under any Hedging Agreements, valued at theAgreement Value thereof; (j) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any DisqualifiedStock of such Person or any other Person or any warrants, rights or options to acquire such Disqualified Stock, valued, in the case of redeemable preferredinterests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (k) all obligations, contingent or otherwise,of such Person as an account party in respect of letters of credit, bank guarantees or similar instruments; and (l) all obligations, contingent or otherwise, ofsuch Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is ageneral partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such person in respectthereof.Indemnified Taxes: (a) Taxes, other than Excluded Taxes, imposed on or relating to any payment of an Obligation; and (b) to the extent not otherwisedescribed in clause (a), Other Taxes.Indemnitees: Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees.Insolvency Proceeding: any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of suchPerson to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment ofa receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgagefor the benefit of creditors.Intellectual Property: all designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary informationand know-how, in each case, whether registered or not and including all applications for the same.Intellectual Property Notices: each notice of grant of security interest in trademarks, notice of grant of security interest in patents and notice of grant ofsecurity interest in copyrights, substantially in the forms attached as exhibits to the Guarantee and Collateral Agreement, required to be executed and deliveredby an Obligor under the terms of the Guarantee and Collateral Agreement.Intercreditor Agreement: the Intercreditor Agreement of even date herewith, among Obligors, the Term Loan Agent and Agent, relating to the Term LoanAgreement and this Agreement, and any other intercreditor agreement, on substantially the same terms and otherwise reasonably satisfactory to Agent, enteredinto in connection with a refinancing of the Term Loan Agreement and to the extent such refinancing is permitted under this Agreement and the IntercreditorAgreement.Interest Period: as defined in Section 3.1.3.Inventory: as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, andother materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease orfurnishing of such goods, or otherwise used or consumed in a Borrower’s business (but excluding Equipment). 21Inventory Formula Amount: the lesser of (i) 75% of the Value of Eligible Inventory; and (ii) 85% of the NOLV Percentage of the Value of EligibleInventory.Inventory Reserve: reserves established by Agent in its Reasonable Credit Judgment to reflect factors that may negatively impact the Value of Inventory,including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.Investment: an Acquisition; an acquisition of record or beneficial ownership of any Equity Interests of a Person; or a loan, advance or capitalcontribution to or other investment in a Person.IRS: the United States Internal Revenue Service.Issuing Bank: Bank of America or any Affiliate of Bank of America, or any replacement issuer appointed pursuant to Section 2.2.4.Issuing Bank Indemnitees: Issuing Bank and its officers, directors, employees, Affiliates, agents and attorneys.JPM Letter of Credit: letter of credit #672484 issued by JPMorgan in favor of Employers Insurance Company of Wausau, dated as of June 1, 2013 andperiodically extended prior to the date hereof with a current outstanding balance of $250,000 and expiring on September 1, 2013.LC Application: an application by Borrower Agent to Issuing Bank for issuance of a Letter of Credit, in form and substance satisfactory to IssuingBank and Agent.LC Conditions: the following conditions necessary for issuance of a Letter of Credit: (a) each of the conditions set forth in Section 6; (b) after givingeffect to such issuance, total LC Obligations do not exceed the Letter of Credit Subline, no Overadvance exists and Revolver Usage does not exceed theBorrowing Base; (c) the Letter of Credit and payments thereunder are denominated in Dollars or other currency satisfactory to Agent and Issuing Bank; and(d) the purpose and form of the proposed Letter of Credit are satisfactory to Agent and Issuing Bank in their discretion.LC Documents: all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Borrowers or any other Personto Issuing Bank or Agent in connection with any Letter of Credit.LC Obligations: the sum of (a) all amounts owing by Borrowers for drawings under Letters of Credit; and (b) the Stated Amount of all outstandingLetters of Credit.LC Request: a request for issuance of a Letter of Credit, to be provided by Borrower Agent to Issuing Bank, in form satisfactory to Agent and IssuingBank.Lead Arrangers: as defined in the Preamble hereto.Lender Indemnitees: Lenders and Secured Bank Product Providers, and their officers, directors, employees, Affiliates, agents and attorneys.Lenders: as defined in the preamble to this Agreement, including Agent in its capacity as a provider of Swingline Loans and any other Person whohereafter becomes a “Lender” pursuant to an Assignment and Acceptance.Lending Office: the office designated as such by the applicable Lender at the time it becomes party to this Agreement or thereafter by notice to Agent andBorrower Agent. 22Letter of Credit: any standby or documentary letter of credit, foreign guaranty, documentary bankers acceptance or similar instrument issued by IssuingBank for the account or benefit of a Borrower or Affiliate of a Borrower; provided that, to the extent that any Letter of Credit is issued for the benefit of anAffiliate of a Borrower, each Borrower shall be jointly and severally liable for all reimbursement obligations under such Letter of Credit.Letter of Credit Subline: $20,000,000.LIBOR: for any Interest Period, the per annum rate of interest (rounded up, if necessary, to the nearest 1/8th of 1%) determined by Agent atapproximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term comparable to such Interest Period,equal to (a) the British Bankers Association LIBOR Rate or successor thereto if such association is no longer making such rate available, as published byReuters (or other commercially available source designated by Agent); or (b) if the rate described in clause (a) is unavailable for any reason, the interest rate atwhich Dollar deposits in the approximate amount of the Loan would be offered by Agent’s London branch to major banks in the London interbank Eurodollarmarket.LIBOR Loan: a Loan that bears interest based on LIBOR.License: any material written license or agreement under which an Obligor or any of its Subsidiaries is granted the right or otherwise is authorized to useIntellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, that that requires a guaranteed minimumpayment of Royalties in excess of $250,000 per year.Licensor: any Person from whom a Borrower obtains the right to use any material Intellectual Property under a license.Lien: a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge,hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, leases, or other title exception orencumbrance.Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises,the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or touse the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder,such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agentfor Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledgesAgent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for anyCollateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens withrespect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicableLicense. Notwithstanding anything herein to the contrary, Lien Waivers shall be deemed delivered for 30 days following the Closing Date with respect to anylandlord, warehouseman, processor, shipper, customs broker, freight forwarder, repairman, mechanic, bailee or Licensor that executed and delivered theequivalent of a Lien Waiver under the ABL DIP (as defined in the definition of “DIP Facilities”).Loan: a loan made pursuant to Section 2.1, and any Swingline Loan, Overadvance Loan or Protective Advance. 23Loan Documents: this Agreement, the Security Documents, the Intercreditor Agreement, each Borrowing Base Certificate, each Compliance Certificate,the Fee Letters, each LC Document Real Estate Related Document, Borrower Materials, any promissory notes issued pursuant to this Agreement and any othernote, document, instrument or agreement now or hereafter delivered by an obligor or other Person to Agent or a Lender in connection with any transactionsrelating hereto.Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.Margin Stock: as defined in Regulation U of the Board of Governors.Material Adverse Effect: the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or couldbe reasonably expected to have a material adverse effect on the business, assets, liabilities, operations or financial condition of Obligors, taken as a whole, onthe value of any material Collateral, on the enforceability of any Loan Documents, or on the validity or priority of Agent’s Liens on any Collateral;(b) materially impairs the ability of an Obligor to perform its obligations under the Loan Documents, including repayment of any Obligations; or (c) otherwisematerially impairs the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any Collateral.Material Contract: any agreement or arrangement to which a Borrower or Subsidiary is party (other than the Loan Documents) (a) for which breach,termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect; or (b) that relates to Subordinated Debt, or toIndebtedness in an aggregate amount of $2,500,000 or more.Moody’s: Moody’s Investors Service, Inc., and its successors.Mortgage: a mortgage or deed of trust in which an Obligor grants a Lien on its Real Estate to Agent, as security for the repayment of the Obligations.Multiemployer Plan: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Obligor or ERISA Affiliate makes oris obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.Net First Lien Leverage Ratio: on any date, the ratio of (a) First Lien Debt on such date minus Unrestricted Cash, to (b) EBITDA for the period of fourconsecutive Fiscal Quarters most recently ended on or prior to such date.Net Proceeds: with respect to an Asset Disposition, cash proceeds (including cash proceeds subsequently received (but only as and when received) inrespect of noncash consideration initially receive), net of (i) selling expenses (including broker’s and advisors fees or commissions, legal fees, transfer andsimilar taxes and Borrowers’ good faith estimate of income taxes paid or payable in connection with such sale), (ii) amounts provided as a reserve, inaccordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Disposition(provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds) and (iii) theprincipal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in suchAsset Sale and (A) which is required to be repaid with such proceeds or (B) to the extent such Indebtedness is required to be repaid because the asset sold isremoved from a borrowing base supporting such Indebtedness (in each case, other than (x) Indebtedness hereunder and (y) any such Indebtedness assumed bythe purchaser of such asset). 24Net Total Leverage Ratio: on any date, the ratio of (a) Total Debt on such date minus Unrestricted Cash, to (b) EBITDA for the period of fourconsecutive Fiscal Quarters most recently ended on or prior to such date.NOLV Percentage: the net orderly liquidation value of Inventory (provided that Inventory consisting of raw materials, Eligible In-Transit Inventory andEligible Slow Moving Inventory shall each be subject to a separate NOLV Percentage), expressed as a percentage, expected to be realized at an orderly,negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of Borrowers’ Inventoryperformed by an appraiser and on terms satisfactory to Agent.Non-Extension Notice Date: as defined in Section 2.2.1(e).Notice of Borrowing: a Notice of Borrowing to be provided by Borrower Agent to request a Borrowing of Revolver Loans, in form satisfactory to Agent.Notice of Conversion/Continuation: a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation ofany Loans as LIBOR Loans, in form satisfactory to Agent.Obligations: all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters ofCredit, (c) interest, expenses, fees, indemnification obligations, Extraordinary Expenses and other amounts payable by Obligors under Loan Documents,including interest that accrues following the commencement of an Insolvency Proceeding or which would accrue but for the commencement of such InsolvencyProceeding (whether or not allowed in such proceeding), (d) Secured Bank Product Obligations, and (e) other Indebtedness, obligations and liabilities of anykind owing by Obligors pursuant to the Loan Documents, including obligations under the Secured Guarantee (as defined in the Guarantee and CollateralAgreement), whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whetherarising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect,absolute or contingent, due or to become due, primary or secondary, or joint or several; provided, that Obligations of an Obligor shall not include its ExcludedSwap Obligations.Obligor: each Borrower, Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on itsassets to secure any Obligations.OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.Ordinary Course of Business: the ordinary course of business of any Borrower or Subsidiary, undertaken in good faith and consistent with ApplicableLaw and past practices.Organic Documents: with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liabilityagreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, votingtrust agreement, or similar agreement or instrument governing the formation or operation of such Person.OSHA: the Occupational Safety and Hazard Act of 1970.Other Connection Taxes: Taxes imposed on a Recipient due to a present or former connection between it and the taxing jurisdiction (other thanconnections arising from the Recipient having executed, delivered, become party to, performed obligations or received payments under, received or perfected aLien or engaged in any other transaction pursuant to, enforced, or sold or assigned an interest in, any Loan or Loan Document). 25Other Taxes: all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under,from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a Lien under, or otherwise with respect to, any LoanDocument, except Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 13.4(c)).Overadvance: as defined in Section 2.1.5.Overadvance Loan: a Base Rate Revolver Loan made when an Overadvance exists or is caused by the funding thereof.Participant: as defined in Section 13.2.Patriot Act: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L.No. 107-56, 115 Stat. 272 (2001).Payment Conditions: with respect to the applicable specified activity on any date of determination, (a) no Default or Event of Default exists or wouldresult from the specified activity; (b) Availability on the date of such determination, before and after giving pro forma effect to such specified activity, isgreater than or equal to the greater of (i) 20% of the Commitments at such time and (ii) $20,000,000; (c) the average daily amount of Availability for the 60-dayperiod immediately preceding such specified activity shall have been greater than or equal to the greater of (i) 20% of the Commitments at such time and(ii) $20,000,000, calculated on a pro forma basis assuming such specified activity occurred on the first day of such 60-day period; (d) Borrowers shall be incompliance with a Fixed Charge Coverage Ratio for the trailing twelve-month period ended immediately prior to such date of 1.0 to 1.0, determined on a proforma basis assuming such specified activity occurred on the first day of such period; and (e) Borrowers shall have delivered a certificate to Agent certifyingas to clauses (a) through (d) above and setting forth projections prepared in good faith demonstrating that Availability shall be greater than or equal to thegreater of (i) 20% of the Commitments at such time and (ii) $20,000,000 for the greater of (x) the 90-day period following such specified activity and (y) theperiod following such specified activity up to and including August 31 of such year (or the following year if such specified activity occurs after August 31 ofsuch year).Payment Item: each check, draft or other item of payment payable to a Borrower, including those constituting proceeds of any Collateral.PBGC: the Pension Benefit Guaranty Corporation.Pension Plan: any employee pension benefit plan (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV ofERISA and is sponsored or maintained by any Obligor or ERISA Affiliate or to which such Obligor or ERISA Affiliate contributes or has an obligation tocontribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the precedingfive plan years.Perfection Certificate: as defined in the Guarantee and Collateral Agreement.Permitted Acquisition: any Acquisition as long as (a) no Default or Event of Default exists or is caused thereby; (b) the Acquisition is consensual andsuch Acquisition and all transactions related thereto shall be consummated in accordance with Applicable Law; (c) the assets, business or Person beingacquired is useful or engaged in the same or a similar line of business as Borrowers and Subsidiaries; (d) no Indebtedness or Liens are assumed or incurred,other than Permitted Indebtedness and Permitted Liens; provided that no Liens shall be permitted on acquired Inventory or Accounts at the time of suchAcquisition; (e) the Payment Conditions are satisfied; (f) if, as a result of such Acquisition, a new Subsidiary is formed or acquired, Obligors shall complywith all applicable provisions of 26Sections 10.1.14 and 5.10; (g) Obligors shall take such actions as may be required or reasonably requested to ensure that Agent, for the ratable benefit of theLenders and other Secured Parties, has a perfected security interest, to the extent contemplated in the Guarantee and Collateral Agreement and with the prioritycontemplated in the Intercreditor Agreement, in any assets acquired in such Acquisition and required to become Collateral pursuant to Section 10.1.14 or anyother Loan Document; and (f) Borrowers use commercially reasonable efforts to deliver to Agent, at least 10 Business Days prior to the Acquisition (but in anyevent shall deliver to Agent within 1 Business Day prior to the Acquisition), copies of all material agreements relating thereto and a certificate, in form andsubstance satisfactory to Agent, stating that the Acquisition is a “Permitted Acquisition” and demonstrating compliance with the foregoing requirements.Permitted Asset Disposition: as long as no Default or Event of Default exists and all Net Proceeds are remitted to Agent to the extent required bySection 5.2 or the other provisions of the Loan Documents and subject to the terms of the Intercreditor Agreement, an Asset Disposition that is(a) dispositions or abandonments of damaged, worn-out, obsolete, unmerchantable or surplus equipment and property (including IntellectualProperty), in each case in the Ordinary Course of Business;(b) dispositions of Inventory in the Ordinary Course of Business;(c) dispositions of Cash Equivalents in the Ordinary Course of Business;(d) dispositions between and among Borrowers and the Subsidiaries; provided that if the transferor in such a transaction is an Obligor, theneither (x) the transferee must be an Obligor, (y) the aggregate amount of all dispositions made pursuant to this clause (d)(y) shall not exceed $2,500,000 in theaggregate during the term of this Agreement, or (z) the portion of any such Disposition made for less than fair market value and any non-cash considerationreceived in exchange for such Disposition shall in each case constitute an Investment in such Subsidiary and must be otherwise permitted hereunder;(e) dispositions solely among Subsidiaries that are not Obligors;(f) the sale of services, or the termination of any contracts, in each case in the Ordinary Course of Business;(g) the granting of Liens permitted by Section 10.2.2;(h) the sale or discount, in each case without recourse, of accounts receivable arising in the Ordinary Course of Business and not included in themost recently delivered Borrowing Base Certificate delivered hereunder, but only in connection with the compromise or collection thereof;(i) any involuntary loss, damage or destruction of property, or any involuntary condemnation, seizure or taking, by exercise of the power ofeminent domain or otherwise, or confiscation or requisition or use of property;(j) the leasing or subleasing of assets of Borrowers or their Subsidiaries in the Ordinary Course of Business;(k) the sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Company not resulting in a Change of Control;(l) (i) the lapse of registered patents, trademarks, copyrights and other Intellectual Property of Borrowers and their Subsidiaries to the extent noteconomically desirable in the conduct of their business or (ii) the abandonment of patents, trademarks, copyrights or other Intellectual Property rights in theOrdinary Course of Business; 27(m) the making of Distributions that are expressly permitted to be made pursuant to Section 10.2.4 of this Agreement;(n) a Carson-Dellosa Drag-Along Sale;(o) contributions of assets to joint ventures and other dispositions constituting Investments, in each case to the extent permitted underSection 10.2.5;(p) dispositions of Investments in joint ventures and other non-wholly owned entities to the extent required by, or made pursuant to buy/sellarrangements between the parties set forth in, joint venture arrangements, shareholder agreements, and similar binding agreements;(q) dispositions constituting the licensing or cross-licensing of Intellectual Property in the Ordinary Course of Business;(r) sale leaseback transactions with respect to property having a fair market value not to exceed $5,000,000 in the aggregate during the term of thisAgreement;(s) a disposition not in the Ordinary Course of Business of assets (other than ABL Priority Collateral) so long as the Net Proceeds thereof areapplied in accordance with the Term Loan Facility or any replacement thereof to the extent required thereby;(t) a disposition not in the Ordinary Course of Business of assets (other than ABL Priority Collateral) at any time in an amount not to exceed thegreater of $10,000,000 and 2.5% of Consolidated Total Assets in any Fiscal Year;(u) a Specified Asset Disposition so long as (i) the Payment Conditions are satisfied, (ii) the Net Total Leverage Ratio calculated immediately aftersuch disposition is not greater than the Net Total Leverage Ratio calculated immediately prior to such disposition, (iii) the Net First Lien Leverage Ratiocalculated immediately after such disposition is not greater than the Net First Lien Leverage Ratio calculated immediately prior to such disposition, (iv) anyproceeds of such disposition constituting ABL Priority Collateral are used to repay the Loans without any Commitment reduction, (v) immediately prior to thedisposition, Borrowers deliver to Agent an updated Borrowing Base Certificate removing the relevant assets and demonstrating that the Payment Conditions arestill satisfied and demonstrating that Availability shall be greater than or equal to the greater of (x) 20% of the Commitments at such time and (y) $20,000,000for the twelve-month period following such disposition; and(v) as otherwise approved in writing by Agent and the Required Lenders;provided that in any Asset Disposition permitted under clauses (a) through (v) (other than under clauses (d), (e), (i), (l), (m), (n), (o) and (p)) above,Borrowers receive fair market value (as determined by Borrowers in good faith) and at least 75% of the proceeds consist of cash or Cash Equivalents(provided further, that the following shall be deemed to be cash: (1) any liabilities (as shown on Company’s most recent balance sheet provided hereunder or inthe footnotes thereto) of an Obligor, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by thetransferee with respect to the applicable Asset Disposition and for which Company and all of its Subsidiaries shall have been validly released by all applicablecreditors in writing and (2) any securities received by the applicable Obligor from such transferee that are converted by such Obligor into cash or CashEquivalents (to the extent of the cash or Cash Equivalents received) within 30 days following the closing of the applicable Asset Disposition. 28Permitted Contingent Obligations: Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the OrdinaryCourse of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date and set forth in Schedule 10.2.1, and anyextension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course ofBusiness with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor ofpurchasers in connection with dispositions permitted hereunder; (f) arising under the Loan Documents or the Term Loan Facility; or (g) in an aggregateamount of $2,500,000 or less at any time.Permitted First Lien Debt: Indebtedness incurred by Borrowers for Borrowed Money; provided that (a) such Indebtedness satisfies the requirements setforth below and (b) Company shall have delivered to Agent a certificate of a Senior Officer (i) designating such Indebtedness as “Permitted First Lien Debt”,(ii) specifying the initial principal amount thereof, (iii) identifying the trustee, administrative agent or collateral agent (or equivalent agent or representative ofthe creditors) thereunder and (iv) certifying that such Indebtedness satisfies the requirements set forth in this definition and that after giving effect to theincurrence thereof no Default or Event of Default shall have occurred and be continuing. No Indebtedness shall be Permitted First Lien Debt at any time unlessit satisfies the following requirements at such time:(i) the final maturity date of any such Indebtedness shall be no earlier than 91 days following the Revolver Termination Date;(ii) none of the obligors or guarantors with respect to such Indebtedness shall be a Person that is not an Obligor;(iii) such Indebtedness shall not require any scheduled payments of principal prior to the Revolver Termination Date, other than any suchscheduled payments that, during any one-year period after the date of issuance or incurrence of such Indebtedness, together with all other scheduledpayments of principal in respect of Permitted Ratio Debt during such one-year period, do not exceed 1% of the initial principal amount of all PermittedRatio Debt outstanding at the time such Indebtedness was issued, after giving effect to such issuance;(iv) such Indebtedness shall not be subject to any terms requiring any obligor of such Indebtedness to pay, prepay, purchase, repurchase,redeem, retire, cancel or terminate (or offer to do any of the foregoing) such Indebtedness other than (A) at maturity, (B) pursuant to scheduled paymentsof principal that comply with clause (iii) above and (C) customary mandatory prepayments (1) in the event of a “change in control” (or similar event),(2) in the event of an “asset sale” (or similar event, including condemnation or casualty), subject to customary reinvestment rights; provided suchprepayment shall not apply to the sale or disposition of ABL Priority Collateral, and (3) in the case of any Indebtedness that constitutes a term loan, onaccount of annual “excess cash flow” on terms approved by Agent (such approval not to be unreasonably withheld); provided that any mandatoryprepayments on account of annual “excess cash flow” shall only be permitted if the Payment Conditions are satisfied; and(v) such Indebtedness (A) shall not be secured on a first-priority basis by any assets of any Obligor other than assets that do not constituteABL Priority Collateral and (B) if secured by the Collateral, shall be subject to the Intercreditor Agreement or another intercreditor agreement reasonablysatisfactory to Agent.Permitted Indebtedness: as defined in Section 10.2.1. 29Permitted Lien: as defined in Section 10.2.2.Permitted Purchase Money Debt: Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, aslong as the aggregate amount together with all Capital Lease Obligations does not exceed $15,000,000 at any time and its incurrence does not violateSection 10.2.3.Permitted Ratio Debt: at any time, the aggregate principal amount of (i) Permitted First Lien Debt and (ii) Permitted Unsecured Debt then outstanding.Permitted Surety Bonds: unsecured guarantees and reimbursement obligations incurred in the Ordinary Course of Business with respect to surety andappeal bond, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations.Permitted Unsecured Debt: Indebtedness incurred by Borrowers for Borrowed Money; provided that (a) such Indebtedness satisfies the requirements setforth below and (b) Company shall have delivered to Agent a certificate of a Senior Officer (i) designating such Indebtedness as “Permitted Unsecured Debt”,(ii) specifying the initial principal amount thereof, (iii) identifying the trustee, administrative agent or collateral agent (or equivalent agent or representative ofthe creditors) thereunder and (iv) certifying that such Indebtedness satisfies the requirements set forth in this definition and that after giving effect to theincurrence thereof no Default or Event of Default shall have occurred and be continuing. No Indebtedness shall be Permitted Unsecured Debt at any timeunless it satisfies the following requirements at such time:(i) the final maturity date of any such Indebtedness shall be no earlier than 91 days following the Revolver Termination Date;(ii) none of the obligors or guarantors with respect to such Indebtedness shall be a Person that is not an Obligor;(iii) such Indebtedness shall not require any scheduled payments of principal prior to the Revolver Termination Date, other than any suchscheduled payments that, during any one-year period after the date of issuance or incurrence of such Indebtedness, together with all other scheduledpayments of principal in respect of Permitted Ratio Debt during such one-year period, do not exceed 1% of the initial principal amount of all PermittedRatio Debt outstanding at the time such Indebtedness was issued, after giving effect to such issuance;(iv) such Indebtedness shall not be subject to any terms requiring any obligor of such Indebtedness to pay, prepay, purchase, repurchase,redeem, retire, cancel or terminate (or offer to do any of the foregoing) such Indebtedness other than (A) at maturity, (B) pursuant to scheduled paymentsof principal that comply with clause (iii) above and (C) customary mandatory prepayments (1) in the event of a “change in control” (or similar event),(2) in the event of an “asset sale” (or similar event, including condemnation or casualty), subject to customary reinvestment rights; provided suchprepayment shall not apply to the sale or disposition of ABL Priority Collateral, and (3) in the case of any Indebtedness that constitutes a term loan, onaccount of annual “excess cash flow” on terms approved by Agent (such approval not to be unreasonably withheld); provided that any mandatoryprepayments on account of annual “excess cash flow” shall only be permitted if the Payment Conditions are satisfied; and(v) such Indebtedness shall be unsecured. 30Person: any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization,Governmental Authority or other entity.Plan: any employee benefit plan (as defined in Section 3(3) of ERISA) established by an Obligor or, with respect to any such plan that is subject toSection 412 of the Code or Title IV of ERISA, an ERISA Affiliate.Plan of Reorganization: the Debtors’ Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, as filed with theBankruptcy Court on May 23, 2013.Platform: as defined in Section 14.3.3.Prepetition Escrow Account: the escrow account holding the Prepetition Escrowed Amounts.Prepetition Escrow Agreement: the Escrow Agreement, dated as of February 27, 2013, among Borrower, Bayside Finance LLC, as administrative agentfor the Prepetition Term Loan Agreement (as defined therein), U.S. Bank National Association, as administrative agent for the Credit Agreement (as definedtherein) and U.S. Bank National Association, as escrow agent.Prepetition Escrow Reserve: so long as the Escrow Agreement is in effect, at all times the aggregate amount of (a) an amount equal to one month ofaccrued interest in connection with the Prepetition Escrowed Amounts, plus (b) accrued and unpaid professional fees and expenses.Prepetition Escrowed Amounts: as defined in the Plan of Reorganization.Prime Rate: the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is set by Bank of America on the basis ofvarious factors, including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans,which may be priced at, above or below such rate. Any change in such rate publicly announced by Bank of America shall take effect at the opening ofbusiness on the day specified in the announcement.Pro Forma Transaction: any Investment that results in a person becoming a Subsidiary, any Permitted Acquisition, any Asset Disposition that results ina Subsidiary ceasing to be a Subsidiary, any Investment constituting an acquisition of assets constituting a business unit, line of business or division ofanother Person or any Asset Disposition of a business unit, line of business or division of Borrowers or any Subsidiary, in each case whether by merger,consolidation, amalgamation or otherwise and any other transaction that by the terms of this Agreement requires a financial ratio or test to be determined on a“Pro Forma Basis” or to be given “pro forma effect”.Pro Rata: with respect to any Lender, a percentage (rounded to the ninth decimal place) determined (a) by dividing the amount of such Lender’sCommitment by the aggregate outstanding Commitments; or (b) following termination of the Commitments, by dividing the amount of such Lender’s Loansand LC Obligations by the aggregate outstanding Loans and LC Obligations or, if all Loans and LC Obligations have been paid in full and/or CashCollateralized, by dividing such Lender’s and its Affiliates’ remaining Obligations by the aggregate remaining Obligations.Properly Contested: with respect to any obligation of an Obligor, (a) the obligation is subject to a bona fide dispute regarding amount or such Obligor’sliability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued;(c) appropriate reserves have been established in accordance with GAAP; (d) non-payment during such contest could not have a Material Adverse Effect, norresult in forfeiture or sale of any material assets of such Obligor; (e) no Lien, other than any Permitted Lien, is imposed on assets of such Obligor, unlessbonded and stayed to the reasonable satisfaction of Agent in its discretion; and (f) if the obligation results from entry of a judgment or other order, suchjudgment or order is stayed pending appeal or other judicial review. 31Property: any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.Protective Advances: as defined in Section 2.1.6.Purchase Money Debt: (a) Indebtedness (other than the Obligations) for payment of any of the purchase price of the acquisition, construction orimprovement of any fixed or capital assets; (b) Indebtedness (other than the Obligations) incurred within 180 days before or after the acquisition or completionof such construction or improvement of any fixed assets or capital assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals,extensions or refinancings (but not increases) thereof.Purchase Money Lien: a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Indebtedness and constituting aCapital Lease or a purchase money security interest under the UCC.Qualified ECP: an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity ExchangeAct and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of such act.RCRA: the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).Real Estate: all right, title and interest (whether as owner, lessor or lessee) in any land and/or any buildings, structures, parking areas or otherimprovements thereon together with any related real Property interests related thereto.Reasonable Credit Judgment: Agent’s commercially reasonable credit judgment (from the perspective of a secured, asset-based lender) exercised, in goodfaith and, as it relates to the establishment or increase of Availability Reserves, the determination of the Dilution Percent, the requirement for field examinationsand appraisals, or the adjustment or imposition of exclusionary criteria; provided that (a) such establishment, increase, adjustment or imposition after theClosing Date be based on the analysis of facts or events first occurring or first discovered by Agent, after the Closing Date or that are materially different fromfacts or events occurring or known to Agent, on the Closing Date; (b) the imposition or increase of any Availability Reserve shall not duplicate (x) theexclusionary criteria set forth in the definitions of “Eligible Accounts,” “Eligible Credit Card Account” and “Eligible Inventory,” as applicable (and viceversa), or (y) any reserves deducted in computing book value or net orderly liquidation value; and (c) the amount of any such Availability Reserve soestablished or the effect of any adjustment or imposition of exclusionary criteria shall bear a reasonable relationship to the effects that form the basisthereunder. Subject to the foregoing, in exercising such judgment, Agent may consider any factors that could increase the credit risk of lending to Borrowers onthe security of the Collateral.Recipient: Agent, Issuing Bank, any Lender or any other recipient of a payment to be made by an Obligor under a Loan Document or on account of anObligation.Refinancing Conditions: the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principalamount of the Indebtedness being extended, renewed or refinanced (solely for purposes of this definition, “Refinanced Debt”) plus accrued interest (includingany interest paid in kind), fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing; (b) the Refinanced Debt shallbe repaid, defeased or satisfied and discharged on a dollar-for-dollar basis (or such lesser basis that results in repayment in full of such Refinanced Debt), andall accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially 32concurrently with such refinancing; (c) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, theRefinanced Debt; (d) if it is secured, the terms and conditions relating to collateral for such Indebtedness, taken as a whole, shall be no more favorable to theinvestors providing such Indebtedness than the terms and conditions with respect to the collateral for the Refinanced Debt (and the Liens on any collateralsecuring such Indebtedness shall have the same (or lesser) priority as the Refinanced Debt relative to the Liens on the Collateral securing the Obligations) and ifsuch Refinancing Debt is secured by the Collateral, it shall be subject to the Intercreditor Agreement; (e) it is subordinated to the Obligations at least to the sameextent as the Indebtedness being extended, renewed or refinanced; (f) such Refinancing Debt shall be otherwise on terms and conditions (other than interest,fees, premiums, funding discounts, optional prepayment provisions, guarantees, collateral and subordination) that are, taken as a whole, in the reasonablegood faith determination of Borrowers, not materially less favorable to Borrowers than those applicable to the Refinanced Debt; (g) no additional Lien isgranted to secure it; (h) no additional Person is obligated on such Indebtedness; and (i) upon giving effect to it, no Default or Event of Default exists.Refinancing Debt: Borrowed Money that is the result of an extension, renewal or refinancing of Indebtedness permitted under Section 10.2.1(b),(d) (other than Indebtedness consisting of letters of credit issued by Wells Fargo and listed on Schedule 10.2.1), (f), (i) or (j).Reimbursement Date: as defined in Section 2.2.2.Related Real Estate Documents: with respect to any Real Estate subject to a Mortgage, the following, in form and substance satisfactory to Agent andreceived by Agent for review at least 15 days prior to the effective date of the Mortgage: (a) a mortgagee title policy (or binder therefor) covering Agent’s interestunder the Mortgage, by an insurer acceptable to Agent (provided, however, so long as the Term Loan Facility is in effect, that any insurer deemed acceptable tothe Term Loan Agent pursuant to the Term Loan Facility shall be acceptable to Agent hereunder) which must be fully paid on such effective date and whichwill be in an amount reasonably satisfactory to the Term Loan Agent pursuant to the Term Loan Facility, but in no event exceeding One Hundred Ten Percent(110%) of the value of such property as determined by the appraisal report delivered pursuant to clause (d) herein or in the event that no such appraisal isordered, as reasonably agreed upon by the applicable Borrower and the Term Loan Agent pursuant to the Term Loan Facility; (b) a survey of the Real Estate,in form and substance reasonably satisfactory to Agent, certified by a licensed surveyor acceptable to Agent (provided, however, so long as the Term LoanFacility is in effect, that any survey and surveyor acceptable to the Term Loan Agent pursuant to the Term Loan Facility shall be deemed acceptable to Agenthereunder); (c) a life-of-loan flood hazard determination and, if the Real Estate is located in a special flood hazard area, an acknowledged notice to theapplicable Borrower and flood insurance by an insurer acceptable to Agent (provided, however, so long as the Term Loan Facility is in effect, that any surveyand surveyor acceptable to the Term Loan Agent pursuant to the Term Loan Facility shall be deemed acceptable to Agent hereunder); (d) if requested by Agent,an appraisal complying with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, by a third-party appraiseracceptable to Agent, and in form and substance satisfactory to Required Lenders; (e) upon the reasonable request of Agent, Phase I environmental assessments(“Phase Is”), prepared by environmental engineers reasonably acceptable to Agent (provided, that any such Phase Is shall be required to be delivered to Agentwithin 90 days of the Closing Date), (f) such other reports, certificates, studies or data as Agent may reasonably require, all in form and substancesatisfactory to Required Lenders; and (g) such other documents, instruments or agreements as Agent may reasonably require with respect to any environmentalrisks regarding the Real Estate.Rent and Charges Reserve: the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor,repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any such Collateral; and (b) areserve of not more than three months’ rent and other charges that could be payable to any such Person, unless it has executed a Lien Waiver. 33Report: as defined in Section 12.2.3.Reportable Event: any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.Reporting Trigger Period: the period (a) commencing on any date in which an Event of Default occurs or Availability is less than 15% of theCommitments at such time and (b) continuing until the first date thereafter on which no Event of Default has existed for 30 consecutive days and Availabilityhas been at least 15% of the Commitments at all times for 30 consecutive days.Required Lenders: Secured Parties holding more than 50% of (a) the aggregate outstanding Commitments; or (b) following termination of theCommitments, the aggregate outstanding Loans and LC Obligations or, if all Loans and LC Obligations have been Paid in Full, the aggregate remainingObligations; provided, however, that Commitments, Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded inmaking such calculation, but any related Fronting Exposure shall be deemed held as a Loan or LC Obligation by the Secured Party that funded the applicableLoan or issued the applicable Letter of Credit; provided, further, that, in addition to the foregoing, if there are either two or three Lenders, then at least two(2) Secured Parties shall be required for any matter requiring the vote or approval of Required Lenders and for purposes of computing the number of SecuredParties under this definition, Affiliates of a Secured Party shall not constitute a separate Secured Party.Restricted Investment: any Investment by a Borrower or Subsidiary, other than(a) Investments existing on the date hereof and set forth on Schedule 10.2.5;(b) Investments in Cash Equivalents made in the Ordinary Course of Business;(c) Investments in Borrowers or any Subsidiary, provided that (i) any such Investments in the form of loans and advances made by an Obligorshall be permitted so long as no Default or Event of Default exists or would result therefrom and shall be evidenced by a promissory note pledged to theCollateral Agent (or its agent, designee or bailee, including the agent under the Term Loan pursuant to the terms of the Intercreditor Agreement) for the ratablebenefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement, (ii) any such Investments in the form of Equity Interests held by an Obligorshall be pledged pursuant to the Guarantee and Collateral Agreement (subject to any limitations applicable to voting stock of a Foreign Subsidiary referred totherein) and (iii) the aggregate amount of such Investments made from the Closing Date by Obligors in Subsidiaries that are not Obligors shall not exceed$2,500,000;(d) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with,customers and suppliers, in each case in the Ordinary Course of Business;(e) Loans made by Borrowers and their Subsidiaries in the Ordinary Course of Business in accordance with their usual practice to their respectiveemployees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-down or write-offs of such loansand advances) shall not exceed $1,000,000;(f) Hedging Agreements entered into by Borrowers and their Subsidiaries that are (i) required by the Term Loan Facility and not for speculativepurposes or (ii) entered into in the Ordinary Course of Business and not for speculative purposes; 34(g) to the extent constituting an Investment, Capital Expenditures not prohibited hereunder;(h) Investments consisting of the non-cash portion of the sales price received for Permitted Asset Dispositions;(i) lease, utility and other deposits or advances in the Ordinary Course of Business;(j) cash earnest money deposits made in connection with Permitted Acquisitions or other acquisitions of assets permitted hereunder;(k) Investments in the Ordinary Course of Business consisting of endorsements for collection or deposit;(l) Investments of any Person existing at the time such Person becomes a Subsidiary, or consolidates, amalgamates or merges with a Borrower orSubsidiary (including in connection with a Permitted Acquisition) (but excluding Investments in Subsidiaries which must be otherwise permitted by thisdefinition of “Restricted Investments”) so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of suchconsolidation, amalgamation or merger;(m) Investments of Net Proceeds of a Permitted Asset Disposition in accordance with the reinvestment rights set forth in the Term Loan Facility;(n) Extensions of trade credit in the Ordinary Course of Business;(o) Investments on or after October 1, 2013 constituting Permitted Acquisitions; provided that the aggregate consideration paid in PermittedAcquisitions to acquire a Person that will not be an Obligor following the acquisition thereof, or to acquire property or assets that will not be owned by anObligor (each, a “Non-Obligor Permitted Acquisition”) shall not exceed, at the time of any such acquisition, together with the aggregate consideration paid in allNon-Obligor Permitted Acquisitions effected prior to such time, $2,500,000;(p) to the extent constituting Investments, Permitted Contingent Obligations;(q) other Investments (other than Acquisitions and Permitted Acquisitions which shall only be permitted in compliance with clause (o) above) onor after September 1, 2014 (or, October 1, 2013 in connection with Investments in joint ventures) so long as both before and immediately after giving effect tosuch Investment the Payment Conditions are satisfied; and(r) other Investments not included in the preceding clauses; provided that (x) the aggregate amount of such Investments together with the aggregateconsideration paid in all Non-Obligor Permitted Acquisitions effected prior to such time, shall not exceed $5,000,000 and (y) Investments permitted pursuantto this clause (r) shall not include Acquisitions and Permitted Acquisitions (other than Non-Obligor Permitted Acquisitions) otherwise permitted hereunder,which shall only be permitted in compliance with clause (o) above.Restrictive Agreement: an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or other Obligor toincur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencingBorrowed Money, or to repay any intercompany Indebtedness.Revolver Termination Date: June 11, 2018. 35Revolver Usage: (a) the aggregate amount of outstanding Loans; plus (b) the aggregate Stated Amount of outstanding Letters of Credit.Royalties: all royalties, fees, expense reimbursement and other amounts payable by a Borrower under a License.S&P: Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.Sanction: any international economic sanction administered or enforced by the United States Government (including OFAC), the United NationsSecurity Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.Seasonal Formula Amount: 10% of the NOLV Percentage of the Value of Eligible Inventory.Secured Bank Product Obligations: Indebtedness, obligations and other liabilities with respect to Bank Products owing by a Borrower or Affiliate of aBorrower to a Secured Bank Product Provider; provided, that Secured Bank Product Obligations of an Obligor shall not include its Excluded SwapObligations.Secured Bank Product Provider: (a) Bank of America or any of its Affiliates; and (b) any other Person that is a Lender or Affiliate of a Lender at thetime such agreements relating to Bank Products is entered into (or with respect to agreements already in existence on the date such Person becomes a Lender, isa Lender or Affiliate of a Lender on such date); provided such provider (other than Bank of America or any of its Affiliates) delivers written notice to Agent, inform and substance satisfactory to Agent, within 10 days following the later of the Closing Date (or, in the case of a Person who becomes a Lender pursuant toan assignment under Section 13.3, 10 days after such Person becomes a Lender) or creation of the Bank Product, (i) describing the Bank Product and settingforth the maximum amount to be secured by the Collateral (the “Bank Product Amount”) and the methodology to be used in calculating such amount, and(ii) agreeing to be bound by Section 12.13. Notwithstanding the foregoing, the Bank Product Amount may be changed from time to time upon written notice toAgent by such Secured Bank Product Provider.Secured Parties: Agent, Issuing Bank, Lenders and Secured Bank Product Providers.Securities Account Control Agreement: the Securities Account control agreements to be executed by the relevant Borrower and each institution maintaininga Securities Account for a Borrower, in favor of Agent, as security for the Obligations, in the form required and to the extent required under Section 8.5.Security Documents: the Guarantee and Collateral Agreement, each Security Agreement Supplement (as defined in the Guarantee and CollateralAgreement), each Issuer Control Agreement (as defined in the Guarantee and Collateral Agreement), Mortgages, Intellectual Property Notices, Deposit AccountControl Agreements, Securities Account Control Agreements and all other documents, instruments and agreements now or hereafter securing (or given with theintent to secure) any Obligations.Senior Officer: the chairman of the board, president, chief executive officer or chief financial officer of a Borrower or, if the context requires, an Obligor.Settlement Report: a report summarizing Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on aPro Rata basis in accordance with their Commitments. 36Solvent: as to any Person, such Person (a) owns Property whose fair salable value is greater than the amount required to pay all of its debts (includingcontingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair salable value (as defined below) is greater than theprobable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured;(c) is able to pay all of its debts as they mature; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business andtransactions and all business and transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the BankruptcyCode; and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, ormade any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of itsAffiliates. “Fair salable value” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale underordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.Specified Asset Dispositions: the Asset Dispositions set forth on Schedule 1.1(c).Specified Default: the failure of any Obligor to comply with the terms of Section 8.1, 8.2.5, 8.5 or 10.1.1, the failure of Company to deliver financialstatements when required pursuant to Section 10.1.2, or the occurrence of any Default specified in Sections 11.1(a), 11.1(i) or 11.1(j).Specified Payment and Distribution: any prepayment under the Term Loan Agreement, any Distribution pursuant to Section 10.2.4 and any relatedprepayment of Specified Unsecured Prepetition Debt pursuant to Section 10.2.8(b)(iii), in each case, as a result of a Specified Asset Disposition.Specified Unsecured Prepetition Debt: any payment or distribution in respect of the Allowed General Unsecured Claims or Allowed Trade UnsecuredClaims (as such terms are defined in the Plan of Reorganization) that is made in accordance with Sections IV.E, IV.F and V.I of the Plan of Reorganization in anaggregate amount not to exceed $60,000,000.Specified Obligor: a Borrower that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect toSection 5.10).Stated Amount: the stated amount of a Letter of Credit, including any automatic increase (if any) provided by the terms of the Letter of Credit or relatedLC Documents, whether or not then effective.Subordinated Debt: Indebtedness incurred by a Borrower that is expressly subordinate and junior in right of payment to Full Payment of all Obligations,and is on terms (including maturity, interest, fees, repayment, covenants and subordination) reasonably satisfactory to Agent.Subsidiary: with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or otherbusiness entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power ormore than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held; or (b) that is, at the time anydetermination is made, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Company orof an Obligor, as the context may require.Subsidiary Borrowers: Classroomdirect.com, LLC, a Delaware limited liability company, Sportime, LLC, a Delaware limited liability company, DeltaEducation, LLC, a Delaware Limited liability company, Premier Agendas, Inc., a Washington corporation, Childcraft Education Corp., a New Yorkcorporation, Bird-In-Hand Woodworks, Inc., a New Jersey corporation and Califone International, Inc., a Delaware corporation and any additional Subsidiaryof Company who becomes a party hereto, as a Borrower. 37Subsidiary Guarantors: each Wholly-Owned Subsidiary of Company listed on Schedule 1.1(d) and each other Subsidiary of Company that shall berequired to execute and deliver or become party to a Guaranty pursuant to Section 10.1.14.Swap Obligations: with respect to an Obligor, its obligations under a Hedging Agreement that constitutes a “swap” within the meaning of Section 1a(47)of the Commodity Exchange Act.Swingline Loan: any Borrowing of Base Rate Loans funded with Agent’s funds, until such Borrowing is settled among Lenders or repaid by Borrowers.Syndication Agent: as defined in the Preamble hereto.Taxes: all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other chargesimposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.Term Loan Agent: Credit Suisse AG and its permitted successors and assigns or any other Person designated as term loan agent pursuant to the TermLoan Facility.Term Loan Agreement: the Credit Agreement dated as of the Closing Date, among Company, the several banks and other financial institutions from timeto time parties thereto, the Term Loan Agent and the other parties named therein.Term Loan Documents: “Term Documents” as defined in the Intercreditor Agreement.Term Loan Facility: (i) the Term Loan Agreement, as amended, amended and restated, modified, or supplemented from time to time and (ii) anyrefinancing thereof as long as each Refinancing Condition is satisfied, in each case to the extent permitted by this Agreement and the Intercreditor Agreement.Term Loan Obligations: “Obligations” under the “Loan Documents” each as defined in the Term Loan Facility.Term Priority Collateral: the “Term Priority Collateral” as defined in the Intercreditor Agreement.Term Priority Collateral Account: the “Term Priority Collateral Account” as defined in the Intercreditor Agreement.Third Lien Subordination Agreement: the Third Lien Subordination Agreement of even date herewith, among Bayside Finance LLC, as administrativeagent under the Prepetition Term Loan Credit Agreement (as defined therein), the Term Loan Agent and Agent and acknowledged by Obligors andacknowledged for purposes of paragraph 4 thereof, by U.S. Bank National Association, as administrative agent for the Ad Hoc DIP Credit Agreement (asdefined therein) and U.S. Bank National Association, as escrow agent.Total Debt: at any time, the total Indebtedness of Company and its Subsidiaries at such time (excluding the Obligations); provided that for the avoidanceof doubt, Total Debt shall include Specified Unsecured Prepetition Debt; provided, further that reimbursement obligations with respect to Permitted SuretyBonds that have not been drawn shall not constitute Total Debt. 38Transactions: collectively, (a) the execution, delivery and performance by Obligors of this Agreement and the other Loan Documents to which they are aparty, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder and (b) theconsummation of (i) the Plan of Reorganization and (ii) the Term Loan Agreement, in each case on or before the Closing Date.Transferee: any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.Transferring Subsidiary: as defined in Section 10.2.9.UCC: the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection orenforcement of any Lien, the Uniform Commercial Code of such jurisdiction.Unfunded Pension Liability: the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that PensionPlan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to the Code, ERISA or the Pension Protection Act of2006 for the applicable plan year.Unrestricted Cash: cash or Cash Equivalents of Company or any Subsidiaries that would not appear as “restricted” on a consolidated balance sheet ofCompany or any Subsidiaries and are not subject to Liens other than Liens arising by operation of law and Liens securing the Obligations and the Term LoanObligations, not to exceed $5,000,000; provided that Unrestricted Cash shall be deemed to be $0 unless, for the 30 days preceding and the 30 days followingany date of determination, there have not been, and there will not be, any Borrowings of Loans and Borrowers have had such cash or Cash Equivalents forthe preceding 30-day period.Unused Line Fee Rate: a per annum rate equal to (a) 0.50%, if the average daily Revolver Usage was less than 50% of the Commitments during thepreceding calendar month, or (b) 0.375%, if the average daily Revolver Usage was 50% or more of the Commitments during the preceding calendar month.Upstream Payment:(a) any Subsidiary may declare and pay dividends or make other distributions to its equity holders, in each case on a pro rata basis;(b) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Company may repurchase itsEquity Interests owned by employees of Company or any Subsidiary or make payments to employees of Company or any Subsidiary upon termination ofemployment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant tomanagement incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $1,000,000 in any FiscalYear;(c) to the extent permitted by the second proviso of Section 2.13(a) of the Term Loan Agreement as in effect on the Closing Date and so long asboth immediately before and immediately after giving effect thereto and giving effect to any related prepayment of Specified Unsecured Prepetition Debtpursuant to Section 10.2.8(b)(iii), the Payment Conditions are satisfied, distributions from the net cash proceeds of the Specified Asset Dispositions in anamount not to exceed $50,000,000; and(d) so long as both immediately before and immediately after giving effect thereto the Payment Conditions are satisfied, any other Distribution onor after September 1, 2014. 39U.S. Person: any Person (a) (i) that is not disregarded as separate from its owner for U.S. federal income tax purposes and (ii) that is a “United StatesPerson” as defined in Section 7701(a)(30) of the Code; or (b) (i) that is disregarded as separate from its owner for U.S. federal income tax purposes and(ii) whose regarded owner for U.S. federal income tax purposes is a “United States Person” as defined in Section 7701(a)(30) of the Code.U.S. Tax Compliance Certificate: as defined in Section 5.9.2(b)(iii).Value: (a) for Inventory, its value determined on the basis of the lower of cost or market, calculated on a first-in, first-out basis, and excluding anyportion of cost attributable to intercompany profit among Borrowers and their Affiliates; (b) for an Account (other than a Credit Card Account), its faceamount, net of any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that havebeen or could be claimed by the Account Debtor or any other Person; and (c) for a Credit Card Account, its face amount, net of (x) any discounts, claims,credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrowermay be obligated to rebate to a customer, a credit card processor or issuer pursuant to the terms of any agreement or understanding (written or oral)) and (y) theaggregate amount of all cash received in respect of such Account but not yet applied by Borrowers to reduce the amount of such Credit Card Account.Wholly-Owned Subsidiary: as to any Person, any other Person all of the Equity Interest of which (other than directors’ qualifying shares required bylaw) is owned by such Person directly and/or through other Wholly-Owned Subsidiaries.Wisconsin Wage Protection Act Reserve: on any date of determination, a reserve established from time to time by Agent in its Reasonable CreditJudgment, in such amount as Agent determines reflects the amounts that may become due under the Wisconsin Wage Protection Act with respect to theemployees of any Obligor employed in Wisconsin which would give rise to a Lien with priority under Applicable Law over the Lien of Agent.1.2 Accounting Terms. Under the Loan Documents (except as otherwise specified therein), all accounting terms shall be interpreted, all accountingdeterminations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recentaudited financial statements of Borrowers delivered to Agent before the Closing Date and using the same inventory valuation method as used in such financialstatements, except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur in such change, the change is disclosed toAgent, and all relevant provisions of the Loan Documents are amended in a manner satisfactory to Required Lenders to take into account the effects of thechange.1.3 Uniform Commercial Code. As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York fromtime to time: “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,” “Document,” “Equipment,” “General Intangibles,” “Goods,” “Instrument,”“Inventory,” “Investment Property,” “Letter-of-Credit Right,” “Securities Account” and “Supporting Obligation.”1.4 Certain Matters of Construction. The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a wholeand not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of timefrom a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including”and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall notbe applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. Allreferences to (a) laws include all related 40regulations, interpretations, supplements, amendments and successor provisions; (b) unless otherwise specified herein as referring to a document, instrumentor agreement as in effect on the Closing Date, any document, instrument or agreement includes any amendments, waivers and other modifications, extensionsor renewals (to the extent permitted by the Loan Documents); (c) any section mean, unless the context otherwise requires, a section of this Agreement; (d) anyexhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) anyPerson include successors and assigns; (f) unless otherwise indicated, time of day mean time of day at Agent’s notice address under Section 14.3.1; or(g) discretion of Agent, Issuing Bank or any Lender shall mean the sole and absolute discretion of such Person. All references to Value, Borrowing Basecomponents, Loans, Letters of Credit, Obligations and other amounts herein shall be denominated in Dollars, unless expressly provided otherwise, and alldeterminations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in lightof the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwisereasonably satisfactory to Agent (and not necessarily calculated in accordance with GAAP). All terms of an accounting or financial nature used herein shall beconstrued, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting StandardsCodification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value anyIndebtedness or other liabilities of any Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment ofIndebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification orFinancial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, andsuch Indebtedness shall at all times be valued at the full stated principal amount thereof. Borrowers shall have the burden of establishing any allegednegligence, misconduct or lack of good faith by Agent, Issuing Bank or any Lender under any Loan Documents. No provision of any Loan Documents shallbe construed against any party by reason of such party having, or being deemed to have, drafted the provision. Reference to a Borrower’s “knowledge” orsimilar concept means actual knowledge of a Senior Officer.1.5 Certain Pro Forma Calculations. Notwithstanding anything to the contrary herein, the Net First Lien Leverage Ratio, the Total Net LeverageRatio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.5, provided that, notwithstanding anything to thecontrary in clause (a), (b) or (c) of this Section 1.5, when calculating the Fixed Charge Coverage Ratio for purposes of determining whether the PaymentConditions have been satisfied, the events described in this Section 1.5 that occurred subsequent to the end of the applicable testing period shall not be givenpro forma effect.(a) For purposes of calculating the Net First Lien Leverage Ratio, the Net Total Leverage Ratio and the Fixed Charge Coverage Ratio, Pro FormaTransactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been consummated (i) during the applicable period offour consecutive fiscal quarters (or, in the case of the Fixed Charge Coverage Ratio, 12 consecutive months) for which such financial ratio is being determined(the “Test Period”), or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is madeshall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and thecomponent financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Test Period.(b) If pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a financial oraccounting Senior Officer of Borrowers and include only those adjustments that would be permitted or required by Regulation S-X. 41(c) In the event that Borrowers or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment,retirement or extinguishment) any Indebtedness included in the calculations of Net Total Leverage Ratio, Net First Lien Leverage Ratio or Fixed ChargeCoverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the Ordinary Course of Business for working capitalpurposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made,then the Net Total Leverage Ratio, Net First Lien Leverage Ratio or Fixed Charge Coverage Ratio subsequent to the end of the applicable Test Period and prior toor simultaneously with the event for which the calculation of any such ratio is made, the Net Total Leverage Ratio, Net First Lien Leverage Ratio or FixedCharge Coverage Ratio, as applicable, shall be calculated after giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required,as if the same had occurred on the first day of the applicable Test Period.SECTION 2. CREDIT FACILITIES2.1 Commitment.2.1.1 Loans. Each Lender agrees, severally on a Pro Rata basis up to its Commitment, on the terms set forth herein, to make Loans to Borrowersfrom time to time through the Commitment Termination Date. The Loans may be repaid and reborrowed as provided herein. In no event shall Lenders haveany obligation to honor a request for a Loan if the Revolver Usage at such time plus the requested Loan would exceed the Borrowing Base.2.1.2 Notes. Loans and interest accruing thereon shall be evidenced by the records of Agent and the applicable Lender. At the request of a Lender,Borrowers shall deliver promissory note(s) to such Lender, evidencing its Loan(s).2.1.3 Use of Proceeds. The proceeds of Loans shall be used by Borrowers (a) to repay the DIP Facilities (specifically, all of the ABL DIP and partof the Ad-Hoc DIP), (b) to fund certain fees and expenses associated with the closing of this credit facility and the Transactions, (c) to repay certain costs andexpenses required to be paid in connection with the emergence from Chapter 11 of Borrowers and certain of their Subsidiaries (including, but not limited to,administrative costs, cure costs and potentially to fund cash out options for trade and other unsecured claims), (d) to provide for working capital and (e) forgeneral corporate purposes (including, without limitation, for Permitted Acquisitions and Capital Expenditures).2.1.4 Voluntary Reduction or Termination of Commitments.(a) The Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. Upon atleast ten Business Day’s prior written notice to Agent, Borrowers may, at their option, terminate the Commitments and this credit facility in full. Any notice oftermination given by Borrowers shall be irrevocable; provided that any such notice may state that such notice is conditioned upon effectiveness of otherfinancing, in which case such notice may be revoked by Borrowers by notice to Agent on or prior to the specified effective date if such condition is notsatisfied; provided that Borrowers shall pay any amounts due under Section 3.9 hereof as a result of failing to repay the Obligations on the date specified insuch notice. On the termination date, Borrowers shall make Full Payment of all Obligations.(b) Borrowers may permanently reduce a portion of the Commitments, on a ratable basis for all Lenders, upon at least five Business Days’ priorwritten notice to Agent, which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimumamount of $5,000,000, or an increment of $1,000,000 in excess thereof. 422.1.5 Overadvances. If Revolver Usage exceeds the Borrowing Base (such excess amount, an “Overadvance”) at any time, such Overadvanceshall be payable by Borrowers on demand by Agent, but all such Loans and LC Obligations in excess of the Borrowing Base shall nevertheless constituteObligations secured by the Collateral and entitled to all benefits of the Loan Documents. Agent may require Lenders to honor requests for Overadvance Loansand to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance doesnot continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loansare required), and (ii) the Overadvance is not known by Agent to exceed 10% of the Borrowing Base; and (b) regardless of whether an Event of Default exists,if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance is not increased by morethan $5,000,000 and does not continue for more than 30 consecutive days; provided that the aggregate amount of outstanding Overadvances and ProtectiveAdvances shall not, at any time, exceed 10% of the Borrowing Base. In no event shall Overadvance Loans be required that would cause Revolver Usage toexceed the aggregate Commitments. Required Lenders may at any time revoke Agent’s authority to make further Overadvances by written notice to Agent. Anyfunding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. Inno event shall any Borrower or other Obligor be deemed a beneficiary of this Section 2.1.5 nor authorized to enforce any of its terms.2.1.6 Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make BaseRate Loans (“Protective Advances”) (a) up to an aggregate amount outstanding at any time not to exceed 10% of the Borrowing Base, if Agent deems suchLoans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations, as long as such Loans do not causeRevolver Usage to exceed the aggregate Commitments; or (b) if Borrowers default on their obligation to pay such amounts or any other amounts chargeable toObligors under any Loan Documents, including interest, costs, fees and expenses. Lenders shall participate on a Pro Rata basis in Protective Advancesoutstanding from time to time. Required Lenders may at any time revoke Agent’s authority to make further Protective Advances under clause (a) by writtennotice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive; provided that theaggregate amount of outstanding Overadvances and Protective Advances shall not, at any time, exceed 10% of the Borrowing Base.2.2 Letter of Credit Facility.2.2.1 Issuance of Letters of Credit. Issuing Bank shall issue Letters of Credit from time to time until 30 days prior to the Revolver TerminationDate (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following:(a) Each Borrower acknowledges that Issuing Bank’s issuance of any Letter of Credit is conditioned upon Issuing Bank’s receipt of a LCApplication with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily require forissuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives aLC Request and LC Application at least three Business Days prior to the requested date of issuance; (ii) each LC Condition is satisfied; and (iii) if aDefaulting Lender exists, such Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any Fronting Exposureassociated with such Lender. If, in sufficient time to act, Issuing Bank receives written notice from Agent or Required Lenders that a LC Condition has notbeen satisfied, Issuing Bank shall not issue the requested Letter of Credit. Prior to receipt of any such notice, Issuing Bank shall not be deemed to haveknowledge of any failure of LC Conditions.(b) Letters of Credit may be requested by a Borrower to support obligations incurred in the Ordinary Course of Business, or as otherwiseapproved by Agent. Increase, renewal or extension of a Letter of Credit shall be treated as issuance of a new Letter of Credit, except that Issuing Bank mayrequire a new LC Application in its discretion. 43(c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of anyLetter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value ordelivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing,value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documentsor of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship,any goods referred to in a Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connectionwith any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays intransmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms;the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of IssuingBank, Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documentsshall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged withproceeds of any Letter of Credit.(d) In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bankshall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by IssuingBank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Issuing Bank may consult with and employ legalcounsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fullyprotected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and attorneys-in-fact inconnection with any matter relating to Letters of Credit or LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.(e) If any Borrower so requests in any applicable Letter of Credit application, Issuing Bank may, in its discretion, agree to issue a Letter of Creditthat has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit theIssuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) bygiving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at thetime such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, Borrowers shall not be required to make a specific request to the IssuingBank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require)the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date at least 5 Business Days prior to the Revolver Termination Date;provided, however, that the Issuing Bank shall not permit any such extension if Issuing Bank has received notice (which may be by telephone or in writing)on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from Agent that the Required Lenders have elected not to permitsuch extension or (2) from Agent, any Lender or any Borrower that one or more of the applicable conditions specified in Section 6.2 is not then satisfied, andin each such case directing the Issuing Bank not to permit such extension. 442.2.2 Reimbursement; Participations.(a) If Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Base Rate Loans from theReimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Creditshall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter ofCredit or the existence of any claim, setoff, defense or other right that Borrowers may have at any time against the beneficiary. Whether or not Borrower Agentsubmits a Notice of Borrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Loans in an amount necessary to pay all amounts dueIssuing Bank on any Reimbursement Date and each Lender shall fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated,an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.(b) Each Lender hereby irrevocably and unconditionally purchases from Issuing Bank, without recourse or warranty, an undivided Pro Rataparticipation in all LC Obligations outstanding from time to time. Issuing Bank is issuing Letters of Credit in reliance upon this participation. If Borrowers donot make a payment to Issuing Bank when due hereunder, Agent shall promptly notify Lenders and each Lender shall within one Business Day after suchnotice pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall providecopies of Letters of Credit and LC Documents in its possession at such time.(c) The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under aLetter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall bemade in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft,certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, noncompliant, invalid or insufficient in anyrespect or any statement therein being untrue or inaccurate in any respect; any waiver by Issuing Bank of a requirement that exists for its protection (and not aBorrower’s protection) or that does not materially prejudice a Borrower; any honor of an electronic demand for payment even if a draft is required; anypayment of an item presented after a Letter of Credit’s expiration date if authorized by the UCC or applicable customs or practices; or any setoff or defensethat an Obligor may have with respect to any Obligations. Issuing Bank does not assume any responsibility for any failure or delay in performance or anybreach by any Borrower or other Person of any obligations under any LC Documents. Issuing Bank does not make to Lenders any express or impliedwarranty, representation or guaranty with respect to any Letter of Credit, Collateral, LC Document or Obligor. Issuing Bank shall not be responsible to anyLender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness orenforceability of any LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any Collateral or the perfection of anyLien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor.(d) No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with anyLetter of Credit or LC Document except as a result of its gross negligence or willful misconduct. Issuing Bank may refrain from taking any action with respectto a Letter of Credit until it receives written instructions (and in its discretion, appropriate assurances) from the Lenders.2.2.3 Cash Collateral. Subject to Section 2.1.5, if at any time (a) an Event of Default exists, (b) the Commitment Termination Date has occurred,or (c) the Revolver Termination Date is scheduled to occur within 20 days, then Borrowers shall, at Issuing Bank’s or Agent’s request, Cash Collateralize alloutstanding Letters of Credit. Borrowers shall, at Issuing Bank’s or Agent’s request at any time, Cash Collateralize the Fronting Exposure of any DefaultingLender. If Borrowers fail to provide 45any Cash Collateral as required hereunder, Lenders may (and shall upon direction of Agent) advance, as Loans, the amount of Cash Collateral required(whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied).2.2.4 Resignation of Issuing Bank. Issuing Bank may resign at any time upon notice to Agent and Borrowers. From the effective date of suchresignation, Issuing Bank shall have no obligation to issue, amend, renew, extend or otherwise modify any Letter of Credit, but shall continue to have allrights and other obligations of an Issuing Bank hereunder relating to any Letter of Credit issued by it prior to such date. Agent shall promptly appoint areplacement Issuing Bank, which, as long as no Default or Event of Default exists, shall be reasonably acceptable to Borrowers.2.2.5 Existing Letter of Credit. On the Closing Date, (a) the Existing Letter of Credit, to the extent outstanding, shall be automatically and withoutfurther action by the parties thereto deemed converted into a Letter of Credit issued pursuant to Section 2.2 for the account of Borrowers and subject to theprovisions hereof, and for this purpose fees in respect thereof pursuant to Section 3.2.2 shall be payable (in substitution for any fees set forth in theapplicable letter of credit reimbursement agreements or applications relating to the Existing Letter of Credit, except to the extent that such fees are also payablepursuant to Section 3.2.2) as if the Existing Letter of Credit had been issued on the Closing Date, (b) the Existing Letter of Credit shall be included in thecalculation of LC Obligations and (c) all liabilities of Borrowers with respect to the Existing Letter of Credit shall constitute Obligations secured by theCollateral. Notwithstanding the foregoing, Borrowers shall not be required to pay any additional issuance fees with respect to the issuance of the Existing Letterof Credit solely as a result of such letter of credit being converted to Letters of Credit hereunder, it being understood that the fronting, participation and otherfees set forth in Section 3.2.2 shall otherwise apply to the Existing Letter of Credit.SECTION 3. INTEREST, FEES AND CHARGES3.1 Interest.3.1.1 Rates and Payment of Interest.(a) The Obligations shall bear interest (i) if a Base Rate Loan, at the Base Rate in effect from time to time, plus the Applicable Margin; (ii) if aLIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable Margin; and (iii) if any other Obligation (including, to the extent permitted bylaw, interest not paid when due), at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Loans.(b) During an Insolvency Proceeding with respect to any Borrower, or during any other Event of Default if Agent or Required Lenders in theirdiscretion so elect, Obligations shall bear interest at the Default Rate (whether before or after any judgment). Each Borrower acknowledges that the cost andexpense to Agent and Lenders due to an Event of Default are difficult to ascertain and that the Default Rate is fair and reasonable compensation for this.(c) Interest shall accrue from the date a Loan is advanced or Obligation is incurred or payable, until paid in full by Borrowers. If a Loan is repaidon the same day made, one day’s interest shall accrue. Interest accrued on the Loans (other than any LIBOR Loan) shall be due and payable in arrears, (i) onthe first day of each month; (ii) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (iii) on the CommitmentTermination Date. Interest accrued on any LIBOR Loan shall be due and payable in arrears, (1) on the last day of each Interest Period applicable to such Loanor, if sooner, on the respective dates that fall every three months after the beginning of such Interest Period, (2) on the Commitment Termination Date, and(3) on any date of prepayment, with respect to the principal amount of Loans being prepaid. Interest accrued on any other Obligations shall be due and payableas provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand. Notwithstanding the foregoing, interestaccrued at the Default Rate shall be due and payable on demand. 463.1.2 Application of LIBOR to Outstanding Loans.(a) Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Base RateLoans to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During any Default or Event of Default, Agent may (and shall atthe direction of Required Lenders) declare that no Loan may be made, converted or continued as a LIBOR Loan.(b) Whenever Borrowers desire to convert or continue Loans as LIBOR Loans, Borrower Agent shall give Agent a Notice ofConversion/Continuation, no later than 11:00 a.m. at least two Business Days before the requested conversion or continuation date. Promptly after receivingany such notice, Agent shall notify each Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loansto be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall bedeemed to be 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Borrowers shall have failed to deliver aNotice of Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans.3.1.3 Interest Periods. In connection with the making, conversion or continuation of any LIBOR Loans, Borrowers shall select an interest period (“Interest Period”) to apply, which interest period shall be 30, 60, 90 or 180 days (if available from all Lenders); provided, however, that:(a) the Interest Period shall begin on the date the Loan is made or continued as, or converted into, a LIBOR Loan, and shall expire on thenumerically corresponding day in the calendar month at its end;(b) if any Interest Period begins on a day for which there is no corresponding day in the calendar month at its end or if such corresponding dayfalls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month; and if any Interest Period wouldotherwise expire on a day that is not a Business Day, the period shall expire on the next Business Day; and(c) no Interest Period shall extend beyond the Revolver Termination Date.3.1.4 Interest Rate Not Ascertainable. If, due to any circumstance affecting the London interbank market, Agent determines that adequate and fairmeans do not exist for ascertaining LIBOR on any applicable date or any Interest Period is not available on the basis provided herein, then Agent shallimmediately notify Borrowers of such determination. Until Agent notifies Borrowers that such circumstance no longer exists, the obligation of Lenders to makeaffected LIBOR Loans shall be suspended and no further Loans may be converted into or continued as such LIBOR Loans.3.2 Fees.3.2.1 Unused Line Fee. Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Unused Line Fee Rate times theamount by which the Commitments exceed the average daily Revolver Usage during any month. Such fee shall be payable in arrears, on the first day of eachmonth and on the Commitment Termination Date.3.2.2 LC Facility Fees. Borrowers shall pay (a) to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Applicable Margin in effect forLIBOR Loans times the average daily Stated Amount of Letters of Credit, which fee shall be payable monthly in arrears, on the first day of each month; 47(b) to Agent, for its own account, a fronting fee equal to 0.125% per annum on the Stated Amount of each Letter of Credit, which fee shall be payable monthlyin arrears, on the first day of each month; and (c) to Issuing Bank, for its own account, all customary charges associated with the issuance, amending,negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred. During an Event ofDefault, the fee payable under clause (a) shall be increased by 2% per annum.3.2.3 Fee Letters. Borrowers shall pay all fees set forth in the Fee Letters and any other fee letter executed in connection with this Agreement.3.3 Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall becomputed for the actual days elapsed, based on a year of 360 days; provided that all interest on Base Rate Loans (other than those where interest is computedby reference to LIBOR) shall be computed for the actual days elapsed, based on a year of 365 or 366 days, as applicable. Each determination by Agent of anyinterest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when dueand shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed tobe, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7,3.9 or 5.8, submitted to Borrower Agent by Agent or the affected Lender shall be final, conclusive and binding for all purposes, absent manifest error, andBorrowers shall pay such amounts to the appropriate party within 10 days following receipt of the certificate.3.4 Reimbursement Obligations. Borrowers shall pay all Extraordinary Expenses promptly upon request. Borrowers shall also reimburse Agent forall costs of field exams that Agent is entitled to conduct pursuant to Section 10.1.1 (including internally allocated costs thereof) and shall reimburse Agentand, in the case of clause (a) below, each Lead Arranger, for all reasonable and documented, out-of-pocket costs and expenses (including all legal, accounting,consulting fees and expenses) incurred by it in connection with (a) negotiation and preparation of the Commitment Letter, any Loan Documents, including anyamendment or other modification thereof, and the syndication of the Loans and Commitments by the Lead Arrangers; (b) administration of and actionsrelating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Lienson any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1, each inspection, auditor appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party; provided that Borrowers’ obligation to reimburselegal fees pursuant to this sentence shall be limited to fees, charges and disbursements of one counsel for Agent and Lenders (which shall be selected by Agent)and to the extent necessary, one special or local counsel in each appropriate jurisdiction (absent a conflict of interest, in which case the Lenders may engage andbe reimbursed for additional counsel). All legal, accounting and consulting fees shall be charged to Borrowers by Agent’s professionals at their full hourlyrates, regardless of any alternative fee arrangements that Agent, any Lender or any of their Affiliates may have with such professionals that otherwise mightapply to this or any other transaction. Borrowers acknowledge that counsel may provide Agent with a benefit (such as a discount, credit or accommodation forother matters) based on counsel’s overall relationship with Agent, including fees paid hereunder. If, for any reason (including inaccurate reporting in anyBorrower Materials), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shallbe applied retroactively and Borrowers shall immediately pay to Agent, for the ratable benefit of Lenders, an amount equal to the difference between the amountof interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section 3.4shall be due on demand. 483.5 Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it isunlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge interest rates based uponLIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars inthe London interbank market, then, on notice thereof by such Lender to Agent, any obligation of such Lender to make or continue LIBOR Loans or to convertBase Rate Loans to LIBOR Loans shall be suspended until such Lender notifies Agent that the circumstances giving rise to such determination no longer exist.Upon delivery of such notice, Borrowers shall prepay or, if applicable, convert all LIBOR Loans of such Lender to Base Rate Loans, either on the last day ofthe Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may notlawfully continue to maintain such LIBOR Loans. Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount soprepaid or converted.3.6 Inability to Determine Rates. Agent will promptly notify Borrower Agent and Lenders if, in connection with a Borrowing of, conversion to orcontinuation of a LIBOR Loan, (a) Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for theapplicable Loan amount or Interest Period, or (ii) adequate and reasonable means do not exist for determining LIBOR for the applicable Interest Period; or(b) Required Lenders determine for any reason that LIBOR for the applicable Interest Period does not adequately and fairly reflect the cost to Lenders offunding the Loan. Thereafter, the obligation of Lenders to make or maintain LIBOR Loans shall be suspended to the extent of the affected LIBOR Loan orInterest Period until Agent (upon instruction by Required Lenders) revokes the notice. Upon receipt of such notice, Borrower Agent may revoke any pendingrequest for a Borrowing, conversion or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a Base Rate Loan.3.7 Increased Costs; Capital Adequacy.3.7.1 Increased Costs Generally. If any Change in Law shall:(a) impose, modify or deem applicable any reserve, liquidity, special deposit, compulsory loan, insurance charge or similar requirement againstassets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in LIBOR) orIssuing Bank;(b) subject any Recipient to Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b), (c) or (d) of the definition of ExcludedTaxes, or (iii) Connection Income Taxes) with respect to any Loan, Letter of Credit, Commitment or other obligations, or its deposits, reserves, other liabilitiesor capital attributable thereto; or(c) impose on any Lender, Issuing Bank or interbank market any other condition, cost or expense affecting any Loan, Letter of Credit,participation in LC Obligations, Commitment or Loan Document;and the result thereof shall be to increase the cost to a Lender of making or maintaining any Loan or Commitment, or converting to or continuing any interestoption for a Loan, or to increase the cost to a Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining itsobligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by a Lender or Issuing Bank hereunder(whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Bank, Borrowers will pay to such Lender or Issuing Bank,as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred orreduction suffered. 493.7.2 Capital Requirements. If a Lender or Issuing Bank determines that a Change in Law affecting such Lender or Issuing Bank or any LendingOffice of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect ofreducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or IssuingBank’s Commitments, Loans, Letters of Credit or participations in LC Obligations or Loans, to a level below that which such Lender, Issuing Bank orholding company could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy), then from time totime Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amounts as will compensate it or its holding company for thereduction suffered.3.7.3 LIBOR Loan Reserves. If any Lender is required to maintain reserves with respect to liabilities or assets consisting of or includingEurocurrency funds or deposits, Borrowers shall pay additional interest to such Lender on each LIBOR Loan equal to the costs of such reserves allocated tothe Loan by the Lender (as determined by it in good faith, which determination shall be conclusive). The additional interest shall be due and payable on eachinterest payment date for the Loan; provided, however, that if the Lender notifies Borrowers (with a copy to Agent) of the additional interest less than 10 daysprior to the interest payment date, then the additional interest shall be payable 10 days after Borrowers’ receipt of the notice.3.7.4 Compensation. A certificate as to any additional amounts payable pursuant to this Section 3.7, showing in reasonable detail the calculationthereof, submitted by any Lender or Issuing Bank through Agent shall be conclusive in the absence of manifest error. Borrowers shall pay such Lender orIssuing Bank the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the part of any Lender or Issuing Bankto demand compensation pursuant to this Section 3.7 shall not constitute a waiver of its right to demand such compensation, but Borrowers shall not berequired to compensate a Lender or Issuing Bank for any increased costs or reductions suffered more than nine months (plus any period of retroactivity of theChange in Law giving rise to the demand) prior to the date that the Lender or Issuing Bank notifies Borrower Agent of the applicable Change in Law and ofsuch Lender’s or Issuing Bank’s intention to claim compensation therefor.3.8 Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay anyIndemnified Taxes or additional amounts with respect to a Lender under Section 5.8, then at the request of Borrower Agent, such Lender shall use reasonableefforts to designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in thejudgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in thefuture, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it or unlawful.Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.3.9 Funding Losses. If for any reason (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan does not occur on the date specifiedtherefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan occurson a day other than the end of its Interest Period, (c) Borrowers fail to repay a LIBOR Loan when required hereunder, or (d) a Lender (other than a DefaultingLender) is required to assign a LIBOR Loan prior to the end of its Interest Period pursuant to Section 13.4, then Borrowers shall pay to Agent its customaryadministrative charge and to each Lender all resulting losses and expenses including any loss, expense or fee arising from redeployment of funds ortermination of match funding but excluding any loss of anticipated profits or margin. For purposes of calculating amounts payable under this Section 3.9,each Lender shall be deemed to have funded a LIBOR Loan by a matching deposit or other borrowing in the London interbank market for a comparableamount and period, whether or not the Loan was in fact so funded. 503.10 Maximum Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under theLoan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“maximum rate”). If Agent or any Lender shallreceive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaidprincipal, refunded to Borrowers. In determining whether the interest contracted for, charged or received by Agent or a Lender exceeds the maximum rate, suchPerson may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest;(b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interestthroughout the contemplated term of the Obligations hereunder.SECTION 4. LOAN ADMINISTRATION4.1 Manner of Borrowing and Funding Loans.4.1.1 Notice of Borrowing.(a) Whenever Borrowers desire funding of Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agentby 1:00 p.m. (i) on the requested funding date, in the case of Base Rate Loans, and (ii) at least two Business Days prior to the requested funding date, in thecase of LIBOR Loans. Notices received after such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable andshall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as aBase Rate Loan or LIBOR Loan, and (D) in the case of a LIBOR Loan, the applicable Interest Period (which shall be deemed to be 30 days if not specified).(b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or othercharges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product Obligations) shall be deemed to be a request for aBase Rate Loan on the due date, in the amount due. The proceeds of such Loan shall be disbursed as direct payment of the relevant Obligation. In addition,Agent may, at its option, charge such amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates.(c) If a Borrower maintains a disbursement account with Agent or any of its Affiliates, then presentation for payment in the account of a PaymentItem when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Loan on the presentation date, in the amount of the PaymentItem. Proceeds of the Loan may be disbursed directly to the account.4.1.2 Fundings by Lenders. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice ofBorrowing (or deemed request for a Borrowing) by 1:00 p.m. on the proposed funding date for a Base Rate Loan or by 3:00 p.m. at least two Business Daysbefore a proposed funding of a LIBOR Loan. Each Lender shall fund its Pro Rata share of a Borrowing in immediately available funds not later than 3:00 p.m.on the requested funding date, unless Agent’s notice is received after the times provided above, in which case Lender shall fund its Pro Rata share by 11:00a.m. on the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall disburse the Borrowing proceeds as directed by BorrowerAgent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its share of a Borrowing, Agentmay assume that such Lender has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If aLender’s share of a Borrowing or of a settlement under Section 4.1.3(b) is not received by Agent, then Borrowers agree to repay to Agent on demand theamount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to the Borrowing. 514.1.3 Swingline Loans; Settlement.(a) To fulfill any request for a Base Rate Loan hereunder, Agent may in its discretion advance Swingline Loans to Borrowers, up to an aggregateoutstanding amount of $20,000,000. Swingline Loans shall constitute Loans for all purposes, except that payments thereon shall be made to Agent for its ownaccount until Lenders have funded their participations therein as provided below.(b) Settlement of Loans, including Swingline Loans, among Lenders and Agent shall take place on a date determined from time to time by Agent(but at least weekly), on a Pro Rata basis in accordance with the Settlement Report delivered by Agent to Lenders. Between settlement dates, Agent may in itsdiscretion apply payments on Loans to Swingline Loans, regardless of any designation by Borrowers or any provision herein to the contrary. Each Lenderhereby purchases, without recourse or warranty, an undivided Pro Rata participation in all Swingline Loans outstanding from time to time until settled. If aSwingline Loan cannot be settled among Lenders, whether due to an Obligor’s Insolvency Proceeding or for any other reason, each Lender shall pay theamount of its participation in the Loan to Agent, in immediately available funds, within one Business Day after Agent’s request therefor. Lenders’ obligationsto make settlements and to fund participations are absolute, irrevocable and unconditional, without offset, counterclaim or other defense, and whether or notthe Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied.4.1.4 Notices. Borrowers may request, convert or continue Loans, select interest rates and transfer funds based on telephonic or e-mailedinstructions to Agent. Borrowers shall confirm each such request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation,if applicable, but if it differs materially from the action taken by Agent or Lenders, the records of Agent and Lenders shall govern. Neither Agent nor anyLender shall have any liability for any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of telephonic or e-mailedinstructions from a person believed in good faith by Agent or any Lender to be a person authorized to give such instructions on a Borrower’s behalf.4.2 Defaulting Lender. Notwithstanding anything herein to the contrary:4.2.1 Reallocation of Pro Rata Share; Amendments. For purposes of determining Lenders’ obligations or rights to fund, participate in or receivecollections with respect to Loans and Letters of Credit (including existing Swingline Loans, Protective Advances and LC Obligations), Agent may in itsdiscretion reallocate Pro Rata shares by excluding the Commitments and Loans of a Defaulting Lender from the calculation of such shares. A DefaultingLender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in Section 14.1.1(c).4.2.2 Payments; Fees. Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents,and a Defaulting Lender shall be deemed to have assigned to Agent such amounts until all Obligations owing to Agent, non-Defaulting Lenders and otherSecured Parties have been paid in full. Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize suchLender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruinghereunder during the period in which it is a Defaulting Lender, and the unfunded portion of its Commitment shall be disregarded for purposes of calculatingthe unused line fee under Section 3.2.1. If any LC Obligations owing to a Defaulted Lender are reallocated to other Lenders, fees attributable to such LCObligations under Section 3.2.2 shall be paid to such Lenders. Agent shall be paid all fees attributable to LC Obligations that are not reallocated.4.2.3 Status; Cure. Agent may determine in its discretion that a Lender constitutes a Defaulting Lender and the effective date of such status shallbe conclusive and binding on all parties, absent manifest error. Borrowers, Agent and Issuing Bank may agree in writing that a Lender has ceased 52to be a Defaulting Lender, whereupon Pro Rata shares shall be reallocated without exclusion of the reinstated Lender’s Commitments and Loans, and theRevolver Usage and other exposures under the Commitments shall be reallocated among Lenders and settled by Agent (with appropriate payments by thereinstated Lender, including payment of any breakage costs for reallocated LIBOR Loans) in accordance with the readjusted Pro Rata shares. Unless expresslyagreed by Borrowers, Agent and Issuing Bank, no reinstatement of a Defaulting Lender shall constitute a waiver or release of claims against such Lender. Thefailure of any Lender to fund a Loan, to make a payment in respect of LC Obligations or otherwise to perform obligations hereunder shall not relieve any otherLender of its obligations under any Loan Document, and no Lender shall be responsible for default by another Lender.4.3 Number and Amount of LIBOR Loans; Determination of Rate. Each Borrowing of LIBOR Loans when made shall be in a minimum amountof $500,000, plus an increment of $100,000 in excess thereof. No more than ten (10) Borrowings of LIBOR Loans may be outstanding at any time, and allLIBOR Loans having the same length and beginning date of their Interest Periods shall be aggregated together and considered one Borrowing for this purpose.Upon determining LIBOR for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone or electronically and, ifrequested by Borrowers, shall confirm any telephonic notice in writing.4.4 Borrower Agent. Each Borrower hereby designates Company (“Borrower Agent”) as its representative and agent for all purposes under the LoanDocuments, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and deliveryof Borrower Materials, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents(including in respect of compliance with covenants), and all other dealings with Agent, Issuing Bank or any Lender. Borrower Agent hereby accepts suchappointment. Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any noticeof borrowing) delivered by Borrower Agent on behalf of any Borrower. Agent and Lenders may give any notice or communication with a Borrower hereunder toBorrower Agent on behalf of such Borrower. Each of Agent, Issuing Bank and Lenders shall have the right, in its discretion, to deal exclusively with BorrowerAgent for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement orundertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it.4.5 One Obligation. The Loans, LC Obligations and other Obligations constitute one general obligation of Borrowers and are secured by Agent’s Lienon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrowerto the extent of any Obligations jointly or severally owed by such Borrower.4.6 Effect of Termination. On the effective date of the termination of all Commitments, the Obligations shall be immediately due and payable, andeach Secured Bank Product Provider may terminate its Bank Products. Until Full Payment of the Obligations, all undertakings of Borrowers contained in theLoan Documents shall continue, and Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents. Agent shall notbe required to terminate its Liens unless it receives Cash Collateral or a written agreement, in each case satisfactory to it, protecting Agent and Lenders fromdishonor or return of any Payment Item previously applied to the Obligations. Sections 2.2, 3.4, 3.6, 3.7, 3.9, 5.4, 5.8, 5.9, 12, 14.2, this Section 4.6, andeach indemnity or waiver given by an Obligor or Lender in any Loan Document, shall survive Full Payment of the Obligations.SECTION 5. PAYMENTS5.1 General Payment Provisions. All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, free andclear of (and without deduction for) any Taxes, and in immediately available funds, not later than 1:00 p.m. on the due date. Any payment after 53such time shall be deemed made on the next Business Day. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by allamounts due under Section 3.9. Borrowers agree that Agent shall have the continuing, exclusive right to apply and reapply payments and proceeds ofCollateral against the Obligations, in such manner as Agent deems advisable, but whenever possible, any prepayment of Loans shall be applied first to BaseRate Loans and then to LIBOR Loans.5.2 Repayment of Loans. Loans shall be due and payable in full on the Revolver Termination Date, unless payment is sooner required hereunder.Loans may be prepaid from time to time, without penalty or premium. Borrower Agent shall give Agent notice of such prepayment not later than 11:00 a.m.(i) one Business Day prior to the proposed prepayment date, in the case of Base Rate Loans, and (ii) three Business Days prior to the proposed prepaymentdate, in the case of LIBOR Loans. Notices received after such time shall be deemed received on the next Business Day. Subject to Section 2.1.5, if anOveradvance exists at any time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repayLoans or Cash Collateralize Letters of Credit in an amount sufficient to reduce Revolver Usage to the Borrowing Base. If any Specified Asset Dispositionincludes the disposition of Accounts or Inventory, Borrowers shall apply the proceeds thereof to repay Loans (without any Commitment reduction) equal to thegreater of (a) the book value of such Accounts and Inventory, or (b) the reduction in the Borrowing Base resulting from the disposition.5.3 Payment of Other Obligations. Obligations other than Loans, including LC Obligations and Extraordinary Expenses, shall be paid by Borrowersas provided in the Loan Documents or, if no payment date is specified, on demand.5.4 Marshaling; Payments Set Aside. None of Agent or Lenders shall be under any obligation to marshal any assets in favor of any Obligor oragainst any Obligations. If any payment by or on behalf of Borrowers is made to Agent, Issuing Bank or any Lender, or if Agent, Issuing Bank or any Lenderexercises a right of setoff, and any of such payment or setoff is subsequently invalidated, declared to be fraudulent or preferential, set aside or required(including pursuant to any settlement entered into by Agent, Issuing Bank or a Lender in its discretion) to be repaid to a trustee, receiver or any other Person,then the Obligation originally intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in full force and effectas if such payment or setoff had not occurred.5.5 Application and Allocation of Payments.5.5.1 Application. Payments made by Borrowers hereunder shall be applied (a) first, as specifically required hereby; (b) second, to Obligationsthen due and owing; (b) third, to other Obligations specified by Borrowers; and (c) fourth, as determined by Agent in its discretion.5.5.2 Post-Default Allocation. Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be appliedto the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows:(a) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent;(b) second, to all amounts owing to Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender hasfailed to settle or fund;(c) third, to all amounts owing to Issuing Bank;(d) fourth, to all Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing toLenders; 54(e) fifth, to all Obligations (other than Secured Bank Product Obligations) constituting interest;(f) sixth, to Cash Collateralize all LC Obligations;(g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) upto the amount of Bank Product Reserves relating to Secured Bank Product Obligations arising under Hedging Agreements existing therefor;(h) eighth, to all other Secured Bank Product Obligations; and(i) last, to all remaining Obligations.Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all precedingcategories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. Monies and proceedsobtained from an Obligor shall not be applied to its Excluded Swap Obligations, but appropriate adjustments shall be made with respect to amounts obtainedfrom other Obligors to preserve the allocations in any applicable category. Agent shall have no obligation to calculate the amount of any Secured Bank ProductObligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculationwithin five days following request, Agent may assume the amount is zero. The allocations set forth in this Section 5.5.2 are solely to determine the rights andpriorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. This Section 5.5.2 isnot for the benefit of or enforceable by any Obligor, and each Borrower irrevocably waives the right to direct the application of any payments or Collateralproceeds subject to this Section 5.5.2.5.5.3 Erroneous Application. Agent shall not be liable for any application of amounts made by it in good faith and, if any such application issubsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made shall be torecover the amount from the Person that actually received it (and, if such amount was received by a Secured Party, the Secured Party agrees to return it).5.6 Dominion Account. The ledger balance in the main Dominion Account as of the end of a Business Day and all proceeds of ABL Priority Collateralreceived by Agent as of the end of any Business Day shall be applied to the Obligations at the beginning of the next Business Day during any Cash DominionTrigger Period. If a credit balance results from such application and all Letters of Credit required to be Cash Collateralized in accordance with the terms hereofshall have been so Cash Collateralized, it shall not accrue interest in favor of Borrowers and shall promptly be made available to Borrowers.5.7 Account Stated. Agent shall maintain, in accordance with its customary practices, loan account(s) evidencing the Indebtedness of Borrowershereunder. Any failure of Agent to record anything in a loan account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers topay any amount owing hereunder. Entries made in a loan account shall constitute presumptive evidence of the information contained therein. If anyinformation contained in a loan account is provided to or inspected by any Person, the information shall be conclusive and binding on such Person for allpurposes absent manifest error, except to the extent such Person notifies Agent in writing within 30 days after receipt or inspection that specific information issubject to dispute. 555.8 Taxes.5.8.1 Payments Free of Taxes; Obligation to Withhold; Tax Payment.(a) All payments of Obligations by Obligors shall be made without deduction or withholding for any Taxes, except as required by Applicable Law.If Applicable Law (as determined by Agent in its discretion) requires the deduction or withholding of any Tax from any such payment by Agent or an Obligor,then Agent or such Obligor shall be entitled to make such deduction or withholding based on information and documentation provided pursuant to Section 5.9.(b) If Agent or any Obligor is required by the Code to withhold or deduct Taxes, including backup withholding and withholding taxes, from anypayment, then (i) Agent shall pay the full amount that it determines is to be withheld or deducted to the relevant Governmental Authority pursuant to the Code,and (ii) to the extent the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Obligor shall be increased asnecessary so that the Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.(c) If Agent or any Obligor is required by any Applicable Law other than the Code to withhold or deduct Taxes from any payment, then (i) Agentor such Obligor, to the extent required by Applicable Law, shall timely pay the full amount to be withheld or deducted to the relevant Governmental Authority,and (ii) to the extent the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Obligor shall be increased asnecessary so that the Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.5.8.2 Payment of Other Taxes. Without limiting the foregoing, Borrowers shall timely pay to the relevant Governmental Authority in accordancewith Applicable Law, or at Agent’s option, timely reimburse Agent for payment of, any Other Taxes.5.8.3 Tax Indemnification.(a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (includingthose imposed or asserted on or attributable to amounts payable under this Section 5.8.3) payable or paid by such Recipient or required to be withheld ordeducted from a payment to such Recipient, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whetheror not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and holdharmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section 5.8.3.Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section 5.8.3. A certificate as to the amountof such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of anyRecipient, shall be conclusive absent manifest error.(b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable tosuch Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligationto do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as requiredhereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payableor paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not suchIndemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make paymentwithin 10 days after demand for any amount or liability payable under this Section 5.8.3. A certificate as to the amount of such payment or liability deliveredto any Lender or Issuing Bank by Agent shall be conclusive absent manifest error. 565.8.4 Evidence of Payments. If Agent or an Obligor pays any Taxes pursuant to this Section 5.8.4, then upon request, Agent shall deliver toBorrower Agent or Borrower Agent shall deliver to Agent, respectively, a copy of a receipt issued by the appropriate Governmental Authority evidencing thepayment, a copy of any return required by Applicable Law to report the payment, or other evidence of payment reasonably satisfactory to Agent or BorrowerAgent, as applicable.5.8.5 Treatment of Certain Refunds. Unless required by Applicable Law, at no time shall Agent have any obligation to file for or otherwise pursueon behalf of a Lender or Issuing Bank, nor have any obligation to pay to any Lender or Issuing Bank, any refund of Taxes withheld or deducted from fundspaid for the account of a Lender or Issuing Bank. If a Recipient determines in its discretion that it has received a refund of any Taxes as to which it has beenindemnified by Borrowers or with respect to which a Borrower has paid additional amounts pursuant to this Section 5.8.5, it shall pay Borrowers an amountequal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers with respect to the Taxes giving rise tosuch refund), net of all reasonable out-of-pocket expenses (including Taxes imposed in connection with such refund) incurred by such Recipient, and withoutinterest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Borrowers agree, upon request by theRecipient, to repay the amount paid over to Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to theRecipient if the Recipient is required to repay such refund to the Governmental Authority. Notwithstanding anything herein to the contrary, no Recipient shallbe required to pay any amount to Borrowers to the extent such payment would place the Recipient in a less favorable net after-Tax position than it would havebeen in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnificationpayments or additional amounts with respect to such Tax had never been paid. In no event shall Agent or any Recipient be required to make its tax returns (orany other information relating to its taxes that it deems confidential) available to any Obligor or other Person.5.8.6 Survival. Each party’s obligations under Sections 5.8 and 5.9 shall survive the resignation or replacement of Agent or any assignment ofrights by or replacement of a Lender or Issuing Bank, the termination of the Commitments, and the repayment, satisfaction, discharge or Full Payment of anyObligations.5.9 Lender and Agent Tax Information.5.9.1 Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments of Obligationsshall deliver to Borrowers and Agent properly completed and executed documentation reasonably requested by Borrowers or Agent as will permit suchpayments to be made without or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrowers or Agent, shall deliver suchother documentation prescribed by Applicable Law or reasonably requested by Borrowers or Agent to enable them to determine whether such Lender is subjectto backup withholding or information reporting requirements and to satisfy any such information reporting requirements. Notwithstanding the foregoing, suchdocumentation (other than documentation described in Sections 5.9.2(a), (b) and (d)) shall not be required if a Lender reasonably believes delivery of thedocumentation would subject it to any material unreimbursed cost or expense or would materially prejudice its legal or commercial position.5.9.2 Lender Documentation. Without limiting the foregoing, if any Borrower is a U.S. Person,(a) Any Lender that is a U.S. Person shall deliver to Borrowers and Agent on or prior to the date on which such Lender becomes a Lenderhereunder, from time to time thereafter upon reasonable request of Borrowers or Agent and pursuant to Section 5.9.4, executed originals of IRS Form W-9,certifying that such Lender is exempt from U.S. federal backup withholding Tax; 57(b) Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers and Agent (in such number of copies as shall berequested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender hereunder, from time to time thereafter upon reasonablerequest of Borrowers or Agent and pursuant to Section 5.9.4, whichever of the following is applicable:(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect topayments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from or reduction of U.S. federalwithholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to other payments under the Loan Documents, IRS Form W-8BEN establishing an exemption from or reduction of U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of suchtax treaty;(ii) executed originals of IRS Form W-8ECI;(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Sections 871(h) or 881(c) of the Code,(x) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank” within the meaning ofSection 881(c)(3)(A) of the Code, a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlledforeign corporation” described in Section 881(c)(3)(C) of the Code (“U.S. Tax Compliance Certificate”), and (y) executed originals of IRS Form W-8BEN; or(iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or othercertification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirectpartners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificatesubstantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner;(c) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers and Agent (in such number of copies as shall berequested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender hereunder, from time to time thereafter upon the reasonablerequest of Borrowers or Agent and pursuant to Section 5.9.4, executed originals of any other form prescribed by Applicable Law as a basis for claimingexemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed byApplicable Law to permit Borrowers or Agent to determine the withholding or deduction required to be made; and(d) if payment of an Obligation to a Recipient would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to failto comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code), such Recipient shalldeliver to Borrowers and Agent at the time(s) prescribed by Applicable Law and otherwise as reasonably requested by Borrowers or Agent or pursuant toSection 5.9.4, such documentation prescribed by Applicable Law (including Section 1471(b)(3)(C)(i) of the Code) and such additional documentationreasonably requested by Borrowers or Agent as may be necessary for them to comply with their obligations under FATCA and to determine that such Recipienthas complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause(d), “FATCA” shall include any amendments made to FATCA after the date hereof. 585.9.3 Agent Documentation . Any Agent that is entitled to an exemption from or reduction of withholding Tax with respect to payments ofObligations shall deliver to Borrowers properly completed and executed documentation reasonably requested by Borrowers as will permit such payments to bemade without or at a reduced rate of withholding. In addition, any Agent, if reasonably requested by a Borrower, shall deliver such other documentationprescribed by Applicable Law or reasonably requested by such Borrower as will enable such Borrower to determine whether or not such Agent is subject tobackup withholding or information reporting requirements and to satisfy any such information reporting requirements. Without limiting the foregoing, if anyBorrower is a U.S. Person, any Agent that is a U.S. Person shall deliver to Borrowers on or prior to the date on which such Agent becomes an Agenthereunder, from time to time thereafter upon reasonable request of Borrowers and pursuant to Section 5.9.4, executed originals of IRS Form W-9, certifyingthat such Agent is exempt from U.S. federal backup withholding Tax5.9.4 Redelivery of Documentation. If any form or certification previously delivered by a Recipient pursuant to this Section 5.9 expires orbecomes obsolete or inaccurate in any respect, such Recipient shall promptly update the form or certification or notify Borrowers and Agent in writing of itsinability to do so.5.10 Nature and Extent of Each Borrower’s Liability.5.10.1 Joint and Several Liability. Each Borrower agrees that it is jointly and severally liable for, and absolutely and unconditionally guaranteesto Agent and Lenders the prompt payment and performance of, all Obligations, except its Excluded Swap Obligations. Each Borrower agrees that its guarantyobligations hereunder constitute a continuing guaranty of payment and not of collection, that such obligations shall not be discharged until Full Payment of theObligations, and that such obligations are absolute and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination orany future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Obligor is or maybecome a party or be bound; (b) the absence of any action to enforce this Agreement (including this Section 5.10) or any other Loan Document, or any waiver,consent or indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserverights against, any security or guaranty for any Obligations or any action, or the absence of any action, by Agent or any Lender in respect thereof (includingthe release of any security or guaranty); (d) the insolvency of any Obligor; (e) any election by Agent or any Lender in an Insolvency Proceeding for theapplication of Section 1111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession underSection 364 of the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Obligor for the repayment of anyObligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that might otherwise constitute a legal orequitable discharge or defense of a surety or guarantor, except Full Payment of the Obligations.5.10.2 Waivers.(a) Each Borrower expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, tocompel Agent or Lenders to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance of any Obligationsbefore, or as a condition to, proceeding against such Borrower. Each Borrower waives all defenses available to a surety, guarantor or accommodation co-obligorother than Full Payment of Obligations and waives, to the maximum extent permitted by law, any right to revoke any guaranty of Obligations as long as it is aBorrower. It is agreed among each Borrower, Agent and Lenders that the 59provisions of this Section 5.10 are of the essence of the transaction contemplated by the Loan Documents and that, but for such provisions, Agent andLenders would decline to make Loans and issue Letters of Credit. Each Borrower acknowledges that its guaranty pursuant to this Section 5.10 is necessary tothe conduct and promotion of its business, and can be expected to benefit such business.(b) Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral orany Real Estate by judicial foreclosure or nonjudicial sale or enforcement, without affecting any rights and remedies under this Section 5.10. If, in taking anyaction in connection with the exercise of any rights or remedies, Agent or any Lender shall forfeit any other rights or remedies, including the right to enter adeficiency judgment against any Borrower or other Person, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, eachBorrower consents to such action and waives any claim based upon it, even if the action may result in loss of any rights of subrogation that any Borrowermight otherwise have had. Any election of remedies that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgmentagainst any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. Each Borrower waives all rights and defensesarising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for Obligations, even though that election of remediesdestroys such Borrower’s rights of subrogation against any other Person. Agent may bid Obligations, in whole or part, at any foreclosure, trustee or other sale,including any private sale, and the amount of such bid need not be paid by Agent but shall be credited against the Obligations. The amount of the successfulbid at any such sale, whether Agent or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral,and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligationsguaranteed under this Section 5.10, notwithstanding that any present or future law or court decision may have the effect of reducing the amount of anydeficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.5.10.3 Extent of Liability; Contribution.(a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.10 shall not exceed the greater of (i) all amountsfor which such Borrower is primarily liable, as described in clause (c) below, and (ii) such Borrower’s Allocable Amount.(b) If any Borrower makes a payment under this Section 5.10 of any Obligations (other than amounts for which such Borrower is primarilyliable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments previously or concurrently made by any other Borrower, exceeds theamount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payments in the sameproportion that such Borrower’s Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receivecontribution and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, ratably based upon theirrespective Allocable Amounts in effect immediately prior to such Guarantor Payment. The “Allocable Amount” for any Borrower shall be the maximumamount that could then be recovered from such Borrower under this Section 5.10 without rendering such payment voidable under Section 548 of theBankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law.(c) Section 5.10.3(a) shall not limit the liability of any Borrower to pay or guarantee Loans made directly or indirectly to it (including Loansadvanced hereunder to any other Person and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower), LC Obligations relating to Lettersof Credit issued to support its business, Secured Bank Product Obligations incurred to support its business, and all accrued interest, fees, expenses and otherrelated Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder. Agent and Lenders shall have the right,at any time in their discretion, to condition Loans and Letters of Credit upon a separate calculation of borrowing availability for each Borrower and to restrictthe disbursement and use of Loans and Letters of Credit to a Borrower based on that calculation. 60(d) Each Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointlyand severally, absolutely, unconditionally and irrevocably undertakes to guaranty such Swap Obligations of each Specified Obligor as may be needed bysuch Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, onlyup to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under thisSection 5.10 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under thisSection 5.10 shall remain in full force and effect until Full Payment of all Obligations. Each Obligor intends this Section 5.10.3(d) to constitute, and thisSection 5.10.3(d) shall be deemed to constitute, a guarantee of the obligations of each Obligor for all purposes of the Commodity Exchange Act.5.10.4 Joint Enterprise. Each Borrower has requested that Agent and Lenders make this credit facility available to Borrowers on a combinedbasis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and thesuccessful operation of each Borrower is dependent upon the successful performance of the integrated group. Borrowers believe that consolidation of theircredit facility will enhance the borrowing power of each Borrower and ease administration of the facility, all to their mutual advantage. Borrowers acknowledgethat Agent’s and Lenders’ willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation toBorrowers and at Borrowers’ request.5.10.5 Subordination. Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation,reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Obligor, howsoever arising, to the FullPayment of its Obligations.SECTION 6. CONDITIONS PRECEDENT6.1 Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requestedLoan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions hasbeen satisfied:(a) This Agreement, the Guarantee and Collateral Agreement, the Perfection Certificate, the Intercreditor Agreement and each other Loan Documentrequired by the terms hereof to be delivered on the Closing Date shall have been duly executed and copies of executed counterparts of each such Loan Documentshall have been delivered to Agent by each of the signatories thereto.(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral (other than Collateralwhich may be perfected post-closing in accordance with the terms hereof) (or arrangements satisfactory to Agent for filing financing statements shall have beenmade), as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, exceptPermitted Liens.(c) Agent shall have received a life-of-loan flood hazard determination for all Real Estate owned by an Obligor and, if such Real Estate is located ina special flood hazard area, an acknowledged notice to the applicable Borrower and flood insurance by an insurer acceptable to Agent.(d) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, set forth on Schedule 8.5, inform and substance, and with financial institutions, satisfactory to Agent and duly executed Deposit Account Control Agreements, in form and substance,reasonably satisfactory to Agent. 61(e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Borrower Agentcertifying that, after giving effect to the initial Loans and transactions hereunder, (i) Company and each of its Subsidiaries, on a consolidated basis, isSolvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct.(f) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s OrganicDocuments are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizingexecution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not beenamended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Personauthorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.(g) Agent shall have received a written opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, as well as any local counsel to Borrowers foreach jurisdiction in which an Obligor is organized, in each case, in form and substance reasonably satisfactory to Agent.(h) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official ofsuch Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or otherappropriate official of such Obligor’s jurisdiction of organization.(i) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance withthe Loan Documents.(j) Since April 28, 2012, there has been no circumstance, event or condition that has or could reasonably be expected to have a material adverseeffect on the business, assets, liabilities, operations, or financial condition of Borrowers, taken as a whole (excluding the Bankruptcy Proceedings and anyhistorical events associated with the Bankruptcy Proceedings, and any events that customarily occur as part of a proceeding under Chapter 11 of theBankruptcy Code).(k) No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmentalinstrumentality that (i) could reasonably be expected to have a material adverse effect on the business, assets, liabilities, operations, or financial condition ofObligors, taken as a whole, or could impair the ability of an Obligor to perform its obligations under the Loan Documents; or (ii) could reasonably be expectedto materially and adversely affect the Transactions.(l) Agent and the Lead Arrangers shall have received, in form and substance satisfactory to Agent and the Lead Arrangers, (i) a pro forma balancesheet of Company and its Subsidiaries dated as of the Closing Date and giving effect to the effectiveness of the Plan of Reorganization, (ii) financial projectionsof Company and its Subsidiaries, evidencing Borrowers’ ability to comply with the financial covenant set forth in the Loan Documents, and (iii) interimfinancial statements for Company and its Subsidiaries as of a date not more than 30 days prior to the Closing Date.(m) Agent shall have received reasonably satisfactory evidence that Borrowers have received all governmental and third party consents andapprovals as may be appropriate in connection with the Transactions. 62(n) Agent and the Lead Arrangers shall have received a final collateral appraisal and field examination addressed or assigned to each of them andupon which each of them are entitled to rely and to share with potential lenders. Such collateral appraisal and field examination shall be, in each case,satisfactory to Agent and the Lead Arrangers.(o) Borrowers shall have paid all fees and expenses to be paid to Agent, the Lead Arrangers and Lenders on the Closing Date.(p) Agent shall have received a Borrowing Base Certificate prepared as of the Friday immediately prior to the Closing Date. Upon giving effect tothe initial funding of loans and issuance of letters of credit, the consummation of the Transactions and the payment by Borrowers of all fees and expensesincurred in connection with the Transactions (including but not limited to administrative costs, cure costs, and the funding of cash out options for trade andother unsecured claims but excluding any Delayed Admin Claims), including those payable post-closing, as well as any payables stretched beyond theircustomary payment practices, Availability shall be at least $45,000,000. In addition, Agent and the Lead Arrangers shall have received, in form and substancesatisfactory to them, a 13-week cash flow statement commencing on the Closing Date and ending 13 weeks thereafter, demonstrating that Availability is notless than $25,000,000 at any time during such 13-week period.(q) (i) Concurrently with the closing of the Senior Credit Facility, the obligations under each of the DIP Facilities shall have been discharged andsatisfied in full, all commitments thereunder shall have been terminated, any unexpired letters of credit issued thereunder shall have been returned orcollateralized in accordance with the terms of the Plan of Reorganization and all Liens securing the DIP Facilities shall have been released, and Agent and theLead Arrangers shall have received (x) a payoff letter to that effect from the administrative agent under each of the DIP Facilities and (y) evidence reasonablysatisfactory to it of the termination of all UCC financing statement filings relating to the DIP Facilities and (ii) after consummation of the Plan ofReorganization and giving effect to the Transactions, Obligors shall have no outstanding Indebtedness, contingent liabilities or claims against them, except asexpressly contemplated by the Plan of Reorganization and expressly permitted under the Loan Documents.(r) Company shall have entered into the Term Loan Facility in an amount not to exceed $145,000,000 on terms acceptable to Agent and theArrangers.(s) The Confirmation Order shall (i) not have been reversed, vacated, amended, supplemented or otherwise modified in any manner without thewritten consent of Agent and the Lead Arrangers and (ii) be in full force and effect, unstayed, final and non-appealable and not subject to any appeal, motionto stay, motion for rehearing or reconsideration or a petition for writ of certiorari, unless waived by Agent and the Lead Arrangers in writing in their solediscretion.(t) Agent shall have received evidence of the Delayed Admin Claims as contemplated by Article III.B.3 of the Plan of Reorganization.(u) (i) All conditions precedent to the effectiveness of the Plan of Reorganization shall have been or shall substantially concurrently be satisfied or,with the consent of Agent and the Lead Arrangers, waived, (ii) the effective date of the Plan of Reorganization shall have occurred on or before the Closing Date,(iii) the substantial consummation (as defined in Section 1101 of the Bankruptcy Code) of the Plan of Reorganization in accordance with its terms shall occursubstantially contemporaneously with the Closing Date and (iv) the Term Loan Documents, the Intercreditor Agreement and all other documents, agreementsand instruments necessary to consummate the Plan of Reorganization on the Effective Date (as defined in the Plan of Reorganization) shall, unless consented toby the Lead Arrangers, be consistent with the Plan of Reorganization and with the final engagement letter and term sheet in respect of the Term Loan Agreementreviewed by the Lead Arrangers prior to the date of the Commitment Letter, exclusive of any changes that do not materially adversely affect the interests ofAgent or the Lenders in their capacities as such in connection with this Agreement. 63(v) Agent and Lenders shall have received all documentation and instruments required by regulatory authorities with respect to Borrowers underapplicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, that has been reasonablyrequested by Lenders in advance of the Closing Date.(w) Agent shall have received evidence of payoff of that certain Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, dated as ofJanuary 31, 2013, among Company and certain of its Subsidiaries party thereto, as borrowers, the guarantors party thereto, as guarantors, the lenders partythereto, as lenders, and Bayside Finance LLC, as administrative agent.6.2 Conditions Precedent to All Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuanceof any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;(b) (i) with respect to any credit extension on the Closing Date, the representations and warranties of each Obligor in the Loan Documents shall betrue and correct on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to anearlier date) and (ii) with respect to any credit extension after the Closing Date, the representations and warranties of each Obligor in the Loan Documents shallbe true and correct in all material respects (except to the extent already qualified by materiality, in which case it will be true and correct in all respects) on thedate of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date);(c) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and(d) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied.Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute arepresentation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant.SECTION 7. COLLATERAL7.1 Cash Collateral. Cash Collateral may be invested, at Agent’s discretion (and with the consent of Borrowers, as long as no Event of Defaultexists), but Agent shall have no duty to do so, regardless of any agreement or course of dealing with any Borrower, and shall have no responsibility for anyinvestment or loss. As security for its Obligations, each Borrower hereby grants to Agent a security interest in and Lien upon all Cash Collateral held fromtime to time and all proceeds thereof, whether held in a Cash Collateral Account or otherwise. Agent may apply Cash Collateral to the payment of suchObligations as they become due, in such order as Agent may elect. Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion andcontrol of Agent, and no Borrower or other Person (subject to the terms of the Intercreditor Agreement) shall have any right to any Cash Collateral, until FullPayment of the Obligations. 647.2 Real Estate Collateral. The Obligations shall also be secured by Mortgages upon all Real Estate owned by Obligors set forth on Schedule 8.6.1,which such Mortgages shall be delivered, along with the Related Real Estate Documents, within 90 days of the Closing Date (which period may be extendedwith the reasonable consent of Agent). The Mortgages shall be duly recorded, at Borrowers’ expense, in each office where such recording is required toconstitute a fully perfected Lien on the Real Estate covered thereby, subject only to Permitted Liens, including, for the avoidance of doubt, the Lien in favor ofthe Term Loan Agent. If any Borrower acquires Real Estate hereafter having a fair market value in excess of $2,500,000, Borrowers shall, within 90 days (orsuch longer period as Agent may reasonably consent) of such acquisition, execute, deliver and record a Mortgage sufficient to create a fully perfected Lien infavor of Agent on such Real Estate, subject only to Permitted Liens, including, for the avoidance of doubt, the Lien in favor of the Term Loan Agent on suchReal Estate under the Term Loan Documents, and shall deliver all Related Real Estate Documents; provided that so long as the Term Loan Facility is in effectBorrowers shall not be required to deliver any such Mortgages unless the Term Loan Agent has requested or required that Borrowers deliver such Mortgages.7.3 Other Collateral.7.3.1 Commercial Tort Claims. Borrowers shall promptly notify Agent in writing if any Borrower has a Commercial Tort Claim (other than, aslong as no Event of Default exists, a Commercial Tort Claim for less than $500,000), shall promptly amend Schedule 9.1.16 to include such claim, andshall take such actions as Agent deems appropriate to subject such claim to a duly perfected, first priority Lien in favor of Agent (subject only to the Lien infavor of the Term Loan Agent and any other Permitted First Lien Debt on such claim).7.3.2 Certain After-Acquired Collateral. Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Borrower obtains anyinterest in any Collateral consisting of Chattel Paper, Documents, Instruments, Investment Property or Letter-of-Credit Rights with a value in excess of$500,000 for any such item of Collateral and, upon Agent’s reasonable request, shall promptly take such actions as Agent deems appropriate to effect Agent’sduly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession or control agreement or Lien Waiver. Notwithstandinganything herein to the contrary, no Borrower shall take any action to perfect or record any security interest in any part of the Collateral under the laws of anyjurisdiction outside of the United States of America. If any Collateral is in the possession of a third party, at Agent’s request, Borrowers shall usecommercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.7.4 Limitations. The Lien on Collateral granted under any Loan Document is given as security only and shall not subject Agent or any Lender to, or inany way modify, any obligation or liability of Obligors relating to any Collateral. In no event shall the grant of any Lien under any Loan Document secure anExcluded Swap Obligation of the granting Obligor.7.5 Further Assurances. All Liens granted to Agent under the Loan Documents are for the benefit of Secured Parties. Promptly upon Agent’sreasonable request, Obligors shall deliver such instruments and agreements, and shall take such actions, as Agent reasonably deems appropriate underApplicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement. Each Obligor authorizes Agent to fileany financing statement that describes the Collateral as “all assets” or “all personal property” of such Obligor, or words to similar effect, and ratifies anyaction taken by Agent before the Closing Date to effect or perfect its Lien on any Collateral.SECTION 8. COLLATERAL ADMINISTRATION8.1 Borrowing Base Certificates. By the 15th day of each month, Borrowers shall deliver to Agent (and Agent shall promptly deliver same toLenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may request; provided thatduring any Reporting Trigger Period, Borrowers shall deliver a Borrowing Base Certificate within two 65Business Days after the end of each calendar week. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowersand certified by a Senior Officer, provided that Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate ofdeclines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution,quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accuratelyreflect the Availability Reserve.8.2 Administration of Accounts.8.2.1 Records and Schedules of Accounts. Each Borrower shall keep accurate and complete records of its Accounts, including all payments andcollections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodicbasis as Agent may request. Each Borrower shall also provide to Agent, on or before the 15th day of each month, a detailed aged trial balance of all Accountsas of the end of the preceding month, specifying each Account’s Account Debtor name and address, amount, invoice date and due date, showing anydiscount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of relateddocuments, repayment histories, status reports and other information as Agent may reasonably request. If Accounts in an aggregate face amount of $750,000or more cease to be Eligible Accounts, Borrowers shall notify Agent of such occurrence promptly (and in any event within one Business Day) after anyBorrower has knowledge thereof.8.2.2 Taxes. If an Account of any Borrower includes a charge for any Taxes, Agent is authorized, in its discretion, to pay the amount thereof tothe proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided, however, that neither Agent nor Lenders shall beliable for any Taxes that may be due from Borrowers or with respect to any Collateral.8.2.3 Account Verification. Whether or not a Default or Event of Default exists, Agent shall have the right at any time, in the name of Agent, anydesignee of Agent or any Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowers by mail, telephone or otherwise.Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.8.2.4 Maintenance of Dominion Account. Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonablyacceptable to Agent. Obligors shall obtain a Deposit Account Control Agreement or a Securities Account Control Agreement, in each case in form and substancereasonably satisfactory to Agent, from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and first priority perfected Lienin the lockbox or Dominion Account, requiring the immediate deposit of all remittances received in any lockbox to a Dominion Account, and waiving offsetrights of such servicer or bank, except for customary administrative charges. Prior to a Cash Dominion Period, Agent shall not deliver a notice of ExclusiveControl with respect to any Dominion Account. During a Cash Dominion Trigger Period, each Obligor hereby irrevocably waives the right to direct theapplication of funds in a Dominion Account and agrees that Agent may and, upon the written direction of the Required Lenders given at any time during suchCash Dominion Trigger Period, shall deliver a notice of exclusive control (as described in each Deposit Account Control Agreement) to each Dominion bank foreach Dominion Account, and thereafter require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America.Agent and Lenders assume no responsibility to Borrowers for any lockbox arrangement or Dominion Account, including any claim of accord and satisfactionor release with respect to any Payment Items accepted by any bank. Promptly following the commencement of any Cash Dominion Trigger Period, eachBorrower shall give notice reasonably satisfactory to Agent to each credit card processor that processes its credit card receivables to require it to make dailytransfers of the payments due from such processor to a Dominion Account. 668.2.5 Proceeds of Collateral. Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts orotherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Borrower or Subsidiary receivescash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit sameinto a Dominion Account. During any Cash Dominion Trigger Period, all amounts in any Dominion Account and all payments on Accounts or otherwiserelating to ABL Priority Collateral shall be applied to the Obligations on each Business Day as provided in Section 5.6.8.3 Administration of Inventory.8.3.1 Records and Reports of Inventory. Each Borrower shall keep accurate and complete records of its Inventory, including costs and dailywithdrawals and additions, and shall submit to Agent inventory and reconciliation reports in form reasonably satisfactory to Agent, on such periodic basis asAgent may request. Each Borrower shall conduct periodic cycle counts consistent with historical practices, and shall provide to Agent a report based on eachsuch inventory and count promptly upon completion thereof, together with such supporting information as Agent may request. Agent may participate in andobserve each physical count.8.3.2 Returns of Inventory. No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise,unless (a) such return is in the Ordinary Course of Business; (b) no Default, Event of Default or Overadvance exists or would result therefrom; (c) Agent ispromptly notified if the aggregate Value of all Inventory returned in any month exceeds $2,500,000; and (d) any payment received by a Borrower for a returnis promptly remitted to Agent for application to the Obligations.8.3.3 Acquisition, Sale and Maintenance. No Borrower shall acquire or accept any Inventory on consignment or approval, and shall take all stepsto assure that all Inventory is produced in accordance with Applicable Law, including the FLSA. No Borrower shall sell any Inventory on consignment orapproval or any other basis under which the customer may return or require a Borrower to repurchase such Inventory. Borrowers shall use, store and maintainall Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law.8.4 Administration of Equipment.8.4.1 Records and Schedules of Equipment. Each Borrower shall keep accurate and complete records of its Equipment, including kind, quality,quantity, cost, acquisitions and dispositions thereof, and shall submit to Agent, on such periodic basis as Agent may request, a current schedule thereof, inform satisfactory to Agent. Promptly upon request, Borrowers shall deliver to Agent evidence of their ownership or interests in any Equipment.8.4.2 Dispositions of Equipment. No Borrower shall sell, lease or otherwise dispose of any Equipment, without the prior written consent of Agent,other than a Permitted Asset Disposition.8.4.3 Condition of Equipment. The Equipment is in good operating condition and repair, and all necessary replacements and repairs have beenmade so that the value and operating efficiency of the Equipment is preserved at all times, reasonable wear and tear excepted except as could not reasonably beexpected to result in a Material Adverse Effect. No Borrower shall permit any Equipment to become affixed to real Property unless any landlord or mortgageedelivers a Lien Waiver. 678.5 Administration of Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintainedby Obligors, including all Dominion Accounts and all credit card processors or issuers of Borrowers. Each Obligor shall obtain a Deposit Account ControlAgreement or a Securities Account Control Agreement, in each case in form and substance satisfactory to Agent, from each lockbox servicer and eachinstitution maintaining a Deposit Account or Securities Account, as applicable, establishing Agent’s control over each such Deposit Account and each suchSecurities Account (other than (w) the Excluded Accounts (as defined in the Guarantee and Collateral Agreement), (x) an account exclusively used for payroll,payroll taxes or employee benefits, (y) a zero balance disbursement account, or (z) an account containing not more than $150,000 at any time, provided,however that amounts on deposit in all such accounts under this clause (z) do not exceed $1,000,000 at any time). Each Obligor shall be the sole accountholder of each Deposit Account and each Securities Account and shall not allow any other Person (other than Agent, and, solely to the extent provided for in theIntercreditor Agreement and each Deposit Account Control Agreement or Securities Account Control Agreement, Term Loan Agent) to have control over aDeposit Account, Securities Account or any Property deposited therein. During a Cash Dominion Trigger Period, each Obligor hereby agrees that Agent mayand, upon the written direction of the Required Lenders given at any time during such Cash Dominion Trigger Period, shall deliver a notice of exclusivecontrol (as described in each Deposit Account Control Agreement) to each institution maintaining a Deposit Account covered by a Deposit Account ControlAgreement, and thereafter require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America; provided thatunless the Term Loan Agent otherwise consents, Agent shall not deliver a notice of exclusive control with respect to the Term Priority Collateral Account unlessthe Discharge of Term Obligations (as defined in the Intercreditor Agreement) has occurred. Each Obligor shall promptly notify Agent of any opening or closingof a Deposit Account or Securities Account and, with the consent of Agent, will amend Schedule 8.5 to reflect same, which amendment shall be effectivenotwithstanding any other requirements set forth herein relating to the approval of amendments. Obligors will use commercially reasonable efforts to, by nolater than February 28, 2014, maintain Agent as their principal depository bank, including for the maintenance of operating accounts, Deposit Accounts,lockbox administration, funds transfer, information reporting services and other treasury management services; provided that Agent’s fees and expenses inconnection with such Bank Products shall be customary for current market conditions. In no event shall any proceeds of ABL Priority Collateral be depositedin a Deposit Account or Securities Account maintained with the Term Loan Agent or any lender under the Term Loan Facility unless such Person is Agent or isalso a Lender hereunder.8.6 General Provisions.8.6.1 Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrowers at thebusiness locations set forth in Schedule 8.6.1, except that Borrowers may (a) make sales or other dispositions of Collateral in accordance withSection 10.2.6; and (b) move Collateral to another location in the United States, upon 20 Business Days prior written notice to Agent.8.6.2 Insurance of Collateral; Condemnation Proceeds.(a) Each Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and otherrisks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A+, unless otherwise approved by Agent in itsdiscretion) reasonably satisfactory to Agent. Subject to the terms of the Intercreditor Agreement, all proceeds under each policy shall be payable to Agent. Fromtime to time upon request, Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. UnlessAgent shall agree otherwise and except as provided in the Intercreditor Agreement, each policy shall include satisfactory endorsements (i) showing Agent as losspayee (as its interests may appear in accordance with the Intercreditor Agreement); (ii) requiring 30 days prior written notice to Agent in the event of cancellationof the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Obligoror the owner of the 68Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Obligor fails to provide and pay for anyinsurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Obligors therefor. Each Obligor agrees to deliver to Agent,promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Obligors may settle, adjust or compromise anyinsurance claim, as long as the proceeds are delivered to Agent. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromisesuch claims.(b) Subject to the terms of the Intercreditor Agreement so long as the Term Loan Facility is in effect, (i) any proceeds of insurance (other thanproceeds from workers’ compensation or D&O insurance) and any awards arising from condemnation of any Collateral shall be paid to Agent and (ii) anysuch proceeds or awards that relate to Inventory shall be applied to payment of the Loans, and then to other Obligations. Subject to the Intercreditor Agreementso long as the Term Loan Facility is in effect, any proceeds or awards that relate to Equipment or Real Estate (or any other property that is not ABL PriorityCollateral (as defined in the Intercreditor Agreement)) shall be applied in accordance with the Term Loan Facility, then to the Loans and then to otherObligations.8.6.3 Protection of Collateral. All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, allTaxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent to any Person to realize uponany Collateral, shall be borne and paid by Borrowers. Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss ordamage thereto (except for reasonable care in its custody while Collateral is in Agent’s actual possession), for any diminution in the value thereof, or for anyact or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Borrowers’ sole risk.8.6.4 Defense of Title. Each Borrower shall defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands, exceptPermitted Liens.SECTION 9. REPRESENTATIONS AND WARRANTIES9.1 General Representations and Warranties. To induce Agent and Lenders to enter into this Agreement and to make available the Commitments,Loans and Letters of Credit, each Obligor (or, in the case of Section 9.1.6, each Borrower) represents and warrants that:9.1.1 Organization and Qualification. Each Obligor and its Subsidiaries is duly organized, validly existing and in good standing under the lawsof the jurisdiction of its organization. Each Obligor and its Subsidiaries is duly qualified, authorized to do business and in good standing as a foreigncorporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect.9.1.2 Power and Authority. Each Obligor is duly authorized to execute, deliver and perform its obligations under the Loan Documents to which itis a party. The execution, delivery and performance of the Loan Documents to which such Obligor is a party have been duly authorized by all necessaryaction, and do not (a) require any consent or approval of any holders of Equity Interests of any Obligor, except those already obtained; (b) contravene theOrganic Documents of any Obligor; (c) violate or cause a default under any Applicable Law or Material Contract; or (d) result in or require imposition of aLien (other than Permitted Liens) on any Obligor’s Property.9.1.3 Enforceability. Each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable in accordance withits terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium orsimilar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equityor at law). 699.1.4 Capital Structure. Schedule 9.1.4 shows the Company’s legal name and jurisdiction of organization. Schedule 9.1.4 shows, for eachSubsidiary of Company, its name, jurisdiction of organization, authorized and issued Equity Interests, holders of its Equity Interests, and agreementsbinding on such holders with respect to such Equity Interests. Except as disclosed on Schedule 9.1.4, in the five years preceding the Closing Date, no Obligornor any of its Subsidiaries has acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination. Each Obligorhas good title to its Equity Interests in its Subsidiaries, subject only to Agent’s Lien and the Lien in favor of Term Loan Agent under the Term LoanDocuments, and all such Equity Interests are duly issued, fully paid and non-assessable. There are no outstanding purchase options, warrants, subscriptionrights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Equity Interests of any Subsidiaries or itsSubsidiaries.9.1.5 Title to Properties; Priority of Liens. Each Obligor and its Subsidiaries has, in all material respects, good and marketable title to (or validleasehold interests in) all of its material Real Estate, and good title to all of its material personal Property, including all Property reflected in any financialstatements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except in each case as could not reasonably be expected to have aMaterial Adverse Effect. Each Obligor and its Subsidiaries has paid and discharged or is being Properly Contested all lawful claims that, if unpaid, couldbecome a Lien on its Properties, other than Permitted Liens. All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to theIntercreditor Agreement and Permitted Liens that are expressly allowed to have priority over Agent’s Liens.9.1.6 Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowerswith respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that:(a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment;(b) it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, andsubstantially in accordance with any purchase order, contract or other document relating thereto;(c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which has been furnished or isavailable to Agent on request;(d) it is not subject to any offset, Lien (other than Agent’s Lien and the Lien in favor of Term Loan Agent under the Term Loan Documents),deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it isabsolutely owing by the Account Debtor, without contingency in any respect;(e) the applicable Borrower is the sole payee or remittance party shown on the invoice for the Account;(f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, exceptdiscounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto and in thereports submitted to Agent hereunder; and 70(g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability orcollectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’scustomary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doingbusiness; and (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a materialadverse effect on the Account Debtor’s financial condition.9.1.7 Financial Statements. The consolidated and consolidating balance sheets, and related statements of income, cash flow and shareholders’equity, of Company and its Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP, and fairlypresent the financial positions and results of operations of Company and its Subsidiaries at the dates and for the periods indicated. All projections deliveredfrom time to time to Agent and Lenders have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time. SinceApril 28, 2012, there has been no change in the condition, financial or otherwise, of any Borrower or Subsidiary that could reasonably be expected to have aMaterial Adverse Effect (excluding the Bankruptcy Proceedings and any historical events associated with the Bankruptcy Proceedings, and any events thatcustomarily occur as part of a proceeding under Chapter 11 of the Bankruptcy Code). No financial statement delivered to Agent or Lenders at any timecontains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading. Companyand each of its Subsidiaries, on a consolidated basis, are Solvent.9.1.8 Surety Obligations. No Obligor nor any of its Subsidiaries is obligated as surety or indemnitor under any bond or other contract thatassures payment or performance of any obligation of any Person, except as permitted hereunder.9.1.9 Taxes. Each Obligor and its Subsidiaries has filed all material federal, state and local tax returns and other reports that it is required by lawto file, and has paid, or made provision for the payment of, all material Taxes upon it, its income and its Properties that are due and payable, except to theextent being Properly Contested. The provision for Taxes on the books of each Obligor and its Subsidiaries is adequate for all years not closed by applicablestatutes, and for its current Fiscal Year.9.1.10 Brokers. There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactionscontemplated by the Loan Documents.9.1.11 Intellectual Property. Each Obligor and its Subsidiaries owns or is licensed to use all Intellectual Property material to its respectivebusiness, and neither the use thereof nor the conduct of their respective businesses infringes, misappropriates or otherwise violates the Intellectual Propertyrights of any other Person, except for any such infringements, misappropriations and other violations that could not reasonably be expected, individually or inthe aggregate, to result in a Material Adverse Effect.9.1.12 Governmental Approvals. Each Obligor and its Subsidiaries has, is in compliance with, and is in good standing with respect to, allGovernmental Approvals necessary to conduct its business and to own, lease and operate its Properties. All necessary import, export or other licenses, permitsor certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and Obligors and their Subsidiaries havecomplied with all foreign and domestic laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance could notreasonably be expected to have a Material Adverse Effect.9.1.13 Compliance with Laws. Each Obligor and its Subsidiaries has duly complied, and its Properties and business operations are incompliance, in all material respects with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.There have been no citations, notices or orders of material noncompliance issued to any Obligor or any of its Subsidiaries under any Applicable Law thatcould reasonably be expected to have a Material Adverse Effect. No Inventory has been produced in violation of the FLSA. 719.1.14 Compliance with Environmental Laws. Except as disclosed on Schedule 9.1.14 or as could not reasonably be expected, individually or inthe aggregate, to have a Material Adverse Effect, (i) no Obligor’s nor any of its Subsidiaries’ past or present operations, Real Estate or other Properties aresubject to any federal, state or local investigation to determine whether any remedial action is needed to address any environmental pollution, hazardousmaterial or environmental clean-up; (ii) no Obligor nor any of its Subsidiaries has received any Environmental Notice; and (iii) no Obligor nor any of itsSubsidiaries has any contingent liability with respect to any Environmental Release, environmental pollution or hazardous material on any Real Estate now orpreviously owned, leased or operated by it.9.1.15 Burdensome Contracts. No Obligor nor any of its Subsidiaries is party or subject to any Restrictive Agreement, except as shown onSchedule 9.1.15. No such Restrictive Agreement prohibits the execution, delivery or performance of any Loan Document by an Obligor.9.1.16 Litigation. Except as shown on Schedule 9.1.16, there are no proceedings or investigations pending or, to any Obligor’s knowledge,threatened against any Obligor or any of its Subsidiaries, or any of their businesses, operations, Properties, prospects or conditions, that (a) relate to any LoanDocuments or transactions contemplated thereby; or (b) could reasonably be expected to have a Material Adverse Effect if determined adversely to any Obligoror any of its Subsidiaries. Except as shown on such Schedule, no Obligor has a Commercial Tort Claim (other than, as long as no Default or Event of Defaultexists, a Commercial Tort Claim for less than $500,000). No Obligor nor any of its Subsidiaries is in default with respect to any order, injunction orjudgment of any Governmental Authority, except where such violation or default could not reasonably be expected to result in a Material Adverse Effect.9.1.17 No Defaults. No event or circumstance has occurred or exists that constitutes a Default or Event of Default. No Obligor nor any of itsSubsidiaries is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default,under any Material Contract.9.1.18 ERISA. Except as disclosed on Schedule 9.1.18:(a) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) each Plan is in compliance in all material respects with theapplicable provisions of ERISA, the Code, and other federal and state laws and (ii) each Plan that is intended to qualify under Section 401(a) of the Code hasreceived a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to theknowledge of Borrowers, nothing has occurred which would prevent, or cause the loss of, such qualification.(b) There are no pending or, to the knowledge of Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority,with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of thefiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to have a Material Adverse Effect.(c) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred or is reasonably expected tooccur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability(and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 ofERISA with respect to a Multiemployer Plan; and (iv) no Obligor or ERISA Affiliate has engaged in a transaction that could reasonably be expected to besubject to Section 4069 or 4212(c) of ERISA. 72(d) Except as would not reasonably be expected to have a Material Adverse Effect, with respect to any Foreign Plan, (i) all employer and employeecontributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices;(ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the bookreserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations withrespect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account forsuch obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as required and has been maintained ingood standing with applicable regulatory authorities.9.1.19 Trade Relations. There exists no actual or threatened termination, limitation or modification of any business relationship between anyObligor or its Subsidiaries and any customer or supplier, or any group of customers or suppliers, who individually or in the aggregate are material to thebusiness of such Obligor or Subsidiary. There exists no condition or circumstance that could reasonably be expected to impair the ability of any Borrower orSubsidiary to conduct its business at any time hereafter in substantially the same manner as conducted on the Closing Date.9.1.20 Labor Relations. Except as described on Schedule 9.1.20, no Obligor nor any of its Subsidiaries is party to or bound by any collectivebargaining agreement, management agreement or consulting agreement. Except as could not reasonably be expected to result in a Material Adverse Effect, thereare no material grievances, disputes or controversies with any union or other organization of any Borrower’s or Subsidiary’s employees, or, to any Borrower’sknowledge, any asserted or threatened strikes, work stoppages or demands for collective bargaining.9.1.21 Payable Practices. No Obligor nor any of its Subsidiaries has made any material change in its historical accounts payable practices fromthose in effect on the Closing Date.9.1.22 Not a Regulated Entity. No Obligor is (a) an “investment company” or a “person directly or indirectly controlled by or acting on behalf ofan investment company” within the meaning of the Investment Company Act of 1940; or (b) subject to regulation under the Federal Power Act, the InterstateCommerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Indebtedness.9.1.23 Margin Stock. No Borrower or Subsidiary is engaged, principally or as one of its important activities, in the business of extending creditfor the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by Borrowers to purchase or carry, or toreduce or refinance any Indebtedness incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of theBoard of Governors.9.1.24 OFAC. No Obligor nor any of its Subsidiaries, nor to the knowledge of any Obligor or Subsidiary, any director, officer, employee, agent,affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions. No Obligor nor any of its Subsidiaries is located, organizedor resident in a Designated Jurisdiction. Each Obligor and its Subsidiaries is in compliance with the Patriot Act.9.1.25 Use of Proceeds. The proceeds of Loans shall be used by Borrowers (a) to repay the DIP Facilities (specifically, all of the ABL DIP andpart of the Ad-Hoc DIP), (b) to fund certain fees and expenses associated with the closing of this credit facility and the Transactions, (c) to repay certain costsand expenses required to be paid in connection with the emergence from chapter 11 of Borrowers 73and certain of their Subsidiaries (including, but not limited to, administrative costs, cure costs and potentially to fund cash out options for trade and otherunsecured claims), (d) to provide for working capital and (e) for general corporate purposes (including, without limitation, for Permitted Acquisitions andCapital Expenditures).9.1.26 Designation as Senior Debt. All Obligations are designated as “Designated Senior Indebtedness” or “Senior Debt” (or any other definedterm having a similar purpose) under, and as defined in, any indenture or other agreement related to Subordinated Debt.9.1.27 Security Documents. The Guarantee and Collateral Agreement is effective to create in favor of Agent, for the benefit of Lenders and otherSecured Parties, a valid and enforceable security interest in the Collateral described therein and proceeds thereof, to the extent contemplated by the Guaranteeand Collateral Agreement. Subject to Section 10.1.15, all actions have been taken or will be taken promptly following the Closing Date which are necessary tocause the Guarantee and Collateral Agreement to constitute, to the extent contemplated by the Guarantee and Collateral Agreement and this Agreement, a fullyperfected Lien on, and security interest in, all right, title and interest of Obligors in the Collateral and the proceeds thereof, as security for the Obligations, ineach case prior and superior in right to any other Person, except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priorityover the Liens in favor of Agent pursuant to any applicable law, or as otherwise permitted by this Agreement and (b) Liens perfected only by possession orcontrol (including possession of any certificate of title) to the extent Agent has not obtained or does not maintain possession or control of such Collateral.9.2 Accuracy of Information, Etc. None of the information, report, financial statement, exhibit or schedule (excluding the projections, forecasts orother forward-looking information and financial information referred to below) furnished by or on behalf of Borrowers to Agent or any Lender in connectionwith the negotiation of any Loan Document or included therein or delivered pursuant thereto contained, contains or will contain as of the date the same was oris furnished any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the statements therein, in the light ofthe circumstances under which they were, are or will be made, not materially misleading; provided that, to the extent any such information, report, financialstatement, exhibit or schedule was based upon or constitutes a forecast or projection, Borrowers represent and warrant only that such materials are based upongood faith estimates and assumptions believed by management to be reasonable at the time made, in light of the circumstances under which they were madeand at the time furnished (and based upon accounting principles consistent with the historical audited financial statements of Borrowers), and due care in thepreparation of such information, report, financial statement, exhibit or schedule (it being understood that forecasts and projections are subject to uncertaintiesand that there can be no assurance such results will be achieved).SECTION 10. COVENANTS AND CONTINUING AGREEMENTS10.1 Affirmative Covenants. As long as any Commitments or Obligations are outstanding, each Obligor shall, and shall cause each Subsidiary to:10.1.1 Inspections; Appraisals; Maintenance of Books and Records.(a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable prior notice and during normalbusiness hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s booksand records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financialcondition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor anyLender shall have any duty to any Obligor to make any inspection, nor to share any 74results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent andLenders for their purposes, and Obligors shall not be entitled to rely upon them. Notwithstanding the foregoing, all collateral field examinations and Inventoryappraisals shall be subject to the limitations set forth in clause (b) below.(b) Agent shall be permitted to conduct, and shall be reimbursed by Borrowers for all reasonable and documented charges, costs and expenses inconnection with (i) collateral field examinations or other examinations of any Obligor’s books and records or any other financial or Collateral matters as Agentdeems appropriate, up to two times per Loan Year; and (ii) appraisals of Inventory up to one time per Loan Year; provided, however, that (x) during anyReporting Trigger Period, such limits shall be increased to add one additional collateral field examination and one additional appraisal of Inventory per LoanYear and (y) if an examination or appraisal is initiated during a Default or Event of Default, all reasonable and documented charges, costs and expensestherefor shall be reimbursed by Borrowers without regard to such limits. Borrowers agree to pay Agent’s then standard charges for examination activities,including the standard charges of Agent’s internal examination and appraisal groups, as well as the charges of any third party used for such purposes.(c) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall bemade of all financial transactions and matters involving the assets and business of Obligors and Subsidiaries.10.1.2 Financial and Other Information. Keep adequate records and books of account with respect to its business activities, in which properentries are made in accordance with GAAP reflecting all financial transactions; and furnish to Agent and Lenders:(a) as soon as available, and in any event within 120 days after the end of the 2013 Fiscal Year and within 90 days after the close of each FiscalYear thereafter, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders’ equity for such Fiscal Year,on consolidated and consolidating bases for Company and its Subsidiaries, which consolidated statements shall be audited and certified (without any “goingconcern” or like qualification or exception or any qualification or exception as to scope of audit) by a firm of independent certified public accountants ofrecognized standing selected by Company and acceptable to Agent, and shall set forth in comparative form corresponding figures for the preceding Fiscal Yearand other information acceptable to Agent;(b) as soon as available, and in any event within 60 days after the end of the first Fiscal Quarter of the 2014 Fiscal Year, and thereafter within 45days after the end of each of the first three Fiscal Quarters of each Fiscal Year, unaudited balance sheets as of the end of such month and the related statementsof income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on consolidated and consolidating bases for Companyand its Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer ofBorrower Agent as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such month and period,subject to normal year-end adjustments and the absence of footnotes;(c) as soon as available, and in any event within 30 days after the end of each month (but within 60 days after the last month in a Fiscal Year),unaudited balance sheets as of the end of such month and the related statements of income and cash flow for such month and for the portion of the Fiscal Yearthen elapsed, on consolidated and consolidating bases for Company and its Subsidiaries, setting forth in comparative form corresponding figures for thepreceding Fiscal Year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the financialposition and results of operations for such month and period, subject to normal year-end adjustments and the absence of footnotes; 75(d) concurrently with delivery of financial statements under clauses (a), (b) and (c) above, or more frequently if requested by Agent while aDefault or Event of Default exists, a Compliance Certificate executed by the chief financial officer of Borrower Agent;(e) concurrently with delivery of financial statements under clause (a) above, copies of all management letters and other material reportssubmitted to Borrowers by their accountants in connection with such financial statements;(f) not later than 30 days prior to the end of each Fiscal Year, projections of Company’s consolidated balance sheets, results of operations, cashflow and Availability for the next Fiscal Year, month by month and for the next three Fiscal Years, year by year;(g) at Agent’s request, a listing of each Borrower’s trade payables, specifying the trade creditor and balance due, and a detailed trade payableaging, all in form reasonably satisfactory to Agent;(h) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that any Borrower has madegenerally available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses that any Borrower fileswith the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or otherstatements made available by a Borrower to the public concerning material changes to or developments in the business of such Borrower;(i) promptly after the sending or filing thereof, copies of any annual report to be filed in connection with each Plan or Foreign Plan; and(j) such other reports and information (financial or otherwise) as Agent may reasonably request from time to time in connection with any Collateralor any Borrower’s, Subsidiary’s or other Obligor’s financial condition or business.10.1.3 Notices. Notify Agent and Lenders in writing, promptly after any Senior Officer of any Borrower obtains knowledge thereof, of any of thefollowing that affects an Obligor: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adversedetermination could reasonably be expected to have a Material Adverse Effect; (b) any pending or threatened labor dispute, strike or walkout, or the expirationof any material labor contract; (c) any default under or termination of a Material Contract; (d) the existence of any Default or Event of Default; (e) anyjudgment in an amount exceeding $1,000,000; (f) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or anyEnvironmental Laws), for which an adverse resolution could reasonably be expected to have a Material Adverse Effect; (g) any Environmental Release by anObligor or on any Property owned, leased or occupied by an Obligor; or receipt of any Environmental Notice; (h) the occurrence of any ERISA Event; (i) thedischarge of or any withdrawal or resignation by Borrowers’ independent accountants; (j) any opening of a new office or place of business, at least 30 daysprior to such opening; or (k) any other matter that could reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 10.1.3shall be accompanied by a statement of a Senior Officer setting forth details of the occurrence referred to therein and stating what action Borrowers or therelevant Subsidiary proposes to take with respect thereto.10.1.4 Landlord and Storage Agreements. Upon request, provide Agent with copies of all existing agreements, and promptly after execution thereofprovide Agent with copies of all future agreements, between an Obligor and any landlord, warehouseman, processor, shipper, bailee or other Person that ownsany premises at which any Collateral may be kept or that otherwise may possess or handle any Collateral. 7610.1.5 Compliance with Laws. Comply with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-TerrorismLaws, and laws regarding collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conductof its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws) or maintain could not reasonably be expected to have aMaterial Adverse Effect. Without limiting the generality of the foregoing, if any Environmental Release occurs at or on any Properties of any Obligor orSubsidiary, it shall act promptly and diligently to investigate and report to Agent and all appropriate Governmental Authorities the extent of, and to makeappropriate remedial action to eliminate, such Environmental Release, all to the extent required by Environmental Laws, whether or not directed to do so byany Governmental Authority.10.1.6 Taxes and Payment of Obligations. Pay and discharge (a) all Taxes prior to the date on which they become delinquent or penalties attach,unless such Taxes are being Properly Contested; (b) all lawful claims which, if unpaid, would by law become a Lien upon its Property; and (c) allIndebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing suchIndebtedness.10.1.7 Insurance. In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (with a Best Ratingof at least A7, unless otherwise approved by Agent) satisfactory to Agent, (a) with respect to the Properties and business of Obligors and Subsidiaries of suchtype (including product liability, workers’ compensation, larceny, embezzlement, or other criminal misappropriation insurance), in such amounts, and withsuch coverages and deductibles as are customary for companies similarly situated; and (b) business interruption insurance in an amount not less than$25,000,000, with deductibles and subject to an Insurance Assignment satisfactory to Agent.10.1.8 Licenses. Keep each License (other than as determined in its reasonable business judgment); at the end of each fiscal quarter, notify Agentof any material proposed modification to, or termination (other than expiration by its terms) of, any such License, or entry into any new License.10.1.9 Maintenance of Existence. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under theApplicable Laws of the jurisdiction of its organization except in a transaction permitted by Section 10.2.6 or 10.2.9; (b) take all reasonable action to maintainall rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do socould not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and servicemarks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.10.1.10 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of itsbusiness in good working order and condition, ordinary wear and tear and abandonment excepted; and (b) make all necessary repairs thereto and renewalsand replacements thereof, in each case, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.10.1.11 Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it,maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to suchend as may be from time to time requested by Agent and, upon request of Agent, make to each other party to each such Material Contract such demands andrequests for information and reports or for action as any Obligor or Subsidiary is entitled to make under such Material Contract, and cause each of itsSubsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a MaterialAdverse Effect. 7710.1.12 Designation as Senior Debt. Designate all Obligations as “Designated Senior Indebtedness” or “Senior Debt” (or any other defined termhaving a similar purpose) under, and as defined in, any indenture or other agreement related to Subordinated Debt.10.1.13 Compliance with Terms of Leaseholds. Make all payments and otherwise perform all obligations in respect of all leases of real property towhich any Obligor or Subsidiary is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renewsuch leases to be forfeited or cancelled, notify Agent of any default by any party with respect to such leases and cooperate with Agent in all respects to cure anysuch default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not bereasonably likely to have a Material Adverse Effect.10.1.14 Future Subsidiaries.(a) (i) Promptly notify Agent upon any Person becoming a Subsidiary and, if such Person is not a Foreign Subsidiary or an ExcludedSubsidiary, cause it to guaranty the Obligations in a manner satisfactory to Agent, (x) upon any Person becoming a Subsidiary (other than an ExcludedSubsidiary) or (y) if any Subsidiary that was an Excluded Subsidiary but, as of the end of the most recently ended Fiscal Quarter, has ceased to be anExcluded Subsidiary; and (i) cause (x) the Equity Interests of any such Subsidiary that is not a Foreign Subsidiary and is not described in clauses (e) or(f) of the definition of Excluded Subsidiary to be pledged to Agent and 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of anysuch Subsidiary that is a Foreign Subsidiary or any Subsidiary described in clause (f) of the definition of Excluded Subsidiary that, in each case, is notdirectly or indirectly owned by a Foreign Subsidiary to be pledged to Agent; and (y) such Person to execute a Guarantee and Collateral Agreement Supplementin accordance with the Guarantee and Collateral Agreement, and to execute and deliver such documents, instruments and agreements and to take such otheractions as Agent shall require to evidence and perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all assets of such Person, includingdelivery of such legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate.(b) In connection with any Permitted Acquisition, Borrowers may elect to have an acquired Subsidiary become a Borrower so long as (i) the AssetReview and Approval Conditions shall have been satisfied and (ii) the acquired Subsidiary shall have executed a joinder agreement, in form and substancereasonably satisfactory to Agent, and shall execute and deliver such documents, instruments and agreements and take such other actions as Agent shallreasonably require to evidence and perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all assets of such Person, subject to exceptions thesame or comparable to those herein, including delivery of such legal opinions as are reasonably satisfactory to Agent and provide all documentation andinstruments required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PatriotAct.10.1.15 Post-Closing Matters. Borrowers shall satisfy the requirements set forth on Schedule 10.1.15 on or before the date specified for suchrequirement.10.1.16 Prepetition Escrow Account. Keep the Prepetition Escrow Account funded at all times equal to an amount not less than 100% of theaggregate amount outstanding owed or claimed to be owed to the Prepetition Term Loan Secured Parties (as defined in the DIP Order) under the Prepetition TermLoan Documents (as defined in the DIP Order), including professional fees and expenses.10.2 Negative Covenants. As long as any Commitments or Obligations are outstanding (other than unasserted contingent obligations not yet due andpayable), each Borrower shall not, and shall cause each Subsidiary not to: 7810.2.1 Permitted Indebtedness. Create, incur, guarantee or suffer to exist any Indebtedness, except the following (collectively, “PermittedIndebtedness”):(a) the Obligations;(b) Subordinated Debt;(c) Permitted Purchase Money Debt and Capital Lease Obligations; provided that the aggregate amount of all Indebtedness incurred under thisclause (c) does not exceed $15,000,000 at any time;(d) (i) Indebtedness outstanding on the Closing Date, listed on Schedule 10.2.1 and not satisfied with proceeds of the initial Loans and(ii) Indebtedness under the Term Loan Facility (including any incremental facility thereunder), in an aggregate principal amount not to exceed $187,000,000;(e) Indebtedness with respect to Bank Products (i) incurred in the Ordinary Course of Business and not for speculative purposes or (ii) requiredunder Section 5.12 of the Term Loan Agreement and not for speculative purposes or any corresponding provision under any Term Loan Facility thatrefinances the Term Loan Agreement;(f) (i) Indebtedness that is assumed or incurred by an Obligor or Subsidiary in connection with a Permitted Acquisition or other acquisition ofassets permitted hereunder or (ii) Indebtedness that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by aBorrower or Subsidiary, in each case, as part of a Permitted Acquisition, as long as such Indebtedness was not incurred in contemplation of such Personbecoming a Subsidiary or such Permitted Acquisition; provided that for both clauses (i) and (ii), after giving effect to such Permitted Acquisition on a proforma basis, the Net Total Leverage Ratio is no greater than the Net Total Leverage Ratio in effect immediately prior to such Permitted Acquisition;(g) Permitted Contingent Obligations (excluding Permitted Surety Bonds);(h) Indebtedness under Permitted Surety Bonds that does not exceed $30,000,000 in the aggregate at any time;(i) Permitted First Lien Debt in an amount not to exceed the greater of (x) $5,000,000 and (y) an amount such that, at the time of incurrence the NetFirst Lien Leverage Ratio for the most recently ended four Fiscal Quarters for which financial statements have been delivered pursuant to clause (a) or (b) ofSection 10.1.2 immediately preceding the date on which such additional Indebtedness is incurred, determined on a pro forma basis, as if the additionalIndebtedness had been incurred at the beginning of such period, is no greater than 3.07 to 1.00; provided that the Fixed Charge Coverage Ratio for the mostrecently ended trailing twelve month period for which financial statements have been delivered pursuant to Section 10.1.2 immediately preceding the date onwhich such additional Indebtedness is incurred is at least 1.00 to 1.00, determined on a pro forma basis, as if the additional Indebtedness had been incurred atthe beginning of such period;(j) Permitted Unsecured Debt so long as (i) at the time of incurrence the Net Total Leverage Ratio for the most recently ended four Fiscal Quartersfor which financial statements have been delivered pursuant to Section 10.1.2 immediately preceding the date on which such additional Indebtedness isincurred is no greater than 3.75 to 1.00, determined on a pro forma basis, as if the additional Indebtedness had been incurred at the beginning of such periodand (ii) the Fixed Charge Coverage Ratio for the most recently ended trailing twelve month period for which financial statements have been delivered pursuantto Section 10.1.2 immediately preceding the date on which such additional Indebtedness is incurred is at least 1.00 to 1.00, determined on a pro forma basis,as if the additional Indebtedness had been incurred at the beginning of such period; 79(k) Specified Unsecured Prepetition Debt in an aggregate principal amount not to exceed $60,000,000 so long as such Specified UnsecuredPrepetition Debt does not mature, require mandatory prepayments (other than in connection with a change of control or to the extent required under Section V.Iof the Plan of Reorganization) or require any payment of cash interest, in each case, prior to September 30, 2014;(l) the Comerica Letter of Credit and the JPM Letter of Credit;(m) Refinancing Debt as long as each Refinancing Condition is satisfied;(n) Intercompany Indebtedness of Borrowers and the Subsidiaries to the extent permitted by Section 10.2.5; provided that any such Indebtednessthat is owed by an Obligor to a Subsidiary that is not an Obligor is subordinated to the Obligations pursuant to an Affiliate Subordination Agreement;(o) financing of insurance premiums in the Ordinary Course of Business;(p) Indebtedness incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (includingso-called “procurement cards” or “P-cards”), or cash management services, netting services, overdraft protection, and other like services, in each caseincurred in the Ordinary Course of Business;(q) unsecured Indebtedness owing to former employees, officers or directors (or any spouses, ex-spouses, or estates of any of the foregoing)incurred in connection with the repurchase by Company of the Equity Interests of Company that have been issued to such Persons, so long as (i) no Default orEvent of Default has occurred and is continuing or would result from the incurrence of such Indebtedness and (ii) the aggregate amount of all suchIndebtedness outstanding at any one time does not exceed $500,000; provided that any such Indebtedness shall be treated as a Distribution and only bepermitted to the extent permitted pursuant to Section 10.2.4;(r) accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case on Indebtedness thatotherwise constitutes Indebtedness permitted under this Section 10.2.1;(s) Indebtedness incurred by Subsidiaries that are not Obligors in an aggregate principal amount not to exceed $2,500,000;(t) to the extent constituting Indebtedness, customary purchase price adjustments, earn outs, indemnification obligations, unsecured guaranteesthereof and similar items of Borrowers or any of their Subsidiaries in connection with Permitted Acquisitions, other acquisitions of assets permitted hereunderor Permitted Asset Dispositions;(u) to the extent constituting Indebtedness, Indebtedness in respect of the Fee Claim Reserve Amounts, the Prepetition Escrowed Amounts and theDelayed Admin Claims;(v) Borrowers and Subsidiaries may enter into Hedging Agreements that are (i) required by the Term Loan Facility and not for speculativepurposes or (ii) entered into in the Ordinary Course of Business and not for speculative purposes; and(w) Indebtedness that is not included in any of the preceding clauses of this Section 10.2.1, is not secured by a Lien and does not exceed$5,000,000 in the aggregate at any time. 8010.2.2 Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”):(a) Liens in favor of Agent;(b) Purchase Money Liens securing Permitted Purchase Money Debt;(c) Liens for Taxes not yet due or being Properly Contested;(d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment ofthe obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property ormaterially impair operation of the business of any Borrower or Subsidiary;(e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts (otherthan Indebtedness), leases (other than Capital Leases), statutory obligations, surety and appeal bonds, performance bonds and other similar obligations, aslong as such Liens are at all times junior to Agent’s Liens;(f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers;(g) judgment Liens securing judgments not constituting an Event of Default;(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property, minor defects or irregularities of title and other similarencumbrances that do not secure any monetary obligation incurred in the Ordinary Course of Business which do not interfere with the Ordinary Course ofBusiness;(i) any interest or title or right of a lessor or sub-lessor under any lease or sub-lease entered into in the Ordinary Course of Business and coveringonly the assets so leased;(j) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items inthe course of collection; and(k) Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, securing Indebtedness permitted bySection 10.2.1(f);(l) Liens securing Permitted First Lien Debt permitted by Section 10.2.1(i);(m) Liens on assets of an Excluded Subsidiary that secures Permitted Debt of such Excluded Subsidiary;(n) Liens securing Indebtedness under the Term Loan Facility and Refinancing Debt in respect thereof, so long as the holders of such Indebtednessremain subject to the Intercreditor Agreement;(o) Liens arising in connection with the cash collateralization of the Comerica Letter of Credit and the JPM Letter of Credit;(p) existing Liens shown on Schedule 10.2.2 and any extensions or renewals thereof in connection with any Refinancing Debt with respect tosuch Indebtedness secured by such Liens; and(q) pledges and deposits made in the Ordinary Course of Business in compliance with workmen’s compensation, unemployment insurance andother social security laws and regulations; 81(r) Liens securing Indebtedness permitted by Section 10.2.1(e) (provided that Liens on any Hedge Agreement may be incurred under the TermLoan Facility or the Loan Documents, but not both);(s) any license or sub-license entered into in the Ordinary Course of Business and not interfering with such Obligor’s or its Subsidiaries’ conductof its respective business, and the interest of any non-exclusive licensors under license agreements (including, for the avoidance of doubt, relating to IntellectualProperty);(t) Liens arising from precautionary UCC financing statements filed in connection with operating leases;(u) Liens on cash earnest money deposits made in connection with Permitted Acquisitions or other acquisitions of assets permitted hereunder;(v) Liens on Equity Interests in joint ventures securing obligations of such entities, and options, put and call arrangements, rights of first refusaland similar rights related to Equity Interests in joint ventures;(w) Liens in favor of Borrowers or any Subsidiary securing Indebtedness permitted under Section 10.2.1(n);(x) Liens granted in the Ordinary Course of Business on the unearned portion of insurance premiums securing the financing of insurancepremiums to the extent the financing is permitted under Section 10.2.1(o) hereof;(y) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties not yet delinquent inconnection with the importation of goods in the Ordinary Course of Business;(z) Liens arising in connection with (i) the Prepetition Escrowed Amounts, (ii) the Fee Claims Account and (iii) the ABL DIP Cash CollateralAccount; and(aa) other Liens securing liabilities in an aggregate amount not to exceed $5,000,000 at any time outstanding.Notwithstanding the foregoing, no Obligor shall incur any Liens on any ABL Priority Collateral except (i) Permitted Liens that arise by operation of law andare junior to Agent’s Lien on ABL Priority Collateral securing the Obligations and (ii) other Permitted Liens that are junior to Agent’s Lien on any ABL PriorityCollateral securing the Obligations pursuant to the Intercreditor Agreement or another intercreditor agreement satisfactory to Agent containing terms no lessfavorable to Lenders in all material respects, taken as a whole, as the terms in the Intercreditor Agreement.10.2.3 Delayed Admin Claims. Make any payment (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance oracquisition) with respect to any Delayed Admin Claim on or prior to August 31, 2013.10.2.4 Distributions; Upstream Payments. Declare or make any Distributions, except Upstream Payments; or create or suffer to exist anyencumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for restrictions under the Loan Documents, under ApplicableLaw or in effect on the Closing Date as shown on Schedule 9.1.15.10.2.5 Restricted Investments. Make any Restricted Investment. 8210.2.6 Disposition of Assets . Make any Asset Disposition, except a Permitted Asset Disposition, a disposition of Equipment underSection 8.4.2, or a transfer of Property by a Subsidiary or Obligor to a Borrower.10.2.7 [Reserved] .10.2.8 Restrictions on Payment of Certain Debt . Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement,defeasance or acquisition) with respect to any Indebtedness, except:(a) regularly scheduled payments of principal, interest and fees, but if such Indebtedness is Subordinated Debt, only to the extent permitted underany subordination agreement relating to such Indebtedness (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Daysprior to the date of payment, that all conditions under such agreement have been satisfied);(b) (i) any prepayment in respect of such Indebtedness on or after September 1, 2014 so long as the Payment Conditions are satisfied; (ii) anymandatory prepayments in respect of Indebtedness incurred under the Term Loan Facility or any Permitted First Lien Debt or any refinancing thereof so longas the Refinancing Conditions are satisfied with respect to such Refinancing Debt; and (iii) to the extent constituting Indebtedness, any mandatoryprepayments in respect of Specified Unsecured Prepetition Debt to the extent required under the Plan of Reorganization in connection with a Restricted Paymentdescribed in clause (c) of the definition of “Upstream Payment”;(c) any prepayments in connection with any refinancing of Indebtedness otherwise permitted hereunder so long as the Refinancing Conditions aresatisfied with respect to such Refinancing Debt;(d) any payments upon conversion of any such Indebtedness into common stock of Company made solely in common stock of Company, ineach case in connection with such conversion; and(e) to the extent constituting Indebtedness, the Delayed Admin Claims on or after September 1, 2013.10.2.9 Fundamental Changes.(a) Merge, combine or consolidate with any Person, or liquidate or wind up or dissolve itself (or suffer any liquidation or dissolution), or sell,lease, assign, transfer or otherwise dispose of, all or substantially all of its Property, business or assets, whether in a single transaction or in a series of relatedtransactions, except for (i) mergers or consolidations of a wholly-owned Subsidiary with another wholly-owned Subsidiary; provided that if any party to anysuch transaction is a Borrower, the surviving entity of such transaction shall be a Borrower; and if any party to any such transaction is an Obligor that is nota Borrower, the surviving entity of such transaction shall be an Obligor; (ii) mergers or consolidations of a wholly-owned Subsidiary into a Borrower;(iii) sales, leases, transfers or other dispositions by a Subsidiary (the “Transferring Subsidiary”) of any or all of its assets (upon voluntary liquidation,winding up or dissolution (which shall be permitted so long as such Subsidiary’s assets are disposed of in accordance with this clause (iii)) or otherwise) toany other Subsidiary; provided that if such Transferring Subsidiary is an Obligor that is not a Borrower, such sale, lease, transfer or disposition shall be toan Obligor and if such Transferring Subsidiary is a Subsidiary of a Borrower, such sale, lease, transfer or disposition shall be to such Borrower; and(iv) Permitted Acquisitions. 83(b) Solely in the case of an Obligor, change its name or conduct business under any fictitious name; change its tax, charter or other organizationalidentification number; change its form or state of organization, except in each case under this clause (b) if (I) such Obligor shall have given Agent ten(10) Business Days prior written notice thereof and (II) Agent shall have taken all steps reasonably deemed necessary by Agent to maintain the validity,enforceability, perfection and priority of Agent’s security interest in the Collateral of such Obligor, and Obligor shall have executed and delivered suchdocuments, instruments and agreements requested by Agent in connection therewith.10.2.10 Subsidiaries. Form or acquire any Subsidiary after the Closing Date, except in accordance with Sections 10.1.14, 10.2.5 and 10.2.9; orpermit any existing Subsidiary to issue any additional Equity Interests except directors’ qualifying shares.10.2.11 Organic Documents. Amend, modify or otherwise change any of its Organic Documents, except (i) in connection with a transactionpermitted under Section 10.2.9 or (ii) changes that do not affect in any adverse way such Obligor’s or Subsidiary’s rights and obligations to enter into andperform the Loan Documents to which it is a party or to pay all of the Obligations, that do not affect or impair the perfection, priority or enforceability of anyLiens granted by such Obligor or such Subsidiary pursuant to any Loan Documents, and that could not reasonably be expected to have a Material AdverseEffect.10.2.12 Tax Consolidation. File or consent to the filing of any consolidated income tax return with any Person other than Company andSubsidiaries.10.2.13 Accounting Changes. Make any material change in accounting treatment or reporting practices, except as required by GAAP and inaccordance with Section 1.2; or change its Fiscal Year.10.2.14 Restrictive Agreements. Become a party to any Restrictive Agreement, except a Restrictive Agreement (a) in effect on the Closing Date;(b) relating to secured Indebtedness permitted hereunder, as long as the restrictions apply only to collateral for such Indebtedness; (c) constituting customaryrestrictions on assignment in leases and other contracts; or (d) the Term Loan Documents (together with any refinancings, renewals, replacements or extensionsthereof; provided that the Refinancing Conditions are satisfied and the restrictions contained in the Refinancing Debt are no more restrictive than thosecontained in the agreements governing the Indebtedness being refinanced).10.2.15 Hedging Agreements. Enter into any Hedging Agreement, except to hedge risks arising in the Ordinary Course of Business and not forspeculative purposes.10.2.16 Conduct of Business. Engage in any business, other than its business as conducted on the Closing Date and any activities incidentalthereto.10.2.17 Affiliate Transactions. Enter into or be party to any transaction with an Affiliate, except (a) transactions expressly permitted by the LoanDocuments; (b) payment of reasonable compensation to officers and employees for services actually rendered, and payment of customary directors’ fees andindemnities; (c) transactions solely among Obligors; (d) transactions with Affiliates consummated prior to the Closing Date, as shown on Schedule 10.2.17;(e) transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms fully disclosed to Agent and no less favorable than wouldbe obtained in a comparable arm’s-length transaction with a non-Affiliate; or (f) any transaction with a value (or series of related transactions with an aggregatevalue) of less than $1,000,000.10.2.18 Plans. Become party to any Multiemployer Plan or Foreign Plan, other than any in existence on the Closing Date or establish any definedbenefit plan. 8410.2.19 Amendments to Debt.(a) Amend, supplement or otherwise modify any document, instrument or agreement relating to any Subordinated Debt, if such modification(i) increases the principal balance of such Indebtedness, or increases any required payment of principal or interest; (ii) accelerates the date on which anyinstallment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (iii) shortens the final maturity date orotherwise accelerates amortization; (iv) increases the interest rate; (v) increases or adds any fees or charges; (vi) modifies any covenant in a manner or addsany representation, covenant or default that is more onerous or restrictive in any material respect for any Borrower or Subsidiary, or that is otherwisematerially adverse to any Borrower, any Subsidiary or Lenders; or (vii) results in the Obligations not constituting “Designated Senior Indebtedness” or“Senior Debt” (or any other defined term having a similar purpose) under, and as defined in, any indenture or other agreement related to such SubordinatedDebt, or otherwise not being fully benefited by the subordination provisions thereof.(b) Amend, supplement or otherwise modify the Term Loan Documents or Term Loan Facility, if such modification (i) shortens the final maturityor decreases the weighted average life; (ii) increases any applicable interest rate margins by more than 3.00% per annum (exclusive, for the avoidance of doubt,of (x) customary arranger fees, upfront fees and “fees to market” and (y) increases in connection with the imposition of a default rate of interest in accordancewith the terms of the Term Loan Documents, the application of pricing grid or the incurrence of incremental loans (as in effect on the date hereof or aspermitted to be amended hereby) but inclusive of the effect of any LIBOR floor); or (iii) is prohibited by the Intercreditor Agreement.(c) Amend, supplement or otherwise modify any document, instrument or agreement relating to the Specified Unsecured Prepetition Debt, if suchmodification (i) provides for any mandatory prepayments (other than in connection with a change of control or to the extent required under Section V.I of thePlan of Reorganization) or requires any cash interest to be paid, in each case, prior to September 30, 2014 or (ii) shortens the final maturity or decreases theweighted average life thereof.10.2.20 Term Priority Collateral Account. Deposit any proceeds of ABL Priority Collateral in the Term Priority Collateral Account or deposit anyproceeds of Term Priority Collateral in any Deposit Account other than the Term Priority Collateral Account.10.3 Financial Covenant. As long as any Commitments or Obligations are outstanding, Borrowers shall maintain a Fixed Charge Coverage Ratio of atleast 1.00 to 1.00 for each period of each period of twelve consecutive calendar months while a Covenant Trigger Period is in effect, commencing with the mostrecent period for which financial statements were, or were required to be, delivered hereunder prior to the commencement of the Covenant Trigger Period.SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT11.1 Events of Default. Each of the following shall be an “Event of Default” if it occurs for any reason whatsoever, whether voluntary or involuntary,by operation of law or otherwise:(a) Any Borrower fails to pay its Obligations when due (whether at stated maturity, on demand, upon acceleration or otherwise);(b) Any representation, warranty or other written statement of an Obligor made in connection with any Loan Documents or transactionscontemplated thereby is incorrect or misleading in any material respect when given;(c) An Obligor breaches or fail to perform any covenant contained in Section 8.1, 8.2.4, 8.2.5, 8.5, 8.6.2, 10.1.1, 10.1.2, 10.2 or 10.3; 85(d) An Obligor breaches or fails to perform any other covenant contained in any Loan Documents, and such breach or failure is not cured within30 days (except that the cure period for any breach under Section 10.1.16 shall be only five (5) Business Days) after a Senior Officer of such Obligor hasknowledge thereof or receives written notice thereof from Agent, whichever is sooner; provided, however, that such notice and opportunity to cure shall notapply if the breach or failure to perform is not capable of being cured within such period or is a willful breach by an Obligor;(e) A Guarantor repudiates, revokes or attempts to revoke its Guaranty; an Obligor or third party denies or contests the validity or enforceabilityof any Loan Documents or Obligations, or the perfection or priority of any Lien granted to Agent; or any Loan Document ceases to be in full force or effect forany reason (other than a waiver or release by Agent and Lenders);(f) Any breach or default of an Obligor occurs under (i) any Hedging Agreement with a net amount payable in excess of $2,500,000; (ii) anyinstrument or agreement to which it is a party or by which it or any of its Properties is bound, relating to any Indebtedness (other than the Obligations) inexcess of $2,500,000, if the maturity of or any payment with respect to such Indebtedness may be accelerated or demanded due to such breach, in the case ofclause (i) and (ii) after giving effect to any applicable grace periods; or (iii) any “Event of Default” under and as defined in the Term Loan Facility or anyrefinancing thereof;(g) Any judgment or order for the payment of money is entered against an Obligor in an amount that exceeds, individually or cumulatively with allunsatisfied judgments or orders against all Obligors, $5,000,000 (net of insurance coverage therefor that has not been denied by the insurer), unless a stay ofenforcement of such judgment or order is in effect, by reason of a pending appeal or otherwise;(h) A loss, theft, damage or destruction occurs with respect to any ABL Priority Collateral if the amount not covered by insurance exceeds$2,500,000;(i) An Obligor is enjoined, restrained or in any way prevented by any Governmental Authority from conducting any material part of its business;an Obligor suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its business; there is a cessation of anymaterial part of an Obligor’s business for a material period of time; any material Collateral or Property of an Obligor is taken or impaired throughcondemnation; an Obligor agrees to or commences any liquidation, dissolution or winding up of its affairs except as expressly permitted by Section 10.2.9;(j) An Insolvency Proceeding is commenced by an Obligor; an Obligor makes an offer of settlement, extension or composition to its unsecuredcreditors generally; a trustee is appointed to take possession of any substantial Property of or to operate any of the business of an Obligor; or an InsolvencyProceeding is commenced against an Obligor and: such Obligor consents to institution of the proceeding, the petition commencing the proceeding is not timelycontested by such Obligor, the petition is not dismissed within 30 days after filing, or an order for relief is entered in the proceeding;(k) (A) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan; (B) an Obligor or ERISA Affiliate fails to pay when dueany installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; or (C) any event similar to theforegoing occurs or exists with respect to a Foreign Plan, that in each of clauses (A) through (C), has resulted or would reasonably be expected to result in aMaterial Adverse Effect;(l) The Third Lien Subordination Agreement ceases to be in full force or effect for any reason unless as a result of the payment in full of the JuniorObligations (as defined therein) has occurred; or(m) A Change of Control occurs. 8611.2 Remedies upon Default. If an Event of Default described in Section 11.1(j) occurs with respect to any Borrower, then to the extent permitted byApplicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shallterminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall uponwritten direction of Required Lenders) do any one or more of the following from time to time:(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due andpayable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted bylaw;(b) terminate, reduce or condition any Commitment, or make any adjustment to the Borrowing Base;(c) require Obligors to Cash Collateralize their LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or notyet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advancethe required Cash Collateral as Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of asecured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assembleCollateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and storeCollateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell orotherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice asmay be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days’notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable and that any sale conducted on the internet or to a licensor ofIntellectual Property shall be commercially reasonable. Agent may conduct sales on any Obligor’s premises, without charge, and any sale may be adjournedfrom time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or anycombination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchaseprice, may credit bid and set off the amount of such price against the Obligations.11.3 License. For purpose of enabling Agent to exercise rights and remedies under this Agreement and the other Loan Documents at such time as Agentshall lawfully be entitled to exercise such rights and remedies, each Obligor hereby grants to Agent an irrevocable, non-exclusive license, sub-license or otherright to use, license or sub-license and otherwise exploit (without payment of royalty or other compensation to any Person) any or all Intellectual Propertyowned by Borrowers; provided, however, that such license (i) shall be subject to those exclusive licenses granted by Borrowers in effect on the date hereof andthose granted by any Borrower hereafter, to the extent conflicting, (ii) may be exercised, at the option of Agent, only upon the occurrence and during thecontinuation of an Event of Default, provided, further, that any license, sublicense or other transaction entered into by Agent in accordance herewith shall bebinding upon Borrowers notwithstanding any subsequent cure of an Event of Default and (iii) shall apply to the use of the trademarks or service marks inconnection with goods and services of similar type and quality to those theretofore sold by such Borrower under such trademark or service mark. Theforegoing license or sublicense shall include access to all media in which any of the 87licensed or sublicensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof, subject to and solely to theextent permitted by any existing licenses or agreements relating thereto.11.4 Setoff. At any time during an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extentpermitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at anytime held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or theaccount of an Obligor against its Obligations, whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under thisAgreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, IssuingBank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of Agent, IssuingBank, each Lender and each such Affiliate under this Section 11.4 are in addition to other rights and remedies (including other rights of setoff) that suchPerson may have.11.5 Remedies Cumulative; No Waiver.11.5.1 Cumulative Rights. All agreements, warranties, guaranties, indemnities and other undertakings of Obligors under the Loan Documents arecumulative and not in derogation of each other. The rights and remedies of Agent and Lenders under the Loan Documents are cumulative, may be exercised atany time and from time to time, concurrently or in any order, and are not exclusive of any other rights or remedies available by agreement, by law, at equity orotherwise. All such rights and remedies shall continue in full force and effect until Full Payment of all Obligations.11.5.2 Waivers. No waiver or course of dealing shall be established by (a) the failure or delay of Agent or any Lender to require strict performanceby any Obligor under any Loan Document, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuanceof any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c) acceptance by Agent or any Lender of anypayment or performance by an Obligor under any Loan Documents in a manner other than that specified therein. Any failure to satisfy a financial covenant ona measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date.SECTION 12. AGENT12.1 Appointment, Authority and Duties of Agent.12.1.1 Appointment and Authority.Each Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agentmay, and each Secured Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents.Any action taken by Agent in accordance with the provisions of the Loan Documents, and the exercise by Agent of any rights or remedies set forth therein,together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the generality of theforegoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments andcollections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including the Intercreditor Agreement andany other intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) act as collateral agent for Secured Parties for purposes ofperfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal withCollateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Documents,Applicable Law or otherwise. Agent alone shall be authorized to determine eligibility and applicable advance rates under the Borrowing Base, whether to 88impose or release any reserve, or whether any conditions to funding or issuance of a Letter of Credit have been satisfied, which determinations and judgments,if exercised in good faith, shall exonerate Agent from liability to any Secured Party or other Person for any error in judgment.12.1.2 Duties.The title of “Agent” is used solely as a matter of market custom and the duties of Agent are administrative in nature only. Agent hasno duties except those expressly set forth in the Loan Documents, and in no event does Agent have any agency, fiduciary or implied duty to or relationshipwith any Secured Party or other Person by reason of any Loan Document or related transaction. The conferral upon Agent of any right shall not imply a dutyto exercise such right, unless instructed to do so by Lenders in accordance with this Agreement.12.1.3 Agent Professionals. Agent may perform its duties through agents and employees. Agent may consult with and employ Agent Professionals,and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. Agentshall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.12.1.4 Instructions of Required Lenders.The rights and remedies conferred upon Agent under the Loan Documents may be exercised without thenecessity of joining any other party, unless required by Applicable Law. In determining compliance with a condition for any action hereunder, includingsatisfaction of any condition in Section 6, Agent may presume that the condition is satisfactory to a Secured Party unless Agent has received notice to thecontrary from such Secured Party before Agent takes the action. Agent may request instructions from Required Lenders or other Secured Parties with respect toany act (including the failure to act) in connection with any Loan Documents or Collateral, and may seek assurances to its satisfaction from Secured Parties oftheir indemnification obligations against Claims that could be incurred by Agent. Agent may refrain from any act until it has received such instructions orassurances, and shall not incur liability to any Person by reason of so refraining. Instructions of Required Lenders shall be binding upon all Secured Parties,and no Secured Party shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting pursuant to instructions ofRequired Lenders. Notwithstanding the foregoing, instructions by and consent of specific parties shall be required to the extent provided in Section 14.1.1. Inno event shall Agent be required to take any action that it determines in its discretion is contrary to Applicable Law or any Loan Documents or could subjectany Agent Indemnitee to liability.12.2 Agreements Regarding Collateral and Borrower Materials.12.2.1 Lien Releases; Care of Collateral .Secured Parties authorize Agent to release any Lien with respect to any Collateral (a) upon Full Paymentof the Obligations; (b) that is the subject of a disposition or Lien that Borrowers certify in writing is a Permitted Asset Disposition or Permitted Lien entitled topriority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of theCollateral; or (d) subject to Section 14.1, with the consent of Required Lenders. Secured Parties authorize Agent to subordinate its Liens to any PurchaseMoney Lien or other Lien entitled to priority hereunder. Agent has no obligation to assure that any Collateral exists or is owned by an Obligor, or is cared for,protected or insured, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exerciseany duty of care with respect to any Collateral.12.2.2 Possession of Collateral .Agent and Secured Parties appoint each Lender as agent (for the benefit of Secured Parties) for the purpose ofperfecting Liens in any Collateral held or controlled by such Lender, to the extent such Liens are perfected by possession or control. If any Lender obtainspossession or control of any Collateral, it shall notify Agent thereof and, promptly upon Agent’s request, deliver such Collateral to Agent or otherwise deal withit in accordance with Agent’s instructions. 8912.2.3 Reports. Agent shall promptly provide to Lenders, when complete, any field examination, audit or appraisal report prepared for Agent withrespect to any Obligor or Collateral (“Report”). Reports and other Borrower Materials may be made available to Lenders by providing access to them on thePlatform, but Agent shall not be responsible for system failures or access issues that may occur from time to time. Each Lender agrees (a) that Reports are notintended to be comprehensive audits or examinations, and that Agent or any other Person performing an audit or examination will inspect only limitedinformation and will rely significantly upon Borrowers’ books, records and representations; (b) that Agent makes no representation or warranty as to theaccuracy or completeness of any Borrower Materials and shall not be liable for any information contained in or omitted from any Borrower Materials,including any Report; and (c) to keep all Borrower Materials confidential and strictly for such Lender’s internal use, not to distribute any Report or otherBorrower Materials (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants), and to use all Borrower Materialssolely for administration of the Obligations. Each Lender shall indemnify and hold harmless Agent and any other Person preparing a Report from any actionsuch Lender may take as a result of or any conclusion it may draw from any Borrower Materials, as well as from any Claims arising as a direct or indirectresult of Agent furnishing same to such Lender, via the Platform or otherwise.12.3 Reliance By Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication(including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the properPerson. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document,and shall not be liable for any delay in acting.12.4 Action Upon Default. Agent shall not be deemed to have knowledge of any Default or Event of Default, or of any failure to satisfy any conditionsin Section 6, unless it has received written notice from a Borrower or Required Lenders specifying the occurrence and nature thereof. If any Lender acquiresknowledge of a Default, Event of Default or failure of such conditions, it shall promptly notify Agent and the other Lenders thereof in writing. Each SecuredParty agrees that, except as otherwise provided in any Loan Documents or with the written consent of Agent and Required Lenders, it will not take anyEnforcement Action, accelerate Obligations (other than Secured Bank Product Obligations) or assert any rights relating to any Collateral.12.5 Ratable Sharing. If any Lender obtains any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its ratableshare of such Obligation, such Lender shall forthwith purchase from Secured Parties participations in the affected Obligation as are necessary to share theexcess payment or reduction on a Pro Rata basis or in accordance with Section 5.5.2, as applicable. If any of such payment or reduction is thereafter recoveredfrom the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.Notwithstanding the foregoing, if a Defaulting Lender obtains a payment or reduction of any Obligation, it shall immediately turn over the full amount thereofto Agent for application under Section 4.2.2 and it shall provide a written statement to Agent describing the Obligation affected by such payment or reduction.No Lender shall set off against a Dominion Account without Agent’s prior consent.12.6 Indemnification. EACH SECURED PARTY SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES ANDISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS, ON A PRO RATA BASIS, AGAINST ALLCLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE; PROVIDED THAT ANY CLAIMAGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM ITS ACTING AS OR FOR AGENT (IN THE CAPACITY OFAGENT); PROVIDED FURTHER THAT NO SECURED PARTY SHALL HAVE ANY OBLIGATION TO INDEMNIFY ANY AGENTINDEMNITEE OR ISSUING BANK INDEMNITEE HEREUNDER TO THE EXTENT THAT SUCH CLAIM IS DETERMINED IN A FINAL,NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION 90TO RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT INDEMNITEE OR ISSUING BANKINDEMNITEE. In Agent’s discretion, it may reserve for any Claims made against an Agent Indemnitee or Issuing Bank Indemnitee, and may satisfy anyjudgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Secured Parties. If Agent issued by any receiver, trustee or other Person for any alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction ofsuch proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed toAgent by each Secured Party to the extent of its Pro Rata share.12.7 Limitation on Responsibilities of Agent. Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under theLoan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility forany failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan Documents. Agent does notmake any express or implied representation, warranty or guarantee to Secured Parties with respect to any Obligations, Collateral, Liens, Loan Documents orObligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in anyLoan Documents or Borrower Materials; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness,enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; thevalidity, enforceability or collectability of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness orlegal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence ofany Default or Event of Default, the observance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent containedin any Loan Documents.12.8 Successor Agent and Co-Agents.12.8.1 Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers.Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financialinstitution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed priorto the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lenderunless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder.Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all thepowers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties andobligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by itwhile Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bankof America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.12.8.2 Co-Collateral Agent. If appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateralagent under any Loan Document. Each right, remedy and protection intended to be available to Agent under the Loan Documents shall also be vested in suchagent. Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect such appointment. If any such agent shall die,dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of the agent, to the extent permitted by Applicable Law, shall vestin and be exercised by Agent until appointment of a new agent. 9112.9 Due Diligence and Non-Reliance. Each Lender acknowledges and agrees that it has, independently and without reliance upon Agent or any otherLenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Obligor and its owndecision to enter into this Agreement and to fund Loans and participate in LC Obligations hereunder. Each Secured Party has made such inquiries as it feelsnecessary concerning the Loan Documents, Collateral and Obligors. Each Secured Party acknowledges and agrees that the other Secured Parties have made norepresentations or warranties concerning any Obligor, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents orObligations. Each Secured Party will, independently and without reliance upon any other Secured Party, and based upon such financial statements,documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans and participating inLC Obligations, and in taking or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requestedby a Lender, Agent shall have no duty or responsibility to provide any Secured Party with any notices, reports or certificates furnished to Agent by anyObligor or any credit or other information concerning the affairs, financial condition, business or Properties of any Obligor (or any of its Affiliates) whichmay come into possession of Agent or its Affiliates.12.10 Remittance of Payments and Collections.12.10.1 Remittances Generally. All payments by any Lender to Agent shall be made by the time and on the day set forth in this Agreement, inimmediately available funds. If no time for payment is specified or if payment is due on demand by Agent and request for payment is made by Agent by 1:00p.m. on a Business Day, payment shall be made by Lender not later than 3:00 p.m. on such day, and if request is made after 1:00 p.m., then payment shall bemade by 11:00 a.m. on the next Business Day. Payment by Agent to any Secured Party shall be made by wire transfer, in the type of funds received by Agent.Any such payment shall be subject to Agent’s right of offset for any amounts due from such payee under the Loan Documents.12.10.2 Failure to Pay. If any Secured Party fails to pay any amount when due by it to Agent pursuant to the terms hereof, such amount shallbear interest, from the due date until paid in full, at the rate determined by Agent as customary for interbank compensation for two Business Days andthereafter at the Default Rate for Base Rate Loans. In no event shall Borrowers be entitled to receive credit for any interest paid by a Secured Party to Agent, norshall any Defaulting Lender be entitled to interest on any amounts held by Agent pursuant to Section 4.2.12.10.3 Recovery of Payments. If Agent pays an amount to a Secured Party in the expectation that a related payment will be received by Agentfrom an Obligor and such related payment is not received, then Agent may recover such amount from the Secured Party. If Agent determines that an amountreceived by it must be returned or paid to an Obligor or other Person pursuant to Applicable Law or otherwise, then Agent shall not be required to distributesuch amount to any Secured Party. If any amounts received and applied by Agent to Obligations held by a Secured Party are later required to be returned byAgent pursuant to Applicable Law, such Secured Party shall pay to Agent, on demand, its share of the amounts required to be returned.12.11 Individual Capacities. As a Lender, Bank of America shall have the same rights and remedies under the Loan Documents as any other Lender,and the terms “Lenders,” “Required Lenders” or any similar term shall include Bank of America in its capacity as a Lender. Agent, Lenders and theirAffiliates may accept deposits from, lend money to, provide Bank Products to, act as financial or other advisor to, and generally engage in any kind ofbusiness with, Obligors and their Affiliates, as if they were not Agent or Lenders hereunder, without any duty to account therefor to any Secured Party. In theirindividual capacities, Agent, Lenders and their Affiliates may receive information regarding Obligors, their Affiliates and their Account Debtors (includinginformation subject to confidentiality obligations), and shall have no obligation to provide such information to any Secured Party. 9212.12 Titles. Each Lender, other than Bank of America, that is designated (on the cover page of this Agreement or otherwise) by Bank of America as an“Arranger,” “Bookrunner” or “Agent” of any type shall have no right, power or duty under any Loan Documents other than those applicable to all Lenders,and shall in no event have any fiduciary duty to any Secured Party.12.13 Bank Product Providers. Each Secured Bank Product Provider, by delivery of a notice to Agent of a Bank Product, agrees to be bound by theLoan Documents, including Sections 5.5, 14.3.3 and 12. Each Secured Bank Product Provider shall indemnify and hold harmless Agent Indemnitees, to theextent not reimbursed by Obligors, against all Claims that may be incurred by or asserted against any Agent Indemnitee in connection with such provider’sSecured Bank Product Obligations.12.14 No Third Party Beneficiaries. This Section 12 is an agreement solely among Secured Parties and Agent, and shall survive Full Payment of theObligations. This Section 12 does not confer any rights or benefits upon Borrowers or any other Person. As between Borrowers and Agent, any action thatAgent may take under any Loan Documents or with respect to any Obligations shall be conclusively presumed to have been authorized and directed bySecured Parties.12.15 Intercreditor Agreement. Each Lender hereunder (a) consents to the subordination of Liens provided for in the Intercreditor Agreement;(b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement; (c) authorizes and instructs Agent to enterinto the Intercreditor Agreement as ABL Agent on behalf of such holder of “ABL Obligations” (as defined therein); and (d) acknowledges (or is deemed toacknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Lender. Each Lender hereby acknowledges that it hasreceived and reviewed the Intercreditor Agreement.SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS13.1 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Borrowers, Agent, Lenders, Secured Parties, and theirrespective successors and assigns, except that (a) no Borrower shall have the right to assign its rights or delegate its obligations under any Loan Documents;and (b) any assignment by a Lender must be made in compliance with Section 13.3. Agent may treat the Person which made any Loan as the owner thereoffor all purposes until such Person makes an assignment in accordance with Section 13.3. Any authorization or consent of a Lender shall be conclusive andbinding on any subsequent transferee or assignee of such Lender.13.2 Participations.13.2.1 Permitted Participants; Effect. Subject to Section 13.3.3, any Lender may, sell to a financial institution (“Participant”) a participatinginterest in the rights and obligations of such Lender under any Loan Documents. Despite any sale by a Lender of participating interests to a Participant, suchLender’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of suchobligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had notsold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents.Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall nothave any obligation or liability to any such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits ofSection 5.8 unless Borrowers agree otherwise in writing.13.2.2 Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver or othermodification of a Loan Document other than that which forgives principal, interest or fees, reduces the stated interest rate or fees payable with respect 93to any Loan or Commitment in which such Participant has an interest, postpones the Commitment Termination Date or any date fixed for any regularlyscheduled payment of principal, interest or fees on such Loan or Commitment, or releases any Borrower, Guarantor or substantially all Collateral.13.2.3 Participant Register. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrowers, maintain a registerin which it enters the Participant’s name, address and interest in Commitments, Loans (and stated interest) and LC Obligations. Entries in the register shall beconclusive, absent manifest error, and such Lender shall treat each Person recorded in the register as the owner of the participation for all purposes,notwithstanding any notice to the contrary. No Lender shall have an obligation to disclose any information in such register except to the extent necessary toestablish that a Participant’s interest is in registered form under the Code.13.2.4 Benefit of Setoff. Borrowers agree that each Participant shall have a right of set-off in respect of its participating interest to the same extentas if such interest were owing directly to a Lender, and each Lender shall also retain the right of set-off with respect to any participating interests sold by it. Byexercising any right of set-off, a Participant agrees to share with Lenders all amounts received through its set-off, in accordance with Section 12.5 as if suchParticipant were a Lender.13.3 Assignments.13.3.1 Permitted Assignments. A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as longas (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in thecase of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of$1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of theCommitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent in its discretion); and (c) the parties to each suchassignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lenderto pledge or assign any rights under the Loan Documents to secure obligations of such Lender, including a pledge or assignment to a Federal Reserve Bank;provided, however, that no such pledge or assignment shall release the Lender from its obligations hereunder nor substitute the pledge or assignee for suchLender as a party hereto.13.3.2 Effect; Effective Date. Upon delivery to Agent of an assignment notice in the form of Exhibit B and a processing fee of $3,500 (unlessotherwise agreed by Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 13.3. From sucheffective date, the Eligible Assignee shall for all purposes be a Lender under the Loan Documents, and shall have all rights and obligations of a Lenderthereunder; provided, that such Eligible Assignee (for the avoidance of doubt, including any Eligible Assignee that is already a Lender hereunder at the time ofassignment) shall not be entitled to receive any greater payment under Section 5.8 than that which its assignor would have been entitled to receive had no suchassignment occurred, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after such assignment. Uponconsummation of an assignment, the transferor Lender, Agent and Borrowers shall make appropriate arrangements for issuance of replacement and/or newnotes, if applicable. The transferee Lender shall comply with Section 5.9 and deliver, upon request, an administrative questionnaire satisfactory to Agent.13.3.3 Certain Assignees. No assignment or participation may be made to a Borrower, Affiliate of a Borrower, Defaulting Lender or naturalperson. Any assignment by a Defaulting Lender shall be effective only upon payment by the Eligible Assignee or Defaulting Lender to Agent of an aggregateamount sufficient, upon distribution (through direct payment, purchases of participations or other compensating actions as Agent deems appropriate), tosatisfy all funding and payment liabilities 94then owing by the Defaulting Lender hereunder. If an assignment by a Defaulting Lender shall become effective under Applicable Law for any reason withoutcompliance with the foregoing sentence, then the assignee shall be deemed a Defaulting Lender for all purposes until such compliance occurs.13.3.4 Register. Agent, acting solely for this purpose as an agent of Borrowers, shall maintain (a) a copy (or electronic equivalent) of eachAssignment and Acceptance delivered to it, and (b) a register for recordation of the names, addresses and Commitments of, and the Loans, interest and LCObligations owing to, each Lender. Entries in the register shall be conclusive, absent manifest error, and Borrowers, Agent and Lenders shall treat each Personrecorded in such register as a Lender for all purposes under the Loan Documents, notwithstanding any notice to the contrary. Agent may choose to show onlyone Borrower as the borrower in the register, without any effect on the liability of any Obligor with respect to the Obligations. The register shall be available forinspection by Borrowers or any Lender (with respect to any such Lender’s Loans), from time to time upon reasonable notice.13.4 Replacement of Certain Lenders. If a Lender (a) within the last 120 days failed to give its consent to any amendment, waiver or action forwhich consent of all Lenders was required and Required Lenders consented, (b) is a Defaulting Lender, or (c) within the last 120 days gave a notice underSection 3.5 or requested payment or compensation under Section 3.7 or 5.8 (and has not designated a different Lending Office pursuant to Section 3.8), thenAgent or Borrower Agent may, upon 10 days’ notice to such Lender, require it to assign its rights and obligations under the Loan Documents to EligibleAssignee(s), pursuant to appropriate Assignment and Acceptance(s), within 20 days after the notice. Agent is irrevocably appointed as attorney-in-fact toexecute any such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently with suchassignment, all amounts owed to it under the Loan Documents through the date of assignment.SECTION 14. MISCELLANEOUS14.1 Consents, Amendments and Waivers.14.1.1 Amendment. No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of aDefault or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party tosuch Loan Document; provided, however, that(a) without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties ordiscretion of Agent;(b) without the prior written consent of Issuing Bank, no modification shall alter Section 2.2 or any other provision in a Loan Document thatrelates to Letters of Credit or any rights, duties or discretion of Issuing Bank;(c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Commitment ofsuch Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided inSection 4.2); (iii) extend the Revolver Termination Date; or (iv) amend this clause (c);(d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.5.2 or 14.1.1;(ii) amend the definition of Applicable Margin (if the effect thereof is to lower the interest rate), Borrowing Base, Accounts Formula Amount, Credit CardFormula Amount, Inventory Formula Amount or Seasonal Formula Amount (or any defined term used in such definitions, if the effect of such amendment isto increase borrowing availability), Pro Rata or Required Lenders; (iii) release all or substantially all Collateral; (iv) except in connection with a merger,disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; or (v) waive any condition set forth inSection 6.1; 95(e) without the prior written consent of each Lead Arranger, modify or amend the fee letter described in clause (b) of the definition of “Fee Letter”;and(f) without the prior written consent of a Secured Bank Product Provider, no modification shall affect its relative payment priority underSection 5.5.2.(g) Agent and Borrower Agent may amend any Loan Document (i) to correct administrative errors or omissions, or to effect administrative changesthat are not adverse to any Lender, (ii) to correct, amend, cure any ambiguity, inconsistency, defect or correct any typographical error or other manifest error inthis Agreement or any other Loan Document, (iii) to comply with local law or advice of local counsel in respect of a Security Document or (iv) to cause aSecurity Document to be consistent with this Agreement and other Loan Documents. Notwithstanding anything to the contrary contained herein, suchamendment shall become effective without any further consent of any other party to such Loan Document if the same is not objected to in writing by theRequired Lenders within five Business Days following receipt of notice thereof.14.1.2 Limitations. The agreement of Borrowers shall not be required for any modification of a Loan Document that deals solely with the rightsand duties of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to any agreement relating to fees or a Bank Productshall be required for modification of such agreement, and no Bank Product provider (in such capacity) shall have any right to consent to modification of anyLoan Document other than its Bank Product agreement. Any waiver or consent granted by Agent or Lenders hereunder shall be effective only if in writing andonly for the matter specified.14.1.3 Payment for Consents. No Borrower will, directly or indirectly, pay any remuneration or other thing of value, whether by way ofadditional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modificationof any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing theirconsent.14.2 Indemnity. EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THATMAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHERPERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obligation thereunderto indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competentjurisdiction to result from the gross negligence or willful misconduct of such Indemnitee.14.3 Notices and Communications.14.3.1 Notice Address. Subject to Section 4.1.4, all notices and other communications by or to a party hereto shall be in writing and shall begiven to any Borrower, at Borrower Agent’s address shown on the signature pages hereof, and to any other Person at its address shown on the signature pageshereof (or, in the case of a Person who becomes a Lender after the Closing Date, at the address shown on its Assignment and Acceptance), or at such otheraddress as a party may hereafter specify by notice in accordance with this Section 14.3. Each communication shall be effective only (a) if given by facsimiletransmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if given by mail, three Business Days afterdeposit in the U.S. mail, with first-class postage pre-paid, addressed to the applicable address; or (c) if given by personal delivery, when duly delivered to thenotice address with receipt acknowledged. Notwithstanding the foregoing, no notice to 96Agent pursuant to Section 2.1.4, 2.2, 3.1.2 or 4.1.1 shall be effective until actually received by the individual to whose attention at Agent such notice isrequired to be sent. Any written communication that is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actuallyreceived by the noticed party. Any notice received by Borrower Agent shall be deemed received by all Borrowers.14.3.2 Electronic Communications; Voice Mail. Electronic mail and internet websites may be used only for routine communications, such asdelivery of Borrower Materials, administrative matters, distribution of Loan Documents, and matters permitted under Section 4.1.4. Agent and Lenders makeno assurances as to the privacy and security of electronic communications. Electronic and voice mail may not be used as effective notice under the LoanDocuments.14.3.3 Platform. Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) uponrequest by Agent to an electronic system maintained by Agent (“Platform”). Borrowers shall notify Agent of each posting of Borrower Materials on the Platformand the materials shall be deemed received by Agent only upon its receipt of such notice. Borrower Materials and other information relating to this creditfacility may be made available to Secured Parties on the Platform, and Obligors and Secured Parties acknowledge that “public” information is not segregatedfrom material non-public information on the Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy orcompleteness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissionsin the Borrower Materials or any issues involving the Platform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDINGANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ORFREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY AGENT WITH RESPECT TO BORROWER MATERIALS OR THEPLATFORM. Secured Parties acknowledge that Borrower Materials may include material non-public information of Obligors and should not be madeavailable to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect toany Obligor’s securities. No Agent Indemnitee shall have any liability to Borrowers, Secured Parties or any other Person for losses, claims, damages, liabilitiesor expenses of any kind (whether in tort, contract or otherwise) relating to use by any Person of the Platform or delivery of Borrower Materials and otherinformation through the Platform or over the internet.14.3.4 Non-Conforming Communications. Agent and Lenders may rely upon any communications purportedly given by or on behalf of anyBorrower even if they were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by therecipient, varied from a later confirmation. Each Borrower shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expensesarising from any electronic or telephonic communication purportedly given by or on behalf of a Borrower.14.4 Performance of Borrowers’ Obligations. Agent may, in its discretion at any time and from time to time, at Borrowers’ expense, pay any amountor do any act required of a Borrower under any Loan Documents or otherwise lawfully requested by Agent to (a) enforce any Loan Documents or collect anyObligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of Agent’s Liens in any Collateral,including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien.All payments, costs and expenses (including Extraordinary Expenses) of Agent under this Section 14.4 shall be reimbursed to Agent by Borrowers, ondemand, with interest from the date incurred until paid in full at the Default Rate applicable to Base Rate Loans. Any payment made or action taken by Agentunder this Section 14.4 shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the LoanDocuments. 9714.5 Credit Inquiries. Agent and Lenders may (but shall have no obligation) to respond to usual and customary credit inquiries from third partiesconcerning any Obligor or Subsidiary.14.6 Severability. Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law.If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of theLoan Documents shall remain in full force and effect.14.7 Cumulative Effect; Conflict of Terms. The provisions of the Loan Documents are cumulative. The parties acknowledge that the LoanDocuments may use several limitations or measurements to regulate similar matters, and they agree that these are cumulative and that each must be performedas provided. Except as otherwise provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provisioncontained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control.14.8 Counterparts; Execution. Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of whichwhen taken together shall constitute a single contract. This Agreement shall become effective when Agent has received counterparts bearing the signatures of allparties hereto. Delivery of a signature page of any Loan Document by telecopy or other electronic means shall be effective as delivery of a manually executedcounterpart of such agreement. Any electronic signature, contract formation on an electronic platform and electronic record-keeping shall have the same legalvalidity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law,including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similarstate law based on the Uniform Electronic Transactions Act.14.9 Entire Agreement. Time is of the essence with respect to all Loan Documents and Obligations. The Loan Documents constitute the entireagreement, and supersede all prior understandings and agreements, among the parties relating to the subject matter thereof.14.10 Relationship with Lenders. The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations orCommitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt. It shall not be necessary for Agent orany other Lender to be joined as an additional party in any proceeding for such purposes. Nothing in this Agreement and no action of Agent, Lenders or anyother Secured Party pursuant to the Loan Documents or otherwise shall be deemed to constitute Agent and any Secured Party to be a partnership, joint ventureor similar arrangement, nor to constitute control of any Obligor.14.11 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated by any Loan Document, Borrowersacknowledge and agree that (a)(i) this credit facility and any arranging or other services by Agent, any Lender, any of their Affiliates or any arranger are arm’s-length commercial transactions between Borrowers and their Affiliates, on one hand, and Agent, any Lender, any of their Affiliates or any arranger, on theother hand; (ii) Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate; and(iii) Borrowers are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated by the LoanDocuments; (b) each of Agent, Lenders, their Affiliates and any arranger is and has been acting solely as a principal and, except as expressly agreed in writingby the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Borrowers, their Affiliates or any other Person, andhas no obligation with respect to the transactions contemplated by the Loan Documents except as expressly set forth therein; and (c) Agent, Lenders, theirAffiliates and any arranger may be engaged in a broad range of transactions that involve interests that differ from those of Borrowers and their Affiliates, andhave no obligation to disclose any of such interests to Borrowers or their Affiliates. To the fullest extent permitted by Applicable Law, each Borrower herebywaives and releases any claims that it may have against Agent, Lenders, their Affiliates and any arranger with respect to any breach of agency or fiduciaryduty in connection with any transaction contemplated by a Loan Document. 9814.12 Confidentiality. Each of Agent, Lenders and Issuing Bank shall maintain the confidentiality of all Information (as defined below), except thatInformation may be disclosed (a) to its Affiliates, and to its and their partners, directors, officers, employees, agents, advisors and representatives (providedthey are informed of the confidential nature of the Information and instructed to keep it confidential); (b) to the extent requested by any governmental,regulatory or self-regulatory authority purporting to have jurisdiction over it or its Affiliates; (c) to the extent required by Applicable Law or by any subpoenaor other legal process; (d) to any other party hereto; (e) in connection with any action or proceeding relating to any Loan Documents or Obligations; (f) subjectto an agreement containing provisions substantially the same as this Section 14.12, to any Transferee or any actual or prospective party (or its advisors) toany Bank Product or to any swap, derivative or other transaction under which payments are to be made by reference to an Obligor or Obligor’s obligations;(g) with the consent of Borrower Agent; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of thisSection 14.12 or (ii) is available to Agent, any Lender, Issuing Bank or any of their Affiliates on a nonconfidential basis from a source other than Borrowers.Notwithstanding the foregoing, Agent and Lenders may publish or disseminate general information concerning this credit facility for league table, tombstoneand advertising purposes, and may use Borrowers’ logos, trademarks or product photographs in advertising materials. As used herein, “Information” meansinformation received from an Obligor or Subsidiary relating to it or its business that is identified as confidential when delivered. A Person required to maintainthe confidentiality of Information pursuant to this Section 14.12 shall be deemed to have complied if it exercises a degree of care similar to that accorded itsown confidential information. Each of Agent, Lenders and Issuing Bank acknowledges that (i) Information may include material non-public information;(ii) it has developed compliance procedures regarding the use of such information; and (iii) it will handle the material non-public information in accordancewith Applicable Law.14.13 GOVERNING LAW. UNLESS EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, THIS AGREEMENT, THE OTHERLOAN DOCUMENTS AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVINGEFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.14.14 Consent to Forum.14.14.1 Forum. EACH BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL ORSTATE COURT SITTING IN OR WITH JURISDICTION OVER NEW YORK, IN ANY DISPUTE, ACTION, LITIGATION OR OTHERPROCEEDING RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATIONOR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH BORROWER IRREVOCABLY ANDUNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCHCOURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETOIRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OFPROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1. A final judgment in any proceeding of any such court shall beconclusive and may be enforced in other jurisdictions by suit on the judgment or any other manner provided by Applicable Law. 9914.14.2 Other Jurisdictions. Nothing herein shall limit the right of Agent or any Lender to bring proceedings against any Obligor in any othercourt, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Agreement shall be deemed topreclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.14.15 Waivers by Borrowers. To the fullest extent permitted by Applicable Law, each Borrower waives (a) the right to trial by jury (whichAgent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations orCollateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extensionor renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which aBorrower may in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control ofany Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise any rights or remedies; (e) thebenefit of all valuation, appraisement and exemption laws; (f) any claim against Agent, Issuing Bank or any Lender, on any theory of liability,for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to anyEnforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Each Borroweracknowledges that the foregoing waivers are a material inducement to Agent, Issuing Bank and Lenders entering into this Agreement and thatthey are relying upon the foregoing in their dealings with Borrowers. Each Borrower has reviewed the foregoing waivers with its legal counsel and hasknowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filedas a written consent to a trial by the court.14.16 Patriot Act Notice. Agent and Lenders hereby notify Borrowers that pursuant to the Patriot Act, Agent and Lenders are required to obtain, verifyand record information that identifies each Borrower, including its legal name, address, tax ID number and other information that will allow Agent andLenders to identify it in accordance with the Patriot Act. Agent and Lenders will also require information regarding each personal guarantor, if any, and mayrequire information regarding Borrowers’ management and owners, such as legal name, address, social security number and date of birth. Borrowers shall,promptly upon request, provide all documentation and other information as Agent, Issuing Bank or any Lender may request from time to time in order tocomply with any obligations under any “know your customer,” anti-money laundering or other requirements of Applicable Law.14.17 NO ORAL AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTBETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.14.18 Intercreditor Agreement Governs . As between Agent and the Secured Parties on the one hand and the agent and lenders under the Term LoanFacility on the other hand, in the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement with respect to theCollateral, the provisions of the Intercreditor Agreement shall govern.[Remainder of page intentionally left blank; signatures begin on following page] 100IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set forth above. BORROWERS: SCHOOL SPECIALTY, INC.By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: President & Chief Executive OfficerAddress: W6316 Design Drive Greenville, WI 54942 Attn: Michael P. Lavelle Telecopy: 920-882-5863 CLASSROOMDIRECT.COM, LLCBy: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentAddress: W6316 Design Drive Greenville, WI 54942 Attn: Michael P. Lavelle Telecopy: 920-882-5863 SPORTIME, LLCBy: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentAddress: W6316 Design Drive Greenville, WI 54942 Attn: Michael P. Lavelle Telecopy: 920-882-5863[Signature Page to ABL Loan Agreement]DELTA EDUCATION, LLCBy: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentAddress: W6316 Design Drive Greenville, WI 54942 Attn: Michael P. Lavelle Telecopy: 920-882-5863 PREMIER AGENDAS, INC.By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentAddress: W6316 Design Drive Greenville, WI 54942 Attn: Michael P. Lavelle Telecopy: 920-882-5863 CHILDCRAFT EDUCATION CORP.By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentAddress: W6316 Design Drive Greenville, WI 54942 Attn: Michael P. Lavelle Telecopy: 920-882-5863 [Signature Page to ABL Loan Agreement]BIRD-IN-HAND WOODWORKS, INC.By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: PresidentAddress: W6316 Design Drive Greenville, WI 54942 Attn: Michael P. Lavelle Telecopy: 920-882-5863 CALIFONE INTERNATIONAL, INC.By: /s/ Michael P. LavelleName: Michael P. LavelleTitle: Executive Vice PresidentAddress: 1145 Arroyo Ave San Fernando CA 91340 Attn: Michael P. Lavelle Telecopy: 920-882-5863 [Signature Page to ABL Loan Agreement]AGENT AND LENDERS: BANK OF AMERICA, N.A.,as Agent and LenderBy: /s/ Jason RileyName: Jason RileyTitle: SVPAddress: 135 S LaSalle St. Suite 925 Mail Code: IL4-135-09-43 Chicago, IL Attn: Jason Riley Telecopy: 312-453-3265 AGENT AND LENDERS: SunTrust Bankas a LenderBy: /s/ Tighe A. IttnerName: Tighe A. IttnerTitle: Director AGENT AND LENDERS: Bank of Montrealas a LenderBy: /s/ Craig ThistlethwaiteName: Craig ThistlethwaiteTitle: Director [Signature Page to ABL Loan Agreement]Schedules to Credit Agreement (ABL)Schedule 1.1(a)Commitments of Lenders Lender Commitment Bank of America, N.A. $75,000,000.00 SunTrust Bank $50,000,000.00 Bank of Montreal $50,000,000.00 S-1Schedule 1.1(b)Excluded Subsidiaries 1.Premier School Agendas, Ltd. 2.Select Agendas, Corp. 3.Sax Arts & Crafts, Inc. 4.Frey Scientific, Inc. S-2Schedule 1.1(c)Specified Asset Dispositions 1.Disposition of the EPS Literacy and Intervention business line of the Accelerated Learning Group segment (which may include the ThinkMath! productline). 2.Disposition of the Premier Agendas student planner business line of the Accelerated Learning Group segment. 3.Disposition of the business line of the Accelerated Learning Group segment, including brands such as FOSS (Full Option Science System), FreyScientific, Delta Science Modules, Delta Education, CPO Science, Neo/SCI and ThinkMath!. S-3Schedule 1.1(d)Subsidiary GuarantorsNone. S-4Schedule 1.1(e)Delayed Admin Claims Paul, Weiss, Rifkind, Wharton & Garrison LLP $5,000,000 Godfrey & Kahn S.C. $585,367 Young Conaway Stargatt & Taylor, LLP $750,000 Perella Weinberg Partners $2,551,070 Stroock & Stroock & Lavan LLP $1,000,000 S-5Schedule 8.5Deposit Accounts and Securities Accounts US Accounts Owner Type of Account Bank Exemptedfrom DACArequirement?School Specialty, Inc. Operating JPMorganChase NoSchool Specialty, Inc. SFD Credit Cards JPMorganChase YesSchool Specialty, Inc. Disbursement-Payables JPMorganChase YesBird-In-Hand Woodworks, Inc. Disbursement JPMorganChase YesSchool Specialty, Inc. Disbursement-Payroll JPMorganChase YesCalifone International, Inc. Disbursement-Payables JPMorganChase YesSchool Specialty, Inc. Disbursement-PPO JPMorganChase YesSchool Specialty, Inc. Flex Spending JPMorganChase YesSchool Specialty, Inc. (d/b/a SPARK) Working Fund JPMorganChase YesCalifone International, Inc. Credit Card Depository JPMorganChase NoDelta Education, LLC Credit Card Depository JPMorganChase NoSchool Specialty, Inc. (d/b/a EducationalPublishing Service) Credit Card Depository JPMorganChase NoSchool Specialty, Inc. (d/b/a EducationalPublishing Service) Disbursement-Payables JPMorganChase YesSchool Specialty, Inc. Concentration JPMorganChase NoSchool Specialty, Inc. (EPS) Lockbox JPMorganChase No S-6School Specialty, Inc. Lockbox JPMorgan Chase NoSchool Specialty, Inc. Lockbox JPMorgan Chase NoCalifone International, Inc. Lockbox JPMorgan Chase NoSchool Specialty, Inc. Disbursement-Payables JPMorgan Chase YesSchool Specialty, Inc. Credit Card Depository JPMorgan Chase NoSchool Specialty, Inc. E-Tail Depository Account JPMorgan Chase NoPremier Agendas, Inc. Depository JPMorgan Chase NoCalifone International, Inc. Depository Wells Fargo Bank NoSchool Specialty, Inc. Depository-TL Collateral JPMorgan Chase No (with Term LoanAgentas first lien agent).School Specialty, Inc. Concentration JPMorgan Chase NoSchool Specialty, Inc. Depository-LC Collateral Comerica YesSchool Specialty, Inc. Depository-LC Collateral JPMorgan Chase YesSchool Specialty, Inc. Depository-LC Collateral Bank of America YesSchool Specialty, Inc. Depository-Bayside Escrow U.S. Bank YesSchool Specialty, Inc. Depository-Fee Claims JPMorgan Chase Yes Canadian Accounts Owner Type ofAccount Bank Exemptedfrom DACArequirement?School Specialty, Inc. Lockbox and Disbursements JPMorgan Chase YesSchool Specialty, Inc. Credit Card Depository JPMorgan Chase YesSchool Specialty, Inc. Operating Account JPMorgan Chase Yes S-7Schedule 8.6.1Business LocationsOwned Real Property: Record Owner AddressSchool Specialty, Inc. 3525 S. Ninth StreetSalina, KS 67401 S-8Leased Property:3825 S Willow Avenue, Fresno, CA 93722W6316 Design Drive, Greenville, WI 54942100 Paragon Parkway, Mansfield, OH 44903625 Mount Auburn Street, Cambridge, MA 0213880 Northwest Boulevard, Nashua, NH 030633031 Industry Drive, Lancaster, PA 176031145 Arroyo Avenue, San Fernando, CA 913401845 North Airport Road, Fremont, NE 680262000 Kentucky Street, Bellingham, WA 98226400 Sequoia Drive, Bellingham, WA 98226438 Camino Del Rio South, San Diego, CA 92108109 W. Commercial Street, East Rochester, NY 144452007 – 2019 Iowa Street, Bellingham, WA 98226220 E. Berg Street, Salina, KS 67401140 Marble Drive, Lancaster, PA 176012915 Countryside Drive, Norcross, GA 30071722/845 Specialists Avenue, Neenah, WI 549561000 Stricker Road, Mount Joy, PA 17552222 Tappan Drive, Mansfield, OH 44906 S-9Chief Executive Offices and Locations of Books and Records: Name Chief Executive Office and Location ofBooks and Records1. School Specialty, Inc. W6316 Design DriveGreenville, WI 549422. Califone International, Inc. 1145 Arroyo AvenueSan Fernando, CA 913403. Childcraft Education Corp. W6316 Design DriveGreenville, WI 549424. ClassroomDirect.com, LLC W6316 Design DriveGreenville, WI 549425. Delta Education, LLC W6316 Design DriveGreenville, WI 549426. Premier Agendas, Inc. W6316 Design DriveGreenville, WI 549427. Sportime, LLC W6316 Design DriveGreenville, WI 549428. Bird-In-Hand Woodworks, Inc. W6316 Design DriveGreenville, WI 54942 S-10Locations of Inventory and Equipment:3825 S Willow Avenue, Fresno, CA 93722W6316 Design Drive, Greenville, WI 54942100 Paragon Parkway, Mansfield, OH 4490380 Northwest Boulevard, Nashua, NH 030633525 South Ninth Street, Salina, KS 674013031 Industry Drive, Lancaster, PA 176031145 Arroyo Ave, San Fernando, CA1845 N. Airport, Fremont, NE 680262000 Kentucky St., Bellingham, WA 982262007—2019 Iowa Street, Bellingham, WA 98226400 Sequoia Drive, Suite 200, Bellingham, WA 98226625 Mount Auburn St., Cambridge, MA (no inventory at this location)438 Camino Del Rio South, San Diego, CA 92108220 E. Berg Street, Salina, KS 67401140 Marble Drive, Lancaster, PA 176012915 Countryside Drive, Norcross, GA 30071 (no inventory at this location)2300 Brown Avenue, Waseca, MN 560937490 Golden Triangle Drive, Eden Prairie, MN 553444500 Robards Lane, Louisville, KY 40218100 Industrial Dr., Random Lake, WI 530759001 Wyoming Ave. North, Brooklyn Park, MN 55445 S-11Bailee Locations: Bailee Address of BaileeMWD Logistics 222 Tappan Drive, Mansfield, OH 44906Maple Logistics Solutions 1000 Stricker Road, Mount Joy, PA 17552Warehouse Specialists 722/845 Specialists Ave., Neenah, WI 54956Archway NM 1600 First Street NW, Albuquerque, NM 87102Archway Southwest 600 Freeport Parkway, Coppell, TX 75019Educators Book Depository of AR 6700 Sloane Drive, Little Rock, AR 72206Florida School Book Depository 1125 North Ellis Road, Jacksonville, FL 32254Mountain State Schoolbook Depository PO Box 160250, Clearfield, UT 84016Northwest Textbook Depository PO Box 5608, Portland, OR 97228Archway Oklahoma 5600 SW 36th Street, Oklahoma City, OK 73179Professional Book Distributors 1650 Bluegrass Lakes Parkway, Alpharetta, GA 30004RL Bryan Company 301 Greystone Boulevard, Columbia, SC 29210School Book Supply Co of LA 2630 Daisy Avenue, PO Box 2388, Baton Rouge, LA 70821Tennessee Book Company 1550 Heil Quaker Boulevard, LaVergne, TN 37086The James & Law Company 217 West Main Street, Clarksburg, WV 26302Smart Warehousing 9850 Industrial Boulevard, Lexena, KS 66215Farmington Public Schools 32789 West Ten Mile Road, Farmington, MI 48336Royal Seating Corporation 1110 Industrial Blvd., Cameron, TX 76520Royal Seating Corporation V-Building, 600 South Rusk, Cameron, TX 76520 S-12Royal Seating Corporation W-Building, 409 South Karnes, Cameron, TX 76520Royal Seating Corporation X-Building, 1050 Dossett Street, Cameron, TX 76520Royal Seating Corporation Y-1 & Y-2-Buildings, 919 Dossett Street, Cameron, TX 76520Royal Seating Corporation YO-Building, 659 South Bowie Ave., Cameron, TX 76520Royal Seating Corporation Z-Building, 620 South Bowie Ave., Cameron, TX 76520Cargo Zone LLC 6200 North 16th Street, Omaha, NE 68110Heuss Printing, Inc. 903 North 2nd Street, Ames, IA 50010LewisColor 30 Joe Kennedy Blvd, Statesboro, GA 30458Pioneer Graphics PO Box 2516, Waterloo, IA 50704316 W.5th Street, Waterloo, IA 50701Premier Impressions 194 Woolverton Rd., Grimsby ON L3M 4E7 CanadaPremier Printing One Beghin Ave, Winnipeg, MB R2J 3X5 CanadaPrintComm 2929 Davison Rd., Flint, MI 48506Printing Enterprises 1411 First Avenue NW, New Brighton, MN 55112Sentinel Printing 250 North Highway 10, St. Cloud, MN 56304Spangler Graphics 2930 and 2950 South 44th Street, Kansas City, KS 66106Walsworth Publishing Co 306 North Kansas Avenue, Marceline, MO 64658TAYLOR TEXAS FACILITY 1103 NW Carlos Parker Blvd. Taylor, TX 76574Taylor CPB Property LLC 3500 W 75th St, Suite 200, Prairie Creek, KS 66208 S-13Pan Pacific Sourcing, LLC 481 Great Plain Ave., Needham, MA 02492-3728CDS 2661 S. Pacific Hwy., Medford, OR 97501Dock #3, 2603 S. Pacific Hwy, Medford, OR 97501Brown Printing 2300 Brown Avenue, Waseca, MN 56093Carlson Print Group 7490 Golden Triangle Drive, Eden Prairie, MN 55344Gateway Press 4500 Robards Lane, Louisville, KY 40218Times Printing 100 Industrial Dr., Random Lake, WI 53075Unisource 9001 Wyoming Ave. North, Brooklyn Park, MN 55445School Book Supply of MS 4365 Avalon, PO Box 1059, Jackson, MS 39215Thompson School Book Depository 39 Northeast 24th St., PO Box 53158, Oklahoma City, OK 73105CPT Consolidation and Distribution 406 Sterling Street, Camp Hill, PA 17011 S-14Schedule 9.1.4Names and Capital Structure Issuer Jurisdiction ofOrganization Record Owner Authorized Issued andOutstanding PercentageOwned 1. School Specialty, Inc. Delaware 2. Califone International, Inc. Delaware School Specialty, Inc. 1,000 100 100% 3. Childcraft Education Corp. New York School Specialty, Inc. 3,000,000 1,000 100% 4. ClassroomDirect.com, LLC Delaware School Specialty, Inc. N/A 1 member share 100% 5. Delta Education, LLC Delaware School Specialty, Inc. N/A 100 member shares 100% 6. Frey Scientific, Inc. Delaware School Specialty, Inc. 3,000 100 100% 7. Premier Agendas, Inc. Washington School Specialty, Inc. 1,000,000 11,200 100% 8. Sax Arts & Crafts, Inc. Delaware School Specialty, Inc. 100 100 100% 9. Sportime, LLC Delaware School Specialty, Inc. N/A 100 member shares 100% 10. Premier School Agendas Ltd. Canada School Specialty, Inc. 100 100 100% 11. Select Agendas, Corp. Canada School Specialty, Inc. N/A 1,000 100% 12. Bird-In-Hand Woodworks, Inc. New Jersey Childcraft Education Corp. 2,500 5 100% S-15Schedule 9.1.14Environmental MattersNone. S-16Schedule 9.1.15Restrictive AgreementsNone. S-17Schedule 9.1.16LitigationLitigation etc.:None.Commercial Tort Claims:School Specialty, Inc. (“SSI”) v. RR Donnelley & Sons Company (“RRD”), U.S. Dist. Ct. E.D. Wis., Case No.1:12-CV-01034. SSI sued RRD for damagesresulting from a deficient printing job. RRD counterclaimed against SSI for fraud in the inducement and breach of contract, claiming SSI concealed knownproblems with the inks RRD used for the printing job, and SSI breached its contract with RRD by cancelling purchase orders for additional work. RRD seeksdamages in excess of $500,000. Litigation counsel believes that this suit will yield a net payment to SSI. S-18Schedule 9.1.18Pension PlansNone. S-19Schedule 9.1.20Labor ContractsNone. S-20Schedule 10.1.15Post-Closing Matters 1.Within 20 days after the Closing Date, each Grantor (as defined in the Guarantee and Collateral Agreement) shall deliver to the Agent a Notice of Grant ofSecurity Interest in Copyrights (as defined in the Guarantee and Collateral Agreement) in respect of all material Exclusive Copyright Licenses (as definedin the Guarantee and Collateral Agreement), the schedules thereto setting forth (a) the name and date of and the parties to such Exclusive CopyrightLicenses, and (b) the titles, and to the extent referenced in such Exclusive Copyright Licenses, the United States Copyright registration numbers, of allworks of authorship that are the subject of such Exclusive Copyright Licenses. 2.Within 5 Business Days (or such later date as the Agent may agree in its discretion) after the Closing Date, to the extent required by Section 8.5 of theLoan Agreement, each applicable Obligor shall deliver to the Agent Deposit Account Control Agreements in form and substance reasonably satisfactoryto Agent. S-21Schedule 10.2.1Existing Indebtedness 1.Capital Lease Obligations in respect of lease for the distribution center at 100 Paragon Parkway, Mansfield, OH 44903. 2.Indebtedness consisting of the “Covered Letters of Credit” as defined in that certain Standby Letter of Credit, dated as of June 11, 2013, issued byBank of America in favor of Wells Fargo in an aggregate amount of $5,199,700; provided, that such Covered Letters of Credit may not be renewed. S-22Schedule 10.2.2Existing LiensNone. S-23Schedule 10.2.5Existing Investments 1.35% interest in Carson-Dellosa Publishing, LLC (joint venture). S-24Schedule 10.2.17Existing Affiliate Transactions 1.Contract for Services, dated as of September 26, 2012, by and between School Specialty, Inc. and Premier School Agendas Ltd. S-25SCHEDULE 1EQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATESOWNED BY ORIGINAL GRANTORS(as of the Closing Date) Issuer JurisdictionofOrganization Owner ofEquity Interest PercentageOwned Number ofShares orUnits1. Califone International, Inc. Delaware School Specialty, Inc. 100% 1002. Childcraft Education Corp. New York School Specialty, Inc. 100% 1,0003. ClassroomDirect.com, LLC Delaware School Specialty, Inc. 100% 1 member share4. Delta Education, LLC Delaware School Specialty, Inc. 100% 100 member shares5. Frey Scientific, Inc. Delaware School Specialty, Inc. 100% 1006. Premier Agendas, Inc. Washington School Specialty, Inc. 100% 11,2007. Sax Arts & Crafts, Inc. Delaware School Specialty, Inc. 100% 1008. Sportime, LLC Delaware School Specialty, Inc. 100% 100 member shares9. Premier School Agendas Ltd. Canada School Specialty, Inc. 100% 10010. Select Agendas, Corp. Canada School Specialty, Inc. 100% 1,00011. Bird-In-Hand Woodworks, Inc. New Jersey Childcraft Education Corp. 100% 5 S-1-1SCHEDULE 2INVESTMENT PROPERTY(other than Equity Interests in Subsidiaries and Affiliates)OWNED BY ORIGINAL GRANTORS(as of the Closing Date)PART 1 — SecuritiesNone.PART 2 — Securities AccountsNone. S-1-2SCHEDULE 3MATERIAL COMMERCIAL TORT CLAIMSSchool Specialty, Inc. (“SSI”) v. RR Donnelley & Sons Company (“RRD”), U.S. Dist. Ct. E.D. Wis., Case No.1:12-CV-01034. SSI sued RRD for damagesresulting from a deficient printing job. RRD counterclaimed against SSI for fraud in the inducement and breach of contract, claiming SSI concealed knownproblems with the inks RRD used for the printing job, and SSI breached its contract with RRD by cancelling purchase orders for additional work. RRD seeksdamages in excess of $500,000. Litigation counsel believes that this suit will yield a net payment to SSI. S-1-3Exhibit 10.40EXECUTION VERSION $145,000,000CREDIT AGREEMENTdated as ofJune 11, 2013,amongSCHOOL SPECIALTY, INC.,as BorrowerTHE LENDERS PARTY HERETOandCREDIT SUISSE AG,as Administrative Agent and Collateral AgentCREDIT SUISSE SECURITIES (USA) LLCas Sole Bookrunner and Sole Lead Arranger Table of Contents Page ARTICLE I DEFINITIONS SECTION 1.01. Defined Terms 1 SECTION 1.02. Terms Generally 31 SECTION 1.03. Pro Forma Calculations 31 SECTION 1.04. Classification of Loans and Borrowings 33 ARTICLE II THE CREDITS SECTION 2.01. Commitments 33 SECTION 2.02. Loans 33 SECTION 2.03. Borrowing Procedure 34 SECTION 2.04. Evidence of Debt; Repayment of Loans 34 SECTION 2.05. Fees 35 SECTION 2.06. Interest on Loans 35 SECTION 2.07. Default Interest 35 SECTION 2.08. Alternate Rate of Interest 36 SECTION 2.09. Termination of Term Loan Commitments 36 SECTION 2.10. Conversion and Continuation of Borrowings 36 SECTION 2.11. Repayment of Term Borrowings 37 SECTION 2.12. Voluntary Prepayment 37 SECTION 2.13. Mandatory Prepayments 38 SECTION 2.14. Increased Costs; Capital Adequacy 39 SECTION 2.15. Change in Legality 40 SECTION 2.16. Breakage 41 SECTION 2.17. Pro Rata Treatment 41 SECTION 2.18. Sharing of Setoffs 41 SECTION 2.19. Payments 42 SECTION 2.20. Taxes 42 SECTION 2.21. Assignment of Commitments under Certain Circumstances; Duty to Mitigate 46 SECTION 2.22. Incremental Facilities 47 SECTION 2.23. Amend and Extend Transactions 48 ARTICLE III REPRESENTATIONS AND WARRANTIES SECTION 3.01. Organization; Powers 49 SECTION 3.02. Authorization 50 SECTION 3.03. Enforceability 50 SECTION 3.04. Governmental Approvals 50 SECTION 3.05. Financial Statements 50 SECTION 3.06. No Material Adverse Effect 51 iSECTION 3.07. Title to Properties; Possession under Leases 51 SECTION 3.08. Subsidiaries 52 SECTION 3.09. Litigation; Compliance with Laws 52 SECTION 3.10. Agreements 52 SECTION 3.11. Federal Reserve Regulations 52 SECTION 3.12. Investment Company Act 52 SECTION 3.13. Use of Proceeds 52 SECTION 3.14. Taxes 52 SECTION 3.15. No Material Misstatements 53 SECTION 3.16. Employee Benefit Plans 53 SECTION 3.17. Environmental Matters 53 SECTION 3.18. Insurance 54 SECTION 3.19. Security Documents 54 SECTION 3.20. Location of Real Property and Leased Premises 55 SECTION 3.21. Intellectual Property 55 SECTION 3.22. Labor Matters 55 SECTION 3.23. Solvency 55 SECTION 3.24. Senior Indebtedness 55 SECTION 3.25. Sanctioned Persons 55 SECTION 3.26. Foreign Corrupt Practices Act 55 SECTION 3.27. Anti-Terrorism Law 56 ARTICLE IV CONDITIONS OF LENDING SECTION 4.01. Conditions of Borrowing 56 ARTICLE V AFFIRMATIVE COVENANTS SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties 59 SECTION 5.02. Insurance 59 SECTION 5.03. Obligations and Taxes 60 SECTION 5.04. Financial Statements, Reports, etc. 61 SECTION 5.05. Litigation and Other Notices 62 SECTION 5.06. Information Regarding Collateral 63 SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings 63 SECTION 5.08. Use of Proceeds 63 SECTION 5.09. Employee Benefits 63 SECTION 5.10. Compliance with Environmental Laws 64 SECTION 5.11. Further Assurances 64 SECTION 5.12. Interest Rate Protection 65 SECTION 5.13. Post-Closing Obligations. 65 iiARTICLE VI NEGATIVE COVENANTS SECTION 6.01. Indebtedness 65 SECTION 6.02. Liens 67 SECTION 6.03. Sale and Lease-Back Transactions 69 SECTION 6.04. Investments, Loans and Advances 69 SECTION 6.05. Mergers and Consolidations 71 SECTION 6.06. Dispositions 71 SECTION 6.07. Restricted Payments; Restrictive Agreements 73 SECTION 6.08. Transactions with Affiliates 74 SECTION 6.09. Business of the Borrower and Subsidiaries 75 SECTION 6.10. Other Indebtedness and Agreements 75 SECTION 6.11. Capital Expenditures 75 SECTION 6.12. Interest Coverage Ratio 76 SECTION 6.13. Maximum Net Total Leverage Ratio 76 SECTION 6.14. Fiscal Year 77 ARTICLE VII EVENTS OF DEFAULT SECTION 7.01. Events of Default 77 SECTION 7.02. Application of Proceeds 79 SECTION 7.03. Right to Cure 79 ARTICLE VIII THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT SECTION 8.01. Appointment and Authority 80 SECTION 8.02. Rights as a Lender 80 SECTION 8.03. Exculpatory Provisions 80 SECTION 8.04. Reliance by Administrative Agent 81 SECTION 8.05. Delegation of Duties 81 SECTION 8.06. Resignation of the Administrative Agent 81 SECTION 8.07. Non-Reliance on Administrative Agent and Other Lenders 82 SECTION 8.08. No Other Duties, etc. 82 SECTION 8.09. Agent May File Proofs of Claim 82 SECTION 8.10. Collateral and Guarantee Matters 83 SECTION 8.11. Intercreditor Agreement 84 ARTICLE IX MISCELLANEOUS SECTION 9.01. Notices; Electronic Communications 84 SECTION 9.02. Survival of Agreement 86 SECTION 9.03. Binding Effect 87 iiiSECTION 9.04. Successors and Assigns 87 SECTION 9.05. Expenses; Indemnity 92 SECTION 9.06. Right of Setoff 93 SECTION 9.07. Waivers; Amendment 93 SECTION 9.08. Interest Rate Limitation 95 SECTION 9.09. Entire Agreement 95 SECTION 9.10. WAIVER OF JURY TRIAL 95 SECTION 9.11. Severability 96 SECTION 9.12. Counterparts 96 SECTION 9.13. Headings 96 SECTION 9.14. Applicable Law 96 SECTION 9.15. Jurisdiction; Consent to Service of Process 96 SECTION 9.16. Electronic Execution of Assignments 97 SECTION 9.17. Confidentiality 97 SECTION 9.18. Lender Action 98 SECTION 9.19. USA PATRIOT Act Notice 98 SECTION 9.20. No Fiduciary Duty 98 SECTION 9.21. Release of Collateral and Guarantees 98 SCHEDULES Schedule 1.01(a) - GuarantorsSchedule 1.01(b) - Immaterial SubsidiariesSchedule 1.01(c) - Mortgaged PropertiesSchedule 1.01(d) - Business Optimization ExpensesSchedule 2.01(a) - Lenders and CommitmentsSchedule 3.08 - SubsidiariesSchedule 3.18 - InsuranceSchedule 3.19(a) - UCC Filing OfficesSchedule 3.19(c) - Mortgage Filing OfficesSchedule 3.20 - Owned Real PropertySchedule 4.02(a) - Local CounselSchedule 5.14 - Post-Closing ObligationsSchedule 6.01(a) - Existing IndebtednessSchedule 6.02(a) - Existing LiensSchedule 6.04(a) - Existing InvestmentsSchedule 6.07(b) - Existing Restrictions and ConditionsEXHIBITS Exhibit A - Form of Administrative QuestionnaireExhibit B - Form of Affiliate Subordination AgreementExhibit C - Form of Assignment and AcceptanceExhibit D - Form of Borrowing RequestExhibit E - Form of Compliance CertificateExhibit F - Form of Guarantee and Collateral AgreementExhibit G - Form of Interest Election RequestExhibit H - ReservedExhibit I - Form of Local Counsel OpinionExhibit J - Form of Term Note ivExhibit K-1 - Form of U.S. Tax Compliance CertificateExhibit K-2 - Form of U.S. Tax Compliance CertificateExhibit K-3 - Form of U.S. Tax Compliance CertificateExhibit K-4 - Form of U.S. Tax Compliance CertificateExhibit L - Auction ProceduresExhibit M - Form of ABL Intercreditor Agreement vCREDIT AGREEMENT dated as of June 11, 2013 (this “Agreement”), among SCHOOL SPECIALTY, INC., a Delaware corporation (the“Borrower”), the Lenders (such term and each other capitalized term used but not defined in these introductory statements having the meaning given it inArticle I) and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and ascollateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.The Borrower and certain of its Subsidiaries are currently debtors in reorganization proceedings (the “Bankruptcy Proceedings”) under Chapter 11 ofthe Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).The Borrower filed an Amended Joint Plan of Reorganization on April 24, 2013 (the “April 24 Plan” and as the same may be amended, modified andsupplemented, the “Plan of Reorganization”) with the Bankruptcy Court pursuant to which it expects to be reorganized and emerge from the BankruptcyProceedings. The Plan of Reorganization is described in, and included as an exhibit to, the Borrower’s Amended Disclosure Statement filed on April 24, 2013(the “Disclosure Statement”).The Borrower has requested that substantially concurrently with the consummation of the Plan of Reorganization, the Lenders extend credit in the formof Term Loans to the Borrower on the Closing Date, in an aggregate principal amount of $145,000,000. In addition, the Borrower has also requested thatcertain other lenders extend credit to the Borrower and certain of its domestic subsidiaries in the form of the ABL Facility, in an aggregate principal amountoutstanding not to exceed $175,000,000 pursuant to the ABL Credit Agreement. The proceeds of the Term Loans, together with the proceeds of loans incurredunder the ABL Credit Agreement, are to be used by the Borrower (a) in accordance with the Plan of Reorganization, which provides for, among other things,the (i) repayment in full of all obligations under the DIP ABL Credit Agreement and partial repayment of obligations under the DIP Term Credit Agreement,(ii) termination of any commitment to make extensions of credit under the Existing Credit Agreements, and (iii) release of all collateral securing the obligationsunder the Existing Credit Agreement, (b) to pay the Transaction Costs and (c) for other general corporate purposes.The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties heretoagree as follows:ARTICLE IDefinitionsSECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:“ABL Administrative Agent” means Bank of America, N.A., in its capacity as administrative agent and collateral agent under the ABL FacilityDocumentation, or any successor or assign, or any replacement administrative agent and collateral agent under the ABL Facility Documentation.“ABL Credit Agreement” means that certain credit agreement dated as of the date hereof, among the Borrower, certain Subsidiaries of the Borrowerparty thereto, the lenders party thereto and the ABL Administrative Agent, as the same may be amended, restated, modified, supplemented, extended, renewed,refunded, replaced or refinanced from time to time in one or more agreements (in each case with the same or new lenders, institutional investors or agents),including any agreement extending thematurity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering thematurity thereof, in each case as and to the extent permitted by the ABL Intercreditor Agreement.“ABL Facility” means the asset-based revolving credit facility, including a letter of credit subfacility, under the ABL Credit Agreement.“ABL Facility Documentation” means the ABL Credit Agreement and all security agreements, guarantees, pledge agreements and other agreements orinstruments executed in connection therewith.“ABL Intercreditor Agreement” shall mean the intercreditor agreement dated as of the Closing Date among the Administrative Agent, the CollateralAgent, the ABL Administrative Agent and the Loan Parties, substantially in the form attached as Exhibit M, as the same may be amended, restated, amendedand restated, supplemented or otherwise modified from time to time in accordance therewith and herewith.“ABR Loan” or “ABR Borrowing” shall mean a Loan or a Borrowing consisting of Loans bearing interest at a rate determined by reference to theAlternate Base Rate.“Acquired Entity” shall have the meaning assigned to such term in Section 6.04(g).“Additional Credit Extension Amendment” shall mean an amendment to this Agreement (which may, at the option of the Administrative Agent, be inthe form of an amendment and restatement of this Agreement) providing for any (a) Incremental Term Loan Commitments pursuant to Section 2.22 or(b) Extended Term Loans pursuant to Section 2.23, which shall be consistent with the applicable provisions of this Agreement and otherwise satisfactory tothe parties thereto. Each Additional Credit Extension Amendment shall be executed by the Administrative Agent (for the amendments effected in suchAdditional Credit Extension Amendment), the Loan Parties and the other parties specified in the applicable Section of this Agreement (but not any otherLender). Any Additional Credit Extension Amendment may include conditions for delivery of opinions of counsel and other documentation consistent with theconditions in Section 4.01, all to the extent reasonably requested by the Administrative Agent or the other parties to such Additional Credit ExtensionAmendment.“Additional Lender” shall mean, at any time, any Person that is not an existing Lender and that agrees to provide any portion of any Incremental TermLoans or Incremental Term Loan Commitments in accordance with Section 2.22 pursuant to an Additional Credit Extension Amendment; provided that suchAdditional Lender shall be an Eligible Assignee.“Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to the product of(i) the LIBO Rate in effect for such Interest Period and (ii) Statutory Reserves; provided that, with respect to Term Loans, the Adjusted LIBO Rate shall not beless than 1.0% per annum. The Adjusted LIBO Rate will be adjusted automatically as to all Eurodollar Borrowings then outstanding as of the effective date ofany change in the Statutory Reserves.“Administrative Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(a). 2“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied fromtime to time by the Administrative Agent.“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries,Controls or is Controlled by or is under common Control with the Person specified; provided that, for purposes of Section 6.08 and Section 9.04(b)(iii), theterm “Affiliate” shall also include any Person that directly or indirectly owns 5% or more of any class of Equity Interests of the Person specified or that is anofficer or director of the Person specified.“Affiliate Subordination Agreement” shall mean an Affiliate Subordination Agreement in the form of Exhibit B pursuant to which intercompanyobligations and advances owed by any Loan Party are subordinated to the Obligations.“Affiliated Lender” shall mean any Affiliate of the Borrower, other than the Borrower or any Subsidiary of the Borrower.“Affiliated Lender Group” shall mean two or more Affiliated Lenders that are Affiliates of each other (other than by reason of being an Affiliate of theBorrower).“Agents” shall have the meaning assigned to such term in Article VIII.“Aggregate Incremental Amount” shall mean, at any time, the sum of the aggregate principal amount of Incremental Term Loans incurred at or priorto such time.“Agreement” shall have the meaning assigned to such term in the introductory statement hereto.“Agreement Value” shall mean, for each Hedging Agreement, on any date of determination, the maximum aggregate amount (giving effect to any nettingagreements) that the Borrower or the applicable Subsidiary would be required to pay if such Hedging Agreement was terminated on such date.“All-in Yield” shall mean, as to any Indebtedness, the effective interest rate with respect thereto as reasonably determined by the Administrative Agenttaking into account the interest rate, margin, original issue discount, upfront fees and eurodollar rate floor or base rate floor; provided that original issuediscount and upfront fees shall be equated to interest rate assuming a four-year life to maturity of such Indebtedness (or, if less, the stated life to maturity atthe time of the incurrence of such Indebtedness); provided further that “All-in Yield” shall not include arrangement, underwriting, structuring or similar feespaid to agents or arrangers or fees that are not paid ratably to the market with respect to such Indebtedness.“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal FundsEffective Rate in effect on such day plus 1/2 of 1.00% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not aBusiness Day, the immediately preceding Business Day) plus 1.00%; provided that such rate shall not be less than 2.00%; provided further that for thepurpose of clause (c), the Adjusted LIBO Rate for any day shall be based on the rate determined on such day at approximately 11 a.m. (London time) byreference to the British Bankers’ Association Interest Settlement Rates (or the successor thereto if the British Bankers’ Association is no longer making a LIBORate available) for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’Association as an authorized vendor for the purpose of displaying such rates (or the successor 3thereto if the British Bankers’ Association is no longer making a LIBO Rate available)). If the Administrative Agent shall have determined (whichdetermination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability orfailure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall bedetermined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in theAlternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective on the effective date ofsuch change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.27.“Applicable Margin” shall mean, for any day (a) with respect to any Eurodollar Term Loan, 8.50% per annum, and (b) with respect to any ABR TermLoan, 7.50% per annum.“Approved Fund” shall mean, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans, any other fundthat invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.“April 24 Plan” shall have the meaning assigned to such term in the introductory statement to this Agreement.“Arranger” shall mean Credit Suisse Securities (USA) LLC.“Asset Sale” shall mean any Disposition by the Borrower or any Subsidiary pursuant to Sections 6.06(i), 6.06(n), 6.06(r), 6.06(s) and 6.06(t) (otherthan a Disposition generating Net Cash Proceeds of less than $500,000).“Asset Sale Proceeds Pledged Account” shall mean an account subject to a control agreement in favor of the Collateral Agent.“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by theAdministrative Agent, in the form of Exhibit C or such other form (including electronic documentation generated by MarkitClear or other electronic platform)as shall be approved by the Administrative Agent.“Auction Procedures” shall mean the auction procedures with respect to Dutch Auctions set forth in Exhibit L hereto.“Available Amount” shall mean, at the time any determination thereof is to be made, the greater of (x) $0 and (y) the sum, without duplication, of(1) $1 million plus (2) Cumulative Retained Excess Cash Flow, plus, (3) Cumulative Equity Issuances, plus (4) Declined Proceeds, in each case at such timeand to the extent Not Otherwise Applied.“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.“Bankruptcy Court” shall have the meaning assigned to such term in the introductory statement to this Agreement. 4“Bankruptcy Proceedings” shall have the meaning assigned to such term in the introductory statement to this Agreement.“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.“Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.“Borrower Materials” shall have the meaning assigned to such term in Section 9.01.“Borrower Notice” shall have the meaning assigned to such term in the definition of Real Estate Collateral Requirements.“Borrowing” shall mean Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as towhich a single Interest Period is in effect.“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit D, orsuch other form as shall be approved by the Administrative Agent.“Breakage Event” shall have the meaning assigned to such term in Section 2.16.“Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required by law toclose; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open fordealings in Dollar deposits in the London interbank market.“Capital Expenditures” shall mean, for any period, (a) the additions to property, plant and equipment, capitalized investment and development costs,and other capital expenditures of the Borrower and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows ofthe Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by the Borrower and its consolidatedSubsidiaries during such period, but excluding in each case any such expenditure made to restore, replace or rebuild property to the condition of such propertyimmediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds,condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation.“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or otherarrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for ascapital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined inaccordance with GAAP.“Carson-Dellosa Drag-Along Sale” means a Disposition of the entirety of the Loan Parties’ Equity Interests in Carson-Dellosa Publishing, LLC,pursuant to the exercise by the CJE Members (as defined in the Operating Agreement of Carson-Dellosa Publishing, LLC) of their “drag-along rights” so as torequire the Loan Parties to dispose of such Equity Interests in accordance with the terms of Section 11.6 of the Operating Agreement of Carson-DellosaPublishing, LLC. 5“Cash Management Bank” shall mean, with respect to any Cash Management Obligations, any Person that at the time such Cash ManagementObligations were incurred was a Lender or an Affiliate of a Lender.“Cash Management Obligation” shall mean obligations owed by any Loan Party or Subsidiary to any Cash Management Bank in respect of anyoverdraft and related liabilities arising from treasury, depositary and cash management services or any automated clearing house transfer of funds or in respectof any credit card or similar services.A “Change in Control” shall be deemed to have occurred if (a) any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act as ineffect on the date hereof), other than the Permitted Investors, shall own, directly or indirectly, beneficially or of record, shares representing more than 35% ofthe aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower, (b) a majority of the seats (other than vacantseats) on the board of directors of the Borrower shall at any time be occupied by persons who were neither (i) nominated by the board of directors of theBorrower nor (ii) appointed by directors so nominated or (c) any change in control (or similar event, however denominated) with respect to the Borrower or anySubsidiary shall occur under and as defined in any indenture or agreement in respect of the ABL Facility Documentation and the Specified UnsecuredPrepetition Debt.“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, ruleor regulation, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authorityor (c) the making or issuance of any request, rule guideline or directive (whether or not having the force of law) of any Governmental Authority; provided that,notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines ordirectives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for InternationalSettlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in eachcase pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.“Charges” shall have the meaning assigned to such term in Section 9.08.“Class” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is a Term Loan,Incremental Term Loan or Extended Term Loan and (b) any Commitment, refers to whether such Commitment is a Term Loan Commitment, IncrementalTerm Loan Commitment or a Commitment in respect of a Class of Loans to be made pursuant to an Extension Offer.“Closing Date” shall mean June 11, 2013.“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.“Collateral” shall mean the “Collateral” as defined in any Security Document and shall include any Mortgaged Property.“Collateral Agent” shall have the meaning assigned to such term in the introductory statements to this Agreement. 6“Commitment” shall mean, with respect to any Lender, such Lender’s Term Loan Commitment.“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successorstatute.“Communications” shall have the meaning assigned to such term in Section 9.01.“Compliance Certificate” shall mean a compliance certificate in the form of Exhibit E.“Confidential Information Memorandum” shall mean the Confidential Information Memorandum of the Borrower dated May 2013.“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that arefranchise Taxes or branch profits Taxes.“Consolidated EBITDA” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, the Consolidated NetIncome of the Borrower and its Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent the respective amountsdescribed in subclauses (i) through (x) of this clause (a) reduced such Consolidated Net Income (and were not excluded therefrom or added thereto) for therespective period for which Consolidated EBITDA is being determined):(i) provision for Taxes based on income, profits or capital of the Borrower and its Subsidiaries for such period, including, without limitation,state, franchise and similar Taxes;(ii) Consolidated Interest Expense (and to the extent not included in interest expense, (x) all cash dividend payments (excluding items eliminated inconsolidation) on any series of preferred stock or Disqualified Stock and (y) costs of surety bonds in connection with financing activities) of theBorrower and its Subsidiaries for such period;(iii) depreciation and amortization expenses of the Borrower and its Subsidiaries for such period including the amortization of intangible assets,deferred financing fees and capitalized software expenditures and amortization of unrecognized prior service costs;(iv) (A) non-recurring, unusual or extraordinary charges for such period, (B) business optimization expenses and other restructuring charges orreserves (which, for the avoidance of doubt, shall include the effect of inventory optimization programs, facility closure, facility consolidations,duplicative facility costs, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pensioncharges), and (C) cash expenses relating to earn outs and similar obligations; provided that the aggregate amount to be added back pursuant to thisclause (iv) shall not exceed, (1) for the fiscal year ending April 26, 2014, $7,000,000, (2) for the fiscal year ending April 25, 2015, 10% ofConsolidated EBITDA (determined before giving effect to the addback in this clause (iv)) for such period plus any unused addback amount remainingfrom the prior fiscal year, and (3) for each fiscal year thereafter, 10% of Consolidated EBITDA (determined before giving effect to the addback in thisclause (iv)) for such period; 7(v) any other non-cash charges; provided, that for purposes of this subclause (v) of this clause (a), any non-cash charges or losses shall betreated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for theavoidance of doubt, amortization of a prepaid cash item that was paid in a prior period);(vi) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any issuance ofEquity Interests, investment, acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to beincurred by the ABL Facility Documentation (including Permitted Refinancings thereof), whether or not successful, including (x) such fees, expenses orcharges related to the Credit Facilities, the ABL Facility and the Specified Unsecured Prepetition Debt and (y) any amendment or other modification ofthe Obligations or other Indebtedness;(vii) non-cash expenses in connection with expensing stock options or other equity compensation grants for such period;(viii) costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002, asamended, and the rules and regulations promulgated in connection therewith and public company costs;(ix) to the extent deducted from Consolidated Net Income for such period, (A) cash fees, costs, expenses, commissions and other cash chargespaid on or before June 30, 2013 (or, September 15, 2013 in the case of the payment on any Delayed Admin Claims) in connection with the ABL Facility,the Credit Facilities, the Specified Unsecured Prepetition Debt, the Bankruptcy Proceedings, the Plan of Reorganization and the transactionscontemplated by the foregoing, including in connection with the termination or settlement of executory contracts, professional and accounting fees, costsand expense, management incentive, employee retention or similar plans, and litigation and settlements (but excluding interest and fees accruing after theClosing Date hereunder); provided that the aggregate amount to be added back pursuant to this clause (ix)(A) for all such periods shall not exceed$53,000,000 (provided, that to the extent such charges associated with this Agreement and the other Loan Documents or the ABL Facility are capitalizedand recognized over the life of the Term Loans and the loans under the ABL Facility, respectively, then such amount shall be reduced to the extent ofsuch capitalization) and (B) any make-whole payment required to be paid in connection with the make-whole litigation in the chapter 11 cases, in anaggregate amount to be added back to this clause (ix)(B) not to exceed $25,000,000; and(x) for the fiscal year ended April 26, 2014, solely in connection with the asset divestitures set forth on Schedule 1.01(d), business optimizationexpenses and other restructuring charges or reserves (which, for the avoidance of doubt, shall include the effect of inventory optimization programs,facility closure, facility consolidations, duplicative facility costs, retention, severance, systems establishment costs, contract termination costs, futurelease commitments and excess pension charges); provided, that with respect to each business optimization expense or other restructuring charge, aresponsible officer of the Borrower shall have delivered to the Administrative Agent an officer’s certificate specifying and quantifying such expense orcharge; provided further that the aggregate amount to be added back pursuant to this clause (x) shall not exceed $3,000,000; 8minus (b) the sum of (without duplication) non-cash items increasing Consolidated Net Income of the Borrower and its Subsidiaries for such period(but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent thereversal of any accrual of, or cash reserve for, anticipated cash charges that reduced Consolidated EBITDA in any prior period (and was not added backpursuant to this definition)), minus (c) non-recurring, unusual or extraordinary gains increasing Consolidated Net Income of the Borrower and its subsidiariesfor such period to the extent non-recurring, unusual or extraordinary losses could be added back for such period, and minus (d) any cash payments made inrespect of non-cash charges added back in a prior period. Consolidated EBITDA shall be deemed to be equal to (i) for the fiscal quarter ended July 28, 2012,$38.8 million, (ii) for the fiscal quarter ended October 27, 2012, $34.8 million, (iii) for the fiscal quarter ended January 26, 2013, -$17.3 million, and(iv) for the fiscal quarter ended April 27, 2013, -$9.1 million.“Consolidated Interest Expense” shall mean, for any period, the sum of (a) the interest expense (including imputed interest expense in respect ofCapital Lease Obligations and commitment fees, letter of credit fees and other fees incurred in connection with this Agreement) of the Borrower and theSubsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus (b) any interest accrued during such period in respect ofIndebtedness of the Borrower or any Subsidiary that is required to be capitalized rather than included in consolidated interest expense for such period inaccordance with GAAP plus (c) cash dividends on any series of preferred stock or Disqualified Stock. For purposes of the foregoing, interest expense shall bedetermined after giving effect to any net payments made or received by the Borrower or any Subsidiary with respect to interest rate Hedging Agreements. Forpurposes of determining the Interest Coverage Ratio for the period of four consecutive quarters ended July 27, 2013, October 26, 2013 and January 25, 2014,Consolidated Interest Expense shall be deemed to be equal to (a) the Consolidated Interest Expense for the fiscal quarter ended July 27, 2013, multiplied by 4,(b) the Consolidated Interest Expense for the two consecutive fiscal quarters ended October 26, 2013, multiplied by 2 and (c) the Consolidated Interest Expensefor the three consecutive fiscal quarters ended January 25, 2014, multiplied by 4/3, respectively.“Consolidated Net Income” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, net income for suchperiod but excluding net income (or loss) attributable to the equity method of accounting unless such net income has been distributed by way of an ordinarydividend in cash to the Borrower or any Subsidiary.“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlativethereto.“Credit Facilities” shall mean the term loan facilities provided for by this Agreement.“Cumulative Equity Issuances” shall mean, on any date of determination, 100% of the aggregate net cash proceeds from capital contributions or anyother issuance or sale after the Closing Date of Qualified Capital Stock of the Borrower. 9“Cumulative Retained Excess Cash Flow” shall mean, on any date of determination, the excess of (a) the cumulative amount of Excess Cash Flowfor each full fiscal year of the Borrower ended on or prior to such date, commencing with the fiscal year ending on April 26, 2014, minus (b) the portion ofsuch Excess Cash Flow which was required to be applied to prepay Term Loans pursuant to Section 2.13(c) (without giving effect to clause (y) thereof).“Current Asset Collateral” means all the “ABL Priority Collateral” as defined in the ABL Intercreditor Agreement.“Current Assets” shall mean, at any time, the consolidated current assets (other than cash and Permitted Investments) of the Borrower and theSubsidiaries at such time.“Current Liabilities” shall mean, at any time, (a) the consolidated current liabilities of the Borrower and the Subsidiaries at such time, but excluding,without duplication, the current portion of any long-term Indebtedness and (b) revolving loans, swingline loans and letter of credit obligations under the ABLFacility or any other revolving credit facility.“Debtor Relief Laws” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions fromtime to time in effect.“Declined Proceeds” shall have the meaning specified in Section 2.13(g).“Default” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.“Delayed Admin Claims” shall mean those Allowed Administrative Claims (as defined in the Plan of Reorganization) whose holders have agreed todelay payment to no earlier than August 31, 2013.“Disclosure Statement” shall have the meaning assigned to such term in the introductory statement to this Agreement.“Disposition” shall mean, with respect to any Person, (a) the sale, transfer, license, lease or other disposition (by way of merger, casualty,condemnation or otherwise) of any property or asset of such Person (including, without limitation, any sale and leaseback transaction and the sale of anyEquity Interest owned by such Person) to any other Person and (b) the issuance of Equity Interests by a subsidiary of such Person to any other Person.“Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it isexchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or ismandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requiresthe payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the first anniversaryof the Latest Maturity Date in effect at the time such Equity Interest is issued or (b) is convertible into or exchangeable (unless at the sole option of the issuerthereof) for (i) debt securities or (ii) any Equity Interest referred to in clause (a) above, in each case at any time prior to the first anniversary of the LatestMaturity Date in effect at the time such Equity Interest is issued. 10“Dollars” or “$” shall mean lawful money of the United States of America.“Domestic Subsidiaries” shall mean all Subsidiaries other than Foreign Subsidiaries.“Dutch Auction” shall mean an auction conducted by the Borrower or any Subsidiary in order to purchase Term Loans as contemplated bySection 9.04(h) in accordance with the Auction Procedures.“ECF Percentage” shall mean, with respect to any fiscal year of the Borrower, if the Net Total Leverage Ratio as of the end of such fiscal year is(x) greater than 3.00:1.00, 50%, (y) equal to or less than 3.00:1.00 but greater than 2.00:1.00, 25% and (z) equal to or less than 2.00:1.00, 0%.“Eligible Assignee” shall mean any Person that meets the requirements to be an assignee under Section 9.04(b)(iii).“Engagement Letter” shall mean the Engagement Letter, dated April 29, 2013, between the Borrower and the Arranger, as amended from time to time.“Environmental Laws” shall mean all former, current and future federal, state, local, supranational, and foreign laws (including statutory andcommon law), treaties, regulations, rules, ordinances, codes, decrees, injunctions, judgments, governmental restrictions or requirements, directives, orders(including consent orders), permits, and agreements in each case, relating to the indoor or outdoor environment, natural resources, human health and safety(as it relates to exposure to hazardous materials) or the presence, Release of or exposure to pollutants, contaminants, wastes, chemicals or otherwise hazardousmaterials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling, disposal or handling of, or the arrangementfor such activities, with respect to any pollutants, contaminants, wastes, chemicals or otherwise hazardous materials.“Environmental Liability” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees,indemnities, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether known or unknown,actual or potential, vested or unvested, or contingent or otherwise, arising out of or relating to (a) any Environmental Law, (b) the generation, manufacture,processing, distribution, use, treatment, storage, transport, recycling, disposal or handling of, or the arrangement for such activities, with respect to anyHazardous Materials, (c) exposure to any Hazardous Materials, (d) the presence or Release of any Hazardous Materials or (e) any contract, agreement or otherconsensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests ina trust or other equity interests in any Person and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any suchequity interest.“Equity Issuance” shall mean any issuance or sale by the Borrower or any Subsidiary of any Equity Interests of the Borrower or any suchSubsidiary, as applicable, except in each case for (a) any issuance or sale to the Borrower or any Subsidiary, (b) any issuance of directors’ qualifying shares,and (c) sales or issuances of common stock of the Borrower to management or employees of the Borrower or any Subsidiary under any employee stock optionor stock purchase plan or employee benefit plan in existence from time to time and (d) sales or issuances of Equity Interests of the Borrower to any PermittedInvestor. 11“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer underSection 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer underSection 414 of the Code. For the avoidance of doubt, when any provision of this Agreement relates to a past event or period of time, the term “ERISA Affiliate”includes any person who was, as to the time of such past event or period of time, an “ERISA Affiliate” within the meaning of the preceding sentence.“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan(other than an event for which the 30-day notice period is waived), (b) the requirements of Section 4043(b) of ERISA apply with respect to a contributingsponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISAis reasonably expected to occur with respect to such Plan, (c) a determination that any Plan is or is reasonably expected to be in “at risk” status (within themeaning of Section 430 of the Code or Section 303 of ERISA), (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of anapplication for a waiver of the minimum funding standard with respect to any Plan, (e) the incurrence by the Borrower or any of its ERISA Affiliates of anyliability under Title IV of ERISA (other than non-delinquent premiums payable to the PBGC under Sections 4006 and 4007 of ERISA), (f) the termination, orthe filing of a notice of intent to terminate, any Plan pursuant to Section 4041(c) of ERISA, (g) the receipt by the Borrower or any of its ERISA Affiliates fromthe PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (h) thecessation of operations at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA, (i) conditionscontained in Section 303(k)(1)(A) of ERISA for imposition of a lien shall have been met with respect to any Plan, (j) the receipt by the Borrower or any of itsERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any notice, concerning theimposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, “insolvent” (within the meaning of Section 4245 ofERISA), in “reorganization” (within the meaning of Section 4241 of ERISA), or in “endangered” or “critical” status (within the meaning of Section 432 ofthe Code or Section 304 of ERISA), (k) the occurrence of a non-exempt “prohibited transaction” with respect to which the Borrower or any of the Subsidiariesis a “disqualified person” (within the meaning of Section 4975 of the Code) or a “party in interest” (within the meaning of Section 406 of ERISA) or withrespect to which the Borrower, any such Subsidiary or their respective ERISA Affiliates could otherwise be liable, or (l) any other event or condition withrespect to a Plan or Multiemployer Plan that could result in liability of the Borrower or any Subsidiary.“Eurodollar Loan” or “Eurodollar Borrowing” shall mean a Loan or a Borrowing consisting of Loans bearing interest at a rate determined byreference to the Adjusted LIBO Rate.“Events of Default” shall have the meaning assigned to such term in Section 7.01.“Evidence of Flood Insurance” shall have the meaning assigned to such term in the definition of Real Estate Collateral Requirements. 12“Excess Cash Flow” shall mean, for any fiscal year of the Borrower, the excess of (a) the sum, without duplication, of (i) Consolidated EBITDA forsuch fiscal year and (ii) the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year over (b) the sum,without duplication, of(i) the amount of any Taxes payable in cash by the Borrower and the Subsidiaries with respect to such fiscal year;(ii) Consolidated Interest Expense for such fiscal year paid in cash;(iii) Capital Expenditures, made in cash in accordance with Section 6.11 during such fiscal year, except to the extent financed with the proceedsof Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA;(iv) permanent repayments or prepayments of Indebtedness (other than prepayments of Loans under Section 2.12 or Section 2.13), including anypremium, make-whole or penalty payments related thereto, made in cash by the Borrower and the Subsidiaries during such fiscal year, but only to theextent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with arefinancing of all or any portion of such Indebtedness;(v) the amount by which Consolidated Net Income was increased to determine Consolidated EBITDA pursuant to clauses (iv), (vi), (ix) and (x) ofthe definition of “Consolidated EBITDA” to the extent representing a cash payment during such period;(vi) cash used during such fiscal year to finance Permitted Acquisitions or other acquisitions permitted hereunder not constituting PermittedAcquisitions or (without duplication) to be used to finance Permitted Acquisitions or other acquisitions permitted hereunder not constituting PermittedAcquisitions for which a binding agreement was entered into during such fiscal year, in each case except to the extent financed (or proposed to befinanced) with the proceeds of Indebtedness (other than ABL Facility loans), equity issuances, Asset Sale proceeds, casualty proceeds, condemnationproceeds or other proceeds that would not be included in Consolidated EBITDA;(vii) cash used to pay deferred acquisition consideration (including earn-outs), except to the extent such cash is from proceeds of Indebtedness(other than ABL Facility loans), equity issuances, Asset Sale proceeds, casualty proceeds, condemnation proceeds or other proceeds that would not beincluded in Consolidated EBITDA;(viii) cash expenditures during such period in respect of long-term liabilities other than Indebtedness, except to the extent financed (or proposed tobe financed) with the proceeds of Indebtedness (other than ABL Facility loans), equity issuances, Asset Sale proceeds, casualty proceeds, condemnationproceeds or other proceeds that would not be included in Consolidated EBITDA;(ix) cash expenditures in respect of Hedge Agreements during such period to the extent not reflected in the computation of Consolidated EBITDA orConsolidated Interest Expense; 13(x) cash expenditures during such period with respect to retention bonuses to the extent added back in calculating Consolidated EBITDA; and(xi) the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year.“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.“Excluded Subsidiary” shall mean Domestic Subsidiaries that are (i) subsidiaries of Foreign Subsidiaries, (ii) Immaterial Subsidiaries, (iii) prohibitedby applicable law, rule or regulation from providing a Guarantee of the Credit Facilities or which Guarantee would require governmental (including regulatory)consent, approval, license or authorization (provided that this clause (iii) shall not apply if such consent, approval, license or authorization has been received,and provided further that the Borrower shall have used commercially reasonable efforts to obtain any such consent, approval, license or authorizationrequired), (iv) not Wholly Owned by the Borrower or any of its Subsidiaries or (v) any Subsidiary that owns no material assets other than Equity Interests inone or more Foreign Subsidiaries.“Excluded Swap Obligations” shall mean with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of theGuarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is orbecomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application orofficial interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in theCommodity Exchange Act and the regulations thereunder at the time the Guaranty of such Guarantor or the grant of such security interest becomes effectivewith respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only tothe portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal.“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from apayment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lendingoffice located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender,U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan orCommitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to anassignment request by the Borrower under Section 2.21(a)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant toSection 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or tosuch Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.20(g) and (d) any U.S.federal withholding Taxes imposed under FATCA.“Executive Order” shall have the meaning assigned to such term in Section 3.24.“Existing Credit Agreements” shall mean (a) that certain Debtor-in-Possession Credit Agreement, dated as of January 31, 2013, among the Borrowerand certain of its subsidiaries party thereto, as borrowers, the lenders party thereto, as lenders, and Wells Fargo Capital Finance, LLC, as administrative 14agent (the “DIP ABL Credit Agreement”) and (b) that certain Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as ofFebruary 27, 2013, among the Borrower and certain of its subsidiaries party thereto, as borrowers, the guarantors party thereto, as guarantors, the lendersparty thereto, as lenders, and U.S. Bank National Association, as administrative agent (the “DIP Term Credit Agreement”).“Extended Term Loans” shall mean any Class of Term Loans the maturity of which shall have been extended pursuant to Section 2.23.“Extension” shall have the meaning assigned to such term in Section 2.23(a).“Extension Offer” shall have the meaning assigned to such term in Section 2.23(a).“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that issubstantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and anyagreements entered into pursuant to Section 1471(b)(1) of the Code.“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members ofthe Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York,or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by theAdministrative Agent from three Federal funds brokers of recognized standing selected by it.“Fee Claims Account” means (i) the account holding the Fee Claim Reserve Amount pursuant to Article III.B.2 of the Plan of Reorganization, and(ii) the account holding any Delayed Admin Claims that the Borrower may fund into such account (and which may be subject to an escrow agreement).“Fee Claim Reserve Amount” shall have the meaning assigned to such term in the Plan of Reorganization.“Fee Letter” shall mean the Fee Letter, dated April 29, 2013, between the Borrower and the Arranger, as amended from time to time.“Fees” shall mean the Administrative Agent Fees.“Financial Covenants” shall mean the covenants contained in Sections 6.12 and 6.13 of this Agreement.“Financial Officer” of any Person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such Person.“First Lien Debt” means Total Debt that is secured by Liens that are not expressly subordinated to the Liens securing the Obligations pursuant to acustomary intercreditor agreement; provided that debt under the ABL Facility shall be deemed to be First Lien Debt to the extent included in Total Debt.“Flood Laws” shall have the meaning assigned to such term in the definition of Real Estate Collateral Requirements. 15“Foreign Lender” shall mean (a) with respect to a Borrower that is a U.S. Person, a Lender that is not a U.S. Person and (b) with respect to aBorrower that is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident fortax purposes.“Foreign Subsidiary” shall mean any Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code (and anysubsidiary of such person).“GAAP” shall mean United States generally accepted accounting principles applied on a basis consistent with the financial statements deliveredpursuant to Section 4.01(n).“Governmental Authority” shall mean any federal, state, local, supranational or foreign court or governmental agency, registry, authority,instrumentality or regulatory body.“Granting Lender” shall have the meaning assigned to such term in Section 9.04(f).“Guarantee” of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect ofguaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and includingany obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness orother obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) topurchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of suchIndebtedness or other obligation or (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligorso as to enable the primary obligor to pay such Indebtedness or other obligation; provided that the term “Guarantee” shall not include endorsements forcollection or deposit in the ordinary course of business.“Guarantee and Collateral Agreement” shall mean the Guarantee and Collateral Agreement, in the form of Exhibit F, among the Borrower, theSubsidiaries party thereto and the Collateral Agent for the benefit of the Secured Parties.“Guarantors” shall mean each Subsidiary listed on Schedule 1.01(a), and each other Subsidiary that is or becomes a party to the Guarantee andCollateral Agreement.“Hazardous Materials” shall mean (a) any petroleum products, derivatives or byproducts and all other hydrocarbons, coal ash, radon gas, lead,asbestos and asbestos-containing materials, toxic mold, urea formaldehyde foam insulation, polychlorinated biphenyls, infectious or medical wastes andchlorofluorocarbons and all other ozone-depleting substances, (b) any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive,reactive or otherwise hazardous substance, waste or material, or any substance, waste or material having any constituent elements displaying any of theforegoing characteristics or (c) any substance, waste or material that is prohibited, limited or regulated by or pursuant to or which can form the basis forliability under any Environmental Law.“Hedging Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option, cap or collar agreementsor similar agreement involving, or settled by reference to, one or more interest or exchange rates, currencies or commodities, or economic, financial or pricingindices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions. 16“Immaterial Subsidiary” shall mean any Subsidiary that, together with its Subsidiaries, (a) did not, as of the last day of the fiscal quarter of theBorrower most recently ended for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), have assets with a value in excess of2.5% of the consolidated total assets of the Borrower and its Subsidiary as of such day or, have revenues in excess of 2.5% of total revenues of the Borrowerand the Subsidiaries on a consolidated basis for the four fiscal quarters then ended, and (b) taken together with all other Immaterial Subsidiaries did not, as ofthe last day of the fiscal quarter of the Borrower most recently ended for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b),have assets with a value in excess of 5.0% of the consolidated total assets of the Borrower and its Subsidiary as of such day or, have revenues in excess of5.0% of total revenues of the Borrower and the Subsidiaries on a consolidated basis for the four fiscal quarters then ended; provided that a Subsidiarysatisfying the foregoing requirements shall only qualify as an Immaterial Subsidiary to the extent listed on Schedule 1.01(b) as of the Closing Date orsubsequently designated by the Borrower as an Immaterial Subsidiary in writing to the Administrative Agent; provided further that the Borrower may at anytime designate an Immaterial Subsidiary as no longer being a Material Subsidiary by notice in writing to the Administrative Agent, and such Subsidiary shallthereafter not be an Immaterial Subsidiary (unless subsequently designated as an Immaterial Subsidiary as contemplated hereby).“Incremental Cap” shall mean, at any time, $25,000,000.“Incremental Pro Forma Basis” shall mean, with respect to any financial ratio test hereunder, that compliance with such test at any time shall bedetermined (a) on a Pro Forma Basis giving effect to any Incremental Loans incurred at or prior to such time, (b) assuming any Incremental Term LoanCommitments established at or prior to such time are fully drawn and (c) without netting the proceeds of the Incremental Term Loans to be incurred at suchtime in reliance upon such financial ratio test.“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.22, to make an IncrementalTerm Loan to the Borrower.“Incremental Term Loan Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.“Incremental Term Loans” shall mean additional Term Loans made by one or more Incremental Term Loan Lenders to the Borrower pursuant to theirIncremental Term Loan Commitments.“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits oradvances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Personupon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to propertyor assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excludingtrade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holderof such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or notthe obligations secured thereby have been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of suchPerson, (i) net obligations of such Person under any 17Hedging Agreements, valued at the Agreement Value thereof, (j) all obligations of such Person to purchase, redeem, retire, defease or otherwise make anypayment in respect of any Disqualified Stock Interests of such Person or any other Person or any warrants, rights or options to acquire such DisqualifiedStock, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaiddividends, (k) all obligations of such Person as an account party in respect of letters of credit and (l) all obligations of such Person in respect of bankers’acceptances. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner, other than to theextent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such person in respect thereof.“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of anyobligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).“Information” shall have the meaning assigned to such term in Section 9.17.“Intellectual Property” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.“Interest Coverage Ratio” shall mean, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expensepayable in cash (excluding, for the avoidance of doubt, interest that is paid in kind) for such period.“Interest Election Request” shall mean a request by the Borrower in accordance with the terms of Section 2.10 and substantially in the form ofExhibit G or such other form as shall be approved by the Administrative Agent.“Interest Payment Date” shall mean (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December and(b) with respect to any Eurodollar Borrowing, the last day of the Interest Period applicable to such Borrowing and, in the case of a Eurodollar Borrowing withan Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of threemonths’ duration been applicable to such Borrowing.“Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on thenumerically corresponding day in the calendar month that is one (1), two (2), three (3) or six (6) months thereafter, as the Borrower may elect; provided that(a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unlesssuch next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day,(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in thecalendar month at the end of such Interest Period) shall, subject to clause (c), end on the last Business Day of the calendar month at the end of such InterestPeriod and (c) no Interest Period for any Borrowing shall extend beyond the applicable Maturity Date. Interest shall accrue from and including the first day ofan Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which suchBorrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 18“Investment” shall mean, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase orother acquisition of Equity Interests or Indebtedness or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee orassumption of Indebtedness of, or purchase or other acquisition of any other Indebtedness or equity participation or interest in, another Person, including anypartnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all orsubstantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person.For purposes of compliance with Section 6.04, the amount of any Investment shall be the amount actually invested, without adjustment for subsequentincreases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received incash by such Person with respect thereto, whether by disposition, return on capital, dividend or otherwise.“Investment Company Act” shall mean the Investment Company Act of 1940, as amended from time to time.“IRS” shall mean the United States Internal Revenue Service.“Latest Maturity Date” shall mean, at any time, the latest maturity or expiration date applicable to any Loan or Commitment (or, if so specified,applicable to the specified Loans or Commitments of the Class thereof) hereunder at such time.“Lenders” shall mean (a) the Persons listed on Schedule 2.01(a) (other than any such Person that has ceased to be a party hereto pursuant to anAssignment and Acceptance) and (b) any Person that has become a party hereto as a Lender pursuant to an Assignment and Acceptance, Additional CreditExtension Amendment or otherwise in accordance with this Agreement.“LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agentat approximately 11:00 a.m. (London time) on the date that is two (2) Business Days prior to the commencement of such Interest Period by reference to theBritish Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has beennominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) (or the successor thereto if theBritish Bankers’ Association is no longer making a LIBO Rate available) for a period equal to such Interest Period; provided that, to the extent that an interestrate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by theAdministrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in theLondon interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two (2) BusinessDays prior to the beginning of such Interest Period.“Lien” shall mean (a) with respect to any asset, (i) any mortgage, deed of trust, lien (statutory or other), pledge, hypothecation, assignment, depositarrangement, encumbrance, license, charge preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever in or onsuch asset (including any conditional sale or other title retention agreement, capital lease, any easement, right of way or other encumbrance on title to realproperty) and (ii) the interest of a vendor or a lessor 19under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same effect as any of theforegoing) relating to such asset and (b) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.“Loan Documents” shall mean this Agreement, the Security Documents, the ABL Intercreditor Agreement, the Notes and any other document executedin connection with the foregoing.“Loan Parties” shall mean the Borrower and the Guarantors.“Loans” shall mean the Term Loans.“Margin Stock” shall have the meaning assigned to such term in Regulation U.“Material Adverse Effect” shall mean (a) a materially adverse effect on the business, assets, liabilities, operations, financial condition, or operatingresults of the Borrower and the Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Borrower or any other Loan Party to perform anyof its obligations under any Loan Document to which it is or will be a party or (c) a material impairment of the rights and remedies of or benefits available tothe Lenders under any Loan Document.“Material Indebtedness” shall mean Indebtedness (other than the Loans) or obligations in respect of one or more Hedging Agreements, of any one ormore of the Borrower or any Subsidiary in an aggregate principal amount exceeding $2,500,000. For purposes of determining Material Indebtedness, the“principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the Agreement Value ofsuch Hedging Agreement at such time.“Maturity Date” shall mean June 11, 2019 (or if such day is not a Business Day, the next preceding Business Day).“Maximum Rate” shall have the meaning assigned to such term in Section 9.08.“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.“Mortgaged Properties” shall mean, initially, the owned real properties of the Loan Parties specified on Schedule 1.01(c), and shall include each otherparcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.11.“Mortgages” shall mean the mortgages, deeds of trust, deeds to secure debt and other similar security documents delivered pursuant to clause (i) ofSection 4.01(i) or pursuant to Section 5.11, each in the form of Exhibit H with such changes thereto as shall be acceptable to the Collateral Agent, including allsuch changes as may be required to account for local law matters.“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.“Net Cash Proceeds” shall mean (a) with respect to any Asset Sale, the cash proceeds (including cash proceeds subsequently received (but only as andwhen received) in respect of noncash consideration initially received), net of (i) selling expenses (including broker’s and advisors fees or commissions, legalfees, transfer and similar taxes and the Borrower’s good faith estimate of income taxes paid or payable in connection with such sale), (ii) amounts provided asa reserve, in accordance with GAAP, against any 20liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale (provided that, to the extent and at the time anysuch amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds) and (iii) the principal amount, premium or penalty, if any,interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such Asset Sale to the extent such Indebtedness isrequired to be repaid either (x) with such proceeds or (y) because the asset sold is removed from a borrowing base supporting such Indebtedness (in each case,other than (x) Indebtedness hereunder and (y) any such Indebtedness assumed by the purchaser of such asset); provided that, if (x) the Borrower shall delivera certificate of a Financial Officer to the Administrative Agent at the time of receipt thereof setting forth the Borrower’s intent to reinvest such proceeds inproductive assets of a kind then used or usable in the business of the Borrower and its Subsidiaries within 12 months of receipt of such proceeds and (y) noDefault or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of suchproceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent (i) not so used or contractually committed (with a Person other than anAffiliate of the Borrower) to be so used at the end of such 12-month period and (ii) if so committed within such 12-month period, not so used on or before daythat is 180 days from the date of such commitment, at which time such proceeds shall be deemed to be Net Cash Proceeds; provided, further, that uponreceipt of any such proceeds, the Borrower or applicable Subsidiary shall either (x) deposit such proceeds into the Asset Sale Proceeds Pledged Account or(y) invest such proceeds in a Permitted Investment that is subject to a first-priority lien in favor of the Collateral Agent for the benefit of the Secured Parties,and such proceeds shall remain in such Asset Sale Proceeds Pledged Account or invested in such Permitted Investments until reinvested pursuant to thisdefinition or applied in accordance with Section 2.13; and (b) with respect to any issuance or incurrence of Indebtedness or any Equity Issuance, the cashproceeds thereof, net of all taxes and customary fees, commissions, costs, prepayment premiums and other expenses incurred in connection therewith or inconnection with the use of proceeds thereof.“Net First Lien Leverage Ratio” shall mean, on any date, the ratio of (a) First Lien Debt on such date minus Unrestricted Cash, to (b) ConsolidatedEBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date.“Net Total Leverage Ratio” shall mean, on any date, the ratio of (a) Total Debt on such date minus Unrestricted Cash, to (b) Consolidated EBITDAfor the period of four consecutive fiscal quarters most recently ended on or prior to such date.“NFIP” shall have the meaning assigned to such term in the definition of Real Estate Collateral Requirements.“Notes” shall mean any promissory notes evidencing the Term Loans, as applicable, executed and delivered pursuant to Section 2.04(e) and in the formof Exhibit J, respectively.“Notice of Grant of Security Interest in Copyrights” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.“Notice of Grant of Security Interest in Patents” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.“Notice of Grant of Security Interest in Trademarks” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement. 21“Not Otherwise Applied” shall mean, with reference to any amount described in the definition of “Available Amount”, that such amount was notpreviously applied or is not currently being applied to make or permit the making of investments, Restricted Payments or prepayments of Indebtednesshereunder or to exercise any Cure Rights pursuant to Section 7.03. The Borrower shall promptly notify the Administrative Agent of any application of theAvailable Amount as contemplated hereunder.“Obligations” shall mean (i) all principal of all Loans, all interest (including Post-Petition Interest) on such Loans and all other amounts now orhereafter payable by the Borrower pursuant to the Loan Documents, (ii) all obligations of a Loan Party to any Qualified Counterparty under any SecuredHedging Agreements, excluding in the case of this clause (ii), the Excluded Swap Obligations and (iii) all obligations of a Loan Party to any Cash ManagementBank under any Secured Cash Management Agreements.“OFAC” shall have the meaning assigned to such term in Section 3.25.“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between suchRecipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performedits obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced anyLoan Document, or sold or assigned an interest in any Loan or Loan Document).“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, property, excise, mortgage, recording, filing or similar Taxesthat arise from any payment made under, from the execution, delivery, recording, performance, enforcement or registration of, from the receipt or perfection ofa security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to anassignment (other than an assignment made pursuant to Section 2.21(a)).“Participant” shall have the meaning assigned to such term in Section 9.04(d).“Participant Register” shall have the meaning assigned to such term in Section 9.04(d).“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.“Perfection Certificate” shall mean the Perfection Certificate substantially in the form of Exhibit B to the Guarantee and Collateral Agreement.“Permitted Acquisition” shall have the meaning assigned to such term in Section 6.04(g).“Permitted Cure Securities” shall mean any equity securities (other than Disqualified Stock) of the Borrower designated as Permitted Cure Securitiesin a certificate delivered by the Borrower to the Administrative Agent that are issued in connection with Cure Rights being exercised by the Borrower underSection 7.03. 22“Permitted Investments” shall mean:(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by anyagency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one yearfrom the date of issuance thereof;(b) investments in commercial paper maturing within 270 days from the date of issuance thereof and having, at such date of acquisition, the highestcredit rating obtainable from Moody’s or from S&P;(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued orguaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent or any domestic office of any commercialbank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits at the dateof acquisition thereof of not less than $500,000,000 and that issues (or the parent of which issues) commercial paper rated at least “Prime 1” (or the thenequivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P;(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with afinancial institution satisfying the criteria of clause (c) above;(e) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all ofwhose assets are invested in investments of the type described in clauses (a) through (d) above; and(f) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments ofa type analogous to the foregoing.“Permitted Investors” shall mean any holder of Equity Interests in the Borrower as of the date of effectiveness of the Plan of Reorganization and anyAffiliate of such Person, in each case, other than a natural Person, the Borrower or any of its Subsidiaries.“Permitted Refinancing” shall mean, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtednessof such Person (the “Refinanced Indebtedness”); provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principalamount (or accreted value, if applicable) of the Refinanced Indebtedness except by an amount equal to any interest capitalized with, any premium or otherreasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension,(b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has aweighted average life to maturity equal to or longer than the then-remaining weighted average life to maturity of, the Refinanced Indebtedness, (c) if theRefinanced Indebtedness is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension issubordinated in right of payment to the Obligations on terms not materially less favorable, taken as a whole, to the Lenders as those contained in thedocumentation governing the Refinanced Indebtedness, (d) at the time thereof, no Default or Event of Default shall have occurred and be continuing, (e) if theRefinanced Indebtedness is secured, the terms and conditions relating to collateral of any such modified, refinanced, refunded, renewed or extendedIndebtedness, taken as a whole, are not materially less favorable to the Loan Parties than the terms and conditions with respect to the Collateral of theRefinanced Indebtedness, taken as a whole (and the Liens on any Collateral securing any such modified, refinanced, refunded, renewed or extendedIndebtedness shall have the same (or lesser) priority as the Refinanced Indebtedness relative to the Liens on the Collateral securing the Obligations), and(f) such modification, refinancing, refunding, renewal or 23extension is incurred by the Person who is the obligor on the Refinanced Indebtedness. In the case of any Permitted Refinancing of the ABL Facility, suchPermitted Refinancing must also be permitted under the ABL Intercreditor Agreement.“Permitted Surety Bonds” means unsecured guarantees and reimbursement obligations incurred in the ordinary course of business with respect tosurety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations.“Permitted Unsecured Debt” shall mean any Indebtedness incurred by the Borrower in the form of one or more series of secured or unsecured loans ornotes; provided that (i) the final maturity date of any such Indebtedness shall be no earlier than 91 days following the Latest Maturity Date, (ii) the terms ofsuch Indebtedness shall not provide for any scheduled repayment, mandatory redemption, sinking fund obligations or other payment (other than periodicinterest payments) prior to the date that is 91 days following the Latest Maturity Date in effect at the time such Permitted Unsecured Debt is issued, other thancustomary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights upon an event ofdefault, (iii) such Indebtedness shall be unsecured, (iv) none of the obligors or guarantors with respect to such Indebtedness shall be a Person that is not aLoan Party and (v) the terms and conditions (excluding any subordination, pricing, fees, rate floors, discounts, premiums and optional prepayment orredemption terms) of such Indebtedness, taken as a whole, shall not be materially less favorable to the Loan Parties than those applicable to the Term Loans,except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Permitted Unsecured Debt is issued.“Person” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership,Governmental Authority or other entity.“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is covered by Section 4021 of ERISA, and in respect ofwhich the Borrower or any ERISA Affiliate is or, if such plan were terminated under Section 4069 of ERISA, would be, deemed to be an “employer” asdefined in Section 3(5) of ERISA.“Plan Confirmation Order” shall mean an order entered by the Bankruptcy Court in the Bankruptcy Proceedings confirming the Plan ofReorganization pursuant to section 1129 of the Bankruptcy Code.“Plan of Reorganization” shall have the meaning assigned to such term in the introductory statement to this Agreement.“Plan of Reorganization Confirmation Requirements” shall mean: (1)the April 24 Plan and the Disclosure Statement shall not have been amended, modified or supplemented in any manner that could bereasonably expected to adversely affect the interests of the Agent or the Lenders in their capacities as such in connection with the TermFacility without the consent of the Arranger; it being understood that any amendment to the April 24 Plan providing for the assumption orincurrence by any Loan Party of any Material Indebtedness or other material liability not otherwise contemplated by the April 24 Plan andthe Disclosure Statement shall be deemed to adversely affect the interests of the Agent and the Lenders; 24 (2)the pro forma capital and ownership structure of the Loan Parties shall be substantially as described in the April 24 Plan and theDisclosure Statement, and the Arranger shall be reasonably satisfied with the Loan Parties’ organizational documents and shareholderarrangements of the Loan Parties, in each case as the same will exist after giving effect to the consummation of the Transactions; (3)all conditions precedent to the effectiveness of the Plan of Reorganization shall have been satisfied or, in the case of condition (6) ofSection VIII.B of the Plan of Reorganization, shall be simultaneously satisfied (and, in each case, not waived without the consent of theArranger, not to be unreasonably withheld); (4)the effective date of the Plan of Reorganization shall have occurred and the substantial consummation (as defined in Section 1101 of theBankruptcy Code) of the Plan of Reorganization each shall occur contemporaneously with the Closing Date; and (5)the Bankruptcy Court shall have entered the Plan Confirmation Order, which order (i) shall be in form and substance satisfactory to theArranger with respect to any provision of the Plan Confirmation Order related to the Loan Documents or Term Loans, and otherwisereasonably satisfactory to the Arranger, (ii) shall approve the Loan Documents, authorize the Borrower’s and the Guarantors’ performancethereunder and be consistent with the Loan Documents with regard to any terms therein reasonably related to the Loan Documents,(iii) shall be, on the Closing Date, in full force and effect, unstayed and final and non-appealable, (iv) shall not be, on the Closing Date,subject to a motion to stay, a motion for rehearing or reconsideration or a petition for a writ of certiorari and (v) after entry shall not havebeen amended, supplemented or otherwise modified without the written consent of the Arranger (not to be unreasonably withheld withrespect to any amendment, supplement or modification not related to the Loan Documents or Term Loans), reversed or vacated.“Platform” shall have the meaning assigned to such term in Section 9.01.“Post-Petition Interest” shall mean any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy,insolvency or reorganization of any one or more of the Loan Parties (or would accrue but for the operation of applicable Debtor Relief Laws), whether or notsuch interest is allowed or allowable as a claim in any such proceeding.“Prime Rate” shall mean the rate of interest per annum determined from time to time by Credit Suisse AG as its prime rate in effect at its principaloffice in New York City and notified to the Borrower. The prime rate is a rate set by Credit Suisse AG based upon various factors including Credit SuisseAG’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at,above, or below such rate.“Pro Forma Basis” shall mean, for purposes of calculating compliance with the Financial Covenants or any other financial ratio or tests, suchcalculation shall be made in accordance with Section 1.03.“Pro Forma Transaction” shall mean any Investment that results in a Person becoming a Subsidiary, any Permitted Acquisition, any Disposition thatresults in a Subsidiary ceasing to be a Subsidiary, any Investment constituting an acquisition of assets constituting a business unit, line of 25business or division of another Person or a Disposition of a business unit, line of business or division of the Borrower or any Subsidiary, in each casewhether by merger, consolidation, amalgamation or otherwise and any other transaction that by the terms of this Agreement requires a financial ratio or test tobe determined on a “Pro Forma Basis” or to be given “pro forma effect”.“Public Lender” shall have the meaning assigned to such term in Section 9.01.“Qualified Capital Stock” of any Person shall mean any Equity Interest of such Person that is not Disqualified Stock.“Qualified Counterparty” shall mean, with respect to any Hedging Agreement, any counterparty thereto that, at the time such Hedging Agreement wasentered into, was a Lender, the Administrative Agent, an Arranger or any of their respective Affiliates.“Real Estate Collateral Requirements” shall mean the requirement that within 90 days of the Closing Date, with respect to the Mortgaged Propertieslisted on Schedule 1.01(c) and thereafter as required by Section 5.11, the Collateral Agent shall have received a Mortgage for each Mortgaged Property in formand substance reasonably acceptable to the Collateral Agent and suitable for recording or filing, together, with respect to each Mortgage for any property locatedin the United States, the following documents: (a) a fully paid policy of title insurance (or “pro forma” or marked up commitment having the same effect of atitle insurance policy) (i) in a form approved by the Collateral Agent insuring the Lien of the Mortgage encumbering such property as a valid first priorityLien, subject to Liens permitted by Section 6.02 herein, (ii) in an amount reasonably satisfactory to the Collateral Agent, but in no event exceeding OneHundred Ten Percent (110%) of the value of such property as determined by the appraisal report delivered pursuant to subsection (d) herein or in the event thatno such appraisal is ordered, as reasonably agreed upon by the Borrower and the Collateral Agent, (iii) issued by a nationally recognized title insurancecompany reasonably satisfactory to the Collateral Agent (the “Title Company”) and (iv) that includes (A) such coinsurance and direct access reinsurance asthe Collateral Agent may deem necessary or desirable and (B) such endorsements or affirmative insurance required by the Collateral Agent and which areavailable at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, (b) with respect to any property located in anyjurisdiction in which a zoning endorsement is not available (or for which a zoning endorsement is not available at a premium that is not excessive), if requestedby the Collateral Agent, a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resource Corporation (oranother person acceptable to the Collateral Agent), in each case reasonably satisfactory to the Collateral Agent, (c) upon the request of the Collateral Agent, asurvey certified to Collateral Agent and the Title Company in form and substance reasonably satisfactory to the Collateral Agent, (d) upon the request of theCollateral Agent, an appraisal complying with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, by a third-partyappraiser selected by the Collateral Agent, (e) an opinion of local counsel reasonably acceptable to the Collateral Agent and in form and substance satisfactoryto the Collateral Agent, (f) if requested by any Lender, notwithstanding the first sentence of this definition, solely with respect to this item (f), no later thanthree (3) Business Days prior to the Closing Date, the following documents and instruments, in order to comply with the National Flood Insurance Reform Actof 1994 and related legislation (including the regulations of the Board of Governors of the Federal Reserve System) (“Flood Laws”): (1) a completed standardflood hazard determination form, (2) if the improvement(s) to the improved real property is located in a special flood hazard area, a notification to the Borrower(“Borrower Notice”) and, if applicable, notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) isnot available because the community does not participate in the NFIP, (3) documentation evidencing the Borrower’s receipt of the Borrower 26Notice and (4) if the Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of theflood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that floodinsurance has been issued, or such other evidence of flood insurance satisfactory to the Collateral Agent (any of the foregoing being “Evidence of FloodInsurance”), (g) upon the reasonable request of the Collateral Agent, Phase I environmental site assessment reports prepared in accordance with the currentASTM E1527 standard (“Phase Is”) (to the extent not already provided) and reliance letters for such Phase Is (which Phase Is and reliance letters shall be inform and substance reasonably acceptable to the Collateral Agent) and any other environmental information as the Collateral Agent shall reasonably request,and (h) such other instruments and documents (including consulting engineer’s reports and lien searches) as the Collateral Agent shall reasonably request.“Recipient” shall mean (a) the Administrative Agent and (b) any Lender, as applicable.“Register” shall have the meaning assigned to such term in Section 9.04(c).“Reinvestment Right” shall have the meaning set forth in the definition of “Net Cash Proceeds.”“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective officers, directors, employees, agents,advisors, representatives, controlling persons, members, successors and permitted assigns of such Person and such Person’s Affiliates.“Release” shall mean any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, pumping, deposit, disposal, discharge,dispersal, leaching or migration into or through the indoor or outdoor environment, including the air, soil and ground and surface water or into, through,within or upon any building, structure, facility or fixture.“Repayment Date” shall have the meaning assigned to such term in Section 2.11(a).“Required Lenders” shall mean, at any time, Lenders having Loans and unused Term Loan Commitments representing more than 50% of the sum ofall Loans outstanding and unused Term Loan Commitments at such time.“Resignation Effective Date” shall have the meaning assigned to such term in Section 8.06.“Responsible Officer” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar officialthereof responsible for the administration of the obligations of such Person in respect of this Agreement.“Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interestsin the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on accountof the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or any Subsidiary.“S&P” shall mean Standard & Poor’s Ratings Service, or any successor thereto. 27“SEC” shall mean the Securities and Exchange Commission.“Secured Cash Management Obligations” shall mean any Cash Management Obligations owed by a Loan Party to any Cash Management Bank.“Secured Hedging Agreement” shall mean any Hedging Agreement entered into by the Loan Party and a Qualified Counterparty.“Secured Parties” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.“Securities Act” shall mean the Securities Act of 1933, as amended.“Security Documents” shall mean the Mortgages, the Guarantee and Collateral Agreement, the ABL Intercreditor Agreement and each of the securityagreements, mortgages and other agreements, instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.11.“Solvent” shall mean, (a) the sum of the liabilities (including contingent liabilities) of the Borrower and the subsidiaries, on a consolidated basis, doesnot exceed the fair value of the present assets of the Borrower and the Subsidiaries, on a consolidated basis, (b) the present fair saleable value of the assets ofthe Borrower and the Subsidiaries, on a consolidated basis, is greater than the total amount that will be required to pay the probable liabilities (includingcontingent liabilities) of the Borrower and the Subsidiaries as they become absolute and matured, (c) the capital of the Borrower and the Subsidiaries, on aconsolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, and (d) the Borrower and the Subsidiaries, on aconsolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts or liabilities, including current obligations beyond theirability to pay such debts or other liabilities as they become due (whether at maturity or otherwise).“Specified Unsecured Prepetition Debt” means any payment or distribution in respect of the Allowed General Unsecured Claims or Allowed TradeUnsecured Claims (as such terms are defined in the Plan of Reorganization) that is made in accordance with Sections IV.E, IV.F and V.I of the Plan ofReorganization.“SPV” shall have the meaning assigned to such term in Section 9.04(f).“Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is thenumber one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) established by theBoard and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or otherfronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurodollar Loans shall be deemedto constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may beavailable from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of anychange in any reserve percentage. 28“subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company,association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of theordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held, or(b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or moresubsidiaries of the parent.“Subsidiary” shall mean any subsidiary of the Borrower.“Swap Obligation” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction thatconstitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (including without limitation any Secured Hedging Agreement).“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, assessments, fees, charges or withholdings (includingbackup withholding) imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.“Term Borrowing” shall mean a Borrowing comprised of Term Loans.“Term Lender” shall mean a Lender with a Term Loan Commitment or an outstanding Term Loan.“Term Loan Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Term Loans hereunder as set forth onSchedule 2.01(a), or in the Assignment and Acceptance pursuant to which such Lender assumed its Term Loan Commitment, as applicable, as the same maybe (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lenderpursuant to Section 9.04.“Term Loans” shall mean the term loans made by the Lenders to the Borrower pursuant to Section 2.01, any Incremental Term Loans made by theLenders to the Borrower pursuant to Section 2.22 and any Extended Term Loans made by the Lenders to the Borrower pursuant to Section 2.23.“Test Period” shall have the meaning assigned to such term in Section 1.03(b).“Title Company” shall have the meaning assigned to such term in the definition of Real Estate Collateral Requirements.“Total Debt” shall mean, at any time, (a) the total Indebtedness of the Borrower and the Subsidiaries at such time (excluding (i) loans and letters ofcredit under the ABL Facility and (ii) Indebtedness of the type described in clauses (g), (i), (k) and (l) of the definition thereof, except, (x) in the case of suchclauses (k) and (l), to the extent of any unreimbursed drawings thereunder and (y) in the case of clause (g), Guarantees of Indebtedness not otherwise excludedfrom the calculation of “Total Debt”) and (b) the arithmetic average of the aggregate amount of loans and unreimbursed letter of credit drawings under the ABLFacility as of the last day of each of the previous four fiscal quarters; provided that for calculations of “Total Debt” made before July 25, 2014, the amount ofdebt in respect of the ABL Facility shall be (i) deemed to be $22,400,000 for calculations before October 26, 2013 and (ii) equal to the aggregate amount ofloans and unreimbursed letter of credit drawings under the ABL Facility (a) as of October 26, 2013, for calculations on or after October 26, 2013 but beforeJanuary 25, 2014, (b) as of October 26, 2013 and January 25, 2014, divided by two, for calculations on or after January 25, 2014 but before April 26, 2014and (c) as of October 26, 2013, January 25, 2014 and April 26, 2014, divided by 29three, for calculations on or after April 26, 2014 but before July 26, 2014, provided, further, that (i) for the avoidance of doubt, Total Debt shall includeSpecified Unsecured Prepetition Debt and (ii) reimbursement obligations with respect to Permitted Surety Bonds that have not been drawn shall not constituteTotal Debt.“Transaction Costs” shall mean the fees, costs and expenses incurred in connection with the Transactions.“Transactions” shall mean, collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are aparty and the funding of the Term Loans on the Closing Date, (b) the execution and delivery of the ABL Facility Documentation, (c) the consummation of thePlan of Reorganization and any other transactions in connection with the foregoing on the Closing Date, (d) the repayment of the obligations under ExistingCredit Agreements and the termination of the commitments thereunder and the security interests in respect thereof on the Closing Date in accordance with thePlan of Reorganization and (e) the payment on the Closing Date of the Transaction Costs.“Type” when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprisingsuch Borrowing is determined. For purposes hereof, the term “Rate” shall mean the Adjusted LIBO Rate and the Alternate Base Rate.“Unfunded Pension Liability” shall mean, with respect to any Plan at any time, the amount of any of its unfunded benefit liabilities as defined inSection 4001(a)(18) of ERISA.“Unrestricted Cash” shall mean cash or cash equivalents of the Borrower or any of its Subsidiaries that would not appear as “restricted” on aconsolidated balance sheet of the Borrower or any of its Subsidiaries and are not subject to Liens other than Liens arising by operation of law and Lienssecuring the Obligations and the “ABL Obligations” (as defined in the ABL Intercreditor Agreement), not to exceed $15,000,000.“USA PATRIOT Act” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and ObstructTerrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).“U.S. Person” shall mean any Person (a)(i) that is not disregarded as separate from its owner for U.S. federal income tax purposes and (ii) that is a“United States Person” as defined in Section 7701(a)(30) of the Code or (b)(i) that is disregarded as separate from its owner for U.S. federal income taxpurposes and (ii) whose regarded owner for U.S. federal income tax purposes is a “United States Person” as defined in Section 7701(a)(30) of the Code.“U.S. Tax Compliance Certificate” shall have the meaning assigned to such term in Section 2.20(g).“Wholly Owned Subsidiary” of any Person shall mean a subsidiary of such Person of which securities (except for directors’ qualifying shares) orother ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, Controlled or held by such Personor one or more wholly owned subsidiaries of such Person or by such Person and one or more wholly owned subsidiaries of such Person. 30“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, assuch terms are defined in Part I of Subtitle E of Title IV of ERISA.“Withholding Agent” shall mean any Loan Party and the Administrative Agent.SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the termsdefined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaningand effect as the word “shall,” and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and alltangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein”, “hereto”, “hereof” and “hereunder”and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. Allreferences herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, thisAgreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Documentor any other agreement, instrument or document shall mean such document as amended, restated, supplemented or otherwise modified from time to time, butonly to the extent that such amendment, restatements, supplements or modifications are not prohibited by this Agreement, (b) references to any law shallinclude all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law, (c) all terms of an accounting orfinancial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that if the Borrower notifies the Administrative Agentthat the Borrower wishes to amend any provision of this Agreement or the other Loan Documents to eliminate the effect of any change in GAAP occurring afterthe date of this Agreement on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend anyprovision of this Agreement or the other Loan Documents) regardless of whether any such notice is given before or after such change in GAAP, then suchprovision shall be interpreted on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice iswithdrawn or such provision is amended in a manner satisfactory to the Borrower and the Required Lenders and (d) all terms of an accounting or financialnature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any electionunder Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similarresult or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect toany treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting StandardsCodification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner asdescribed therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that thedetermination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leasespursuant to GAAP resulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010.SECTION 1.03. Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Interest Coverage Ratio, the Net FirstLien Leverage Ratio and the Net Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.03; provided that 31notwithstanding anything to the contrary herein, when calculating any such ratio for the purpose of any mandatory prepayment provision hereunder orcompliance with the Financial Covenants, the events set forth in clause (b), (c) and (d) below that occurred subsequent to the end of the applicable Test Periodshall not be given pro forma effect.(b) For purposes of calculating the Interest Coverage Ratio, the Net First Lien Leverage Ratio and the Net Total Leverage Ratio, Pro Forma Transactions(and the incurrence or repayment of any Indebtedness in connection therewith) that have been consummated (i) during the applicable period of four consecutivefiscal quarters for which such financial ratio is being determined (the “Test Period”) or (ii) subsequent to such Test Period and prior to or simultaneously withthe event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and anyincrease or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurredon the first day of the applicable Test Period.(c) If pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a financial or accountingResponsible Officer of the Borrower and include only those adjustments that would be permitted or required by Regulation S-X together with those adjustmentsthat (a) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are(i) directly attributable to the Pro Forma Transaction with respect to which such adjustments are to be made, (ii) expected to have a continuing impact on theLoan Parties, (iii) factually supportable and reasonably identifiable, and (iv) based on reasonably detailed written assumptions reasonably acceptable to theAdministrative Agent. For the avoidance of doubt, all pro forma adjustments shall be consistent with, and subject to the caps and limits set forth in, theapplicable definitions herein. To the extent compliance with the Financial Covenants is being tested prior to the first test date under the Financial Covenants, inorder to determine the permissibility of an action by the Borrower or its Subsidiaries, such compliance shall be tested against the ratios for the first test date.(d) In the event that the Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment,retirement or extinguishment) any Indebtedness included in the calculations of the Net Total Leverage Ratio, the Net First Lien Leverage Ratio or the InterestCoverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes)subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then theNet Total Leverage Ratio, the Net First Lien Leverage Ratio or the Interest Coverage Ratio, as applicable, shall be calculated giving pro forma effect to suchincurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the first day of the applicable Test Period.SECTION 1.04. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to byClass (e.g., a “Term Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Term Loan”). Borrowings also may beclassified and referred to by Class (e.g., a “Term Credit Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a“Eurodollar Term Credit Borrowing”). 32ARTICLE IIThe CreditsSECTION 2.01. Commitments. Subject to the terms and conditions and relying upon the representations and warranties set forth hereinand in the other Loan Documents, each Term Lender agrees, severally and not jointly, to make a Term Loan to the Borrower on the Closing Date in a principalamount not to exceed its Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.SECTION 2.02. Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably inaccordance with their applicable Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of itsobligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required tobe made by such other Lender). The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000and not less than $5,000,000 or (ii) equal to the remaining available balance of the applicable Commitments.(b) Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may requestpursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender tomake such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms ofthis Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrower shall not be entitled to requestany Borrowing that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any time.(c) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to suchaccount in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shallpromptly credit the amounts so received to an account designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur onsuch date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.(d) Unless the Administrative Agent shall have received notice from a Lender (i) in the case of a Eurodollar Loan, prior to the date of any Borrowing and(ii) in the case of an ABR Loan prior to 1:00 p.m., New York City time, on the date of any Borrowing, in either case that such Lender will not make availableto the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portionavailable to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in relianceupon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds availablethen, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree torepay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount ismade available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (A) in the case of the Borrower, a rate per annumequal to the interest rate applicable at the time to the Loans comprising such Borrowing and (B) in the case of such Lender, a rate determined by theAdministrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lendershall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposesof this Agreement. 33SECTION 2.03. Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of suchrequest in writing or by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before aproposed Borrowing and (b) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, one (1) Business Day before a proposedBorrowing. Each such notice shall be irrevocable, and any telephonic notice shall be confirmed promptly by delivery of a written Borrowing Request and shallspecify the following information: (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (whichshall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing and (v) if suchBorrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided that, notwithstanding any contrary specification in anyBorrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing isspecified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing isspecified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shallpromptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s pro rata share of therequested Borrowing.SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to theAdministrative Agent for the account of each Lender the principal amount of each Term Loan of such Lender as provided in Section 2.11.(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lenderresulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from timeto time under this Agreement.(c) The Administrative Agent shall, in accordance with its customary practice, maintain accounts in which it will record (i) the amount of each Loanmade hereunder, the Class and Type thereof and, if applicable, the Interest Period applicable thereto, the amount of any principal or interest due and payableor to become due and payable from the Borrower to each Lender hereunder and (ii) the amount of any sum received by the Administrative Agent hereunderfrom the Borrower or any Guarantor and each Lender’s share thereof.(d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts ofthe obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not inany manner affect the obligations of the Borrower to repay the Loans in accordance with their terms.(e) Any Lender may request that Loans made by it hereunder be evidenced by a Note. In such event, the Borrower shall execute and deliver to suchLender a Note payable to such Lender and its registered assigns. Notwithstanding any other provision of this Agreement, in the event any Lender shall requestand receive such a Note, the interests represented by such Note shall at all times (including after any assignment of all or part of such interests pursuant toSection 9.04) be represented by one or more Notes payable to the payee named therein or its registered assigns. 34SECTION 2.05. Fees. (a) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forthin the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”).(b) In the event all or any portion of the Term Loans are prepaid (or effectively refinanced through an amendment or repricing) for any reason (other thana mandatory prepayment pursuant to Section 2.13(a) or 2.13(c)) prior to the second anniversary of the Closing Date, the Borrower shall pay to theAdministrative Agent for the ratable account of each Term Lender a prepayment premium equal to (i) 2.00% of the principal amount of Term Loans repaid,repriced or refinanced (if such prepayment, repricing or refinancing occurs on or prior to the first anniversary of the Closing Date) and (iii) 1.00% of theprincipal amount of Term Loans repaid, repriced or refinanced (if such prepayment, repricing or refinancing occurs on or prior to the second anniversary ofthe Closing Date and after the first anniversary of the Closing Date). Such amounts shall be due and payable on the date of effectiveness of such prepayment,repricing or refinancing.(c) The Borrower agrees to pay on the Closing Date to each Term Lender party to this Agreement on the Closing Date, as compensation for the funding ofsuch Term Lender’s Term Loan, a closing fee in an amount equal to 2.0% of the stated principal amount of such Term Lenders’ Term Loan. Such fees may bepaid to each Term Lender out of the proceeds of such Term Loan as and when funded on the Closing Date. Such closing fees will be in all respects fullyearned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.(d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among theLenders. Once paid, none of the Fees shall be refundable under any circumstances.SECTION 2.06. Interest on Loans. (a) Subject to the provisions of Section 2.07, the Loans comprising each ABR Borrowing shall bearinterest (computed on the basis of the actual number of days elapsed over a year of 365 or 366, as applicable, days at all times and calculated from andincluding the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the ApplicableMargin in effect from time to time.(b) Subject to the provisions of Section 2.07, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actualnumber of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plusthe Applicable Margin in effect from time to time.(c) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement. Theapplicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by theAdministrative Agent, and such determination shall be conclusive absent manifest error.SECTION 2.07. Default Interest. (a) All amounts not paid when due hereunder shall bear interest (after as well as before judgment),payable on demand, (i) in the case of principal, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum and (ii) in allother cases, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days at all times) equal to the rate that wouldbe applicable to an ABR Loan plus 2.00% per annum. 35SECTION 2.08. Alternate Rate of Interest. In the event, and on each occasion, that on the day two (2) Business Days prior to thecommencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that (a) Dollar deposits in the principalamounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) the rates at which such Dollar deposits arebeing offered will not adequately and fairly reflect the cost to the majority of Lenders of making or maintaining Eurodollar Loans during such Interest Period or(c) reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or faxnotice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised theBorrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuantto Section 2.03 or Section 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08shall be conclusive absent manifest error.SECTION 2.09. Termination of Term Loan Commitments. The Term Loan Commitments shall automatically terminate upon themaking of the Term Loans on the Closing Date.SECTION 2.10. Conversion and Continuation of Borrowings. The Borrower shall have the right at any time upon written ortelephonic notice to the Administrative Agent (a) not later than 1:00 p.m., New York City time, one (1) Business Day prior to conversion, to convert anyEurodollar Borrowing into an ABR Borrowing, (b) not later than 1:00 p.m., New York City time, three (3) Business Days prior to conversion or continuation,to convert any ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional InterestPeriod and (c) not later than 1:00 p.m., New York City time, three (3) Business Days prior to conversion, to convert the Interest Period with respect to anyEurodollar Borrowing to another permissible Interest Period, subject in each case to the following:(i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loanscomprising the converted or continued Borrowing;(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfythe limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type;(iii) each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Borrowingof such Lender resulting from such conversion and reducing the Borrowing (or portion thereof) of such Lender being converted by an equivalentprincipal amount; accrued interest on any Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion;(iv) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upondemand, any amounts due to the Lenders pursuant to Section 2.16;(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a EurodollarBorrowing; 36(vi) any portion of a Eurodollar Borrowing that cannot be continued as a Eurodollar Borrowing by reason of the immediately preceding clause(v) shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing; and(vii) After the occurrence and during the continuance of an Event of Default under Section 7.01(b), (c), (f) or (g) or, upon notice to the Borrowerfrom the Administrative Agent given at the request of the Required Lenders, any other Event of Default, no outstanding Loan may be converted into, orcontinued as, a Eurodollar Loan.Each such telephonic notice shall be irrevocable and shall be confirmed promptly by delivery of an Interest Election Request pursuant to thisSection 2.10 and shall specify (a) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (b) whether such Borrowingis to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (c) if such notice requests a conversion, the date of such conversion(which shall be a Business Day) and (d) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respectthereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrower shall bedeemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuantto this Section 2.10 and of each Lender’s pro rata share of any converted or continued Borrowing. If the Borrower shall not have given notice in accordancewith this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with thisSection 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof),automatically be converted into an ABR Borrowing.SECTION 2.11. Repayment of Term Borrowings. (a) Commencing on the last Business Day of September 2013, the Borrower shallpay to the Administrative Agent, for the account of the Term Lenders, on the last Business Day of each September, December, March and June occurring priorto the Maturity Date (each, a “Repayment Date”), a principal amount of the Term Loans (as adjusted from time to time pursuant to 2.12 and 2.13(e)) equal to0.25% of the original principal amount of the Term Loans, together in each case with accrued and unpaid interest on the principal amount to be paid to butexcluding the date of such payment.(b) To the extent not previously paid, all Term Loans shall be due and payable on the Maturity Date together with accrued and unpaid interest on theprincipal amount to be paid to but excluding the date of payment.(c) All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.SECTION 2.12. Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay anyBorrowing, in whole or in part, upon at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed by written notice) in thecase of Eurodollar Loans, or written notice (or telephonic notice promptly confirmed by written notice) at least one (1) Business Day prior to the date ofprepayment in the case of ABR Loans, to the Administrative Agent before 1:00 p.m., New York City time; provided that each partial prepayment shall be inan amount that is an integral multiple of $500,000 and not less than $2,000,000 (or such lesser amount as may remain outstanding). 37(b) Voluntary prepayments of Term Loans shall be applied as directed by the Borrower to the remaining scheduled installments of principal due inrespect of the Term Loans under Section 2.11.(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall beirrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice ofprepayment may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by theBorrower (by notice to the Administrative Agent prior to 1:00 p.m. on the specified effective date) if such condition is not satisfied; provided further that theprovisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject toSection 2.16 and Section 2.05(b) but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued andunpaid interest on the principal amount to be prepaid to but excluding the date of payment.SECTION 2.13. Mandatory Prepayments. (a) Not later than the fifth Business Day following the receipt by the Borrower or anySubsidiary of Net Cash Proceeds from any Asset Sale (other than with respect to Current Asset Collateral so long as the ABL Facility is in effect), theBorrower shall prepay outstanding Term Loans in an amount equal to 100% of such Net Cash Proceeds in accordance with Section 2.13(e); provided that theBorrower shall not be required to apply Net Cash Proceeds from any Asset Sale (or series of related Asset Sales) in accordance with this clause (a) to the extent(x) the Net Cash Proceeds from such Asset Sale (or series of related Asset Sales) do not exceed $2,000,000 or (y) the aggregate Net Cash Proceeds received fromall Asset Sales since the Closing Date do not exceed $5,000,000. In the case of Net Cash Proceeds received by the Borrower in connection with Asset Salescontemplated by Section 6.06(s), the proviso in the preceding sentence shall not apply and the Net Cash Proceeds (calculated without giving effect to anyreinvestment right set forth in the definition thereof or any required prepayment of the ABL Facility) of the Asset Sales contemplated by Section 6.06(s) shallbe allocated between the ABL Facility and the Term Facility as contemplated by the ABL Intercreditor Agreement, and then 100% of such Net Cash Proceedsthat would be received by the Collateral Agent on behalf of the Secured Parties pursuant to such allocation shall be applied to prepay the Term Loan inaccordance with the first sentence of this clause (a) (without giving effect to the proviso thereto) until the Net Total Leverage Ratio is no greater than 3.00:1.00 ona Pro Forma Basis, after which the remaining Net Cash Proceeds may either be (i) reinvested pursuant to the reinvestment provisions set forth in the definitionof Net Cash Proceeds or (ii) applied to prepay the Term Loan and to make Restricted Payments (in equal amounts), in each case so long as the Net TotalLeverage Ratio remains no greater than 3.00:1.00 on a Pro Forma Basis. Dividends distributed pursuant to the preceding sentence shall not exceed $50,000,000over the life of the Term Facility.(b) Reserved.(c) No later than the earlier of (i) ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on April 26,2014, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepayoutstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to (x) the ECF Percentage of Excess Cash Flow for thefiscal year then ended minus (y) voluntary prepayments of Term Loans during such fiscal year but only to the extent that the Indebtedness so prepaid by itsterms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness. 38(d) Not later than the fifth Business Day following the receipt by the Borrower or any Subsidiary of Net Cash Proceeds from the issuance or incurrenceof Indebtedness for borrowed money (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 6.01), the Borrower shallprepay outstanding Term Loans in an amount equal to 100% of such Net Cash Proceeds in accordance with Section 2.13(e).(e) Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied in direct order of maturity to the remaining scheduledinstallments of principal due in respect of the Term Loans under Section 2.11.(f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by aFinancial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) (other than in connection with amandatory prepayment under Section 2.13(a)) at least three (3) Business Days prior written notice of such prepayment. Each notice of prepayment shallspecify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments ofBorrowings under this Section 2.13 shall be subject to Section 2.05(b) and Section 2.16, but shall otherwise be without premium or penalty, and shall beaccompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.(g) Each Term Lender may reject all (but not less than all) of its applicable share of any mandatory prepayment (such declined amounts, the “DeclinedProceeds”) of Term Loans required to be made pursuant to this Section 2.13 by providing written notice (each, a “Rejection Notice”) to the AdministrativeAgent no later than 5:00 p.m., New York City time, one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative Agentregarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will bedeemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds shall be retained by the Borrower and may be usedfor any purpose not prohibited by this Agreement.SECTION 2.14. Increased Costs; Capital Adequacy. (a) If any Change in Law shall:(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of,deposits with or for the account of or credit extended by any Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate);(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition ofExcluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits,reserves, other liabilities or capital attributable thereto; or(iii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement orLoans made by such Lender;and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Loan or to reduce theamount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowerwill pay to such Lender or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender orsuch other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 39(b) If any Lender shall have determined that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect ofreducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or theLoans made to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking intoconsideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity) then from time to timethe Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any suchreduction suffered.(c) A certificate of a Lender or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, or such other Recipient orthe holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error.The Borrower shall pay such Lender or such other Recipient the amount shown as due on any such certificate delivered by it within ten (10) days after itsreceipt of the same.(d) Failure or delay on the part of any Lender or other such Recipient to demand compensation pursuant to this Section shall not constitute a waiver ofsuch Lender’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender orother such Recipient under paragraph (a) or (b) above pursuant to this Section for any increased costs incurred or reductions suffered more than 180 daysprior to the date that such Lender or other Recipient, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs orreductions, and of such Lender’s or other such Recipient’s intention to claim compensation therefor (except that, if the Change in Law giving rise to suchincreased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).SECTION 2.15. Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make itunlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any EurodollarLoan, then, by written notice to the Borrower and to the Administrative Agent:(i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder(or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereuponany request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for anadditional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such or toconvert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and(ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such EurodollarLoans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. 40In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied torepay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay theABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.(b) For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, iflawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt bythe Borrower.SECTION 2.16. Breakage. The Borrower shall indemnify each Lender against any loss (excluding loss of anticipated profits) orexpense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligationshereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurodollar Loan prior to theend of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect toany Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender(including any Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall havebeen given by the Borrower hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of anypayment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, asreasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Loan that is the subject of such Breakage Event for the period fromthe date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interestlikely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of anyLender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shallbe conclusive absent manifest error.SECTION 2.17. Pro Rata Treatment. Except as otherwise expressly provided herein, each Borrowing, each payment or prepayment ofprincipal of any Borrowing, each payment of interest on the Loans, each reduction of the Term Loan Commitments and each conversion of any Borrowing toor continuation of any Borrowing as a Borrowing of any Type (excluding, for the avoidance of doubt, any assignments to a Borrower or its Subsidiaries inaccordance with the terms of this Agreement) shall be allocated pro rata among the Lenders in accordance with their respective applicable Commitments (or, ifsuch Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans). Each Lenderagrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’spercentage of such Borrowing to the next higher or lower whole Dollar amount.SECTION 2.18. Sharing of Setoffs. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain paymentin respect of any principal of or interest on any of its Loans or other Obligations hereunder resulting in such Lender receiving payment of a proportion of theaggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lenderreceiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loansand such other obligations of the other Lenders, or make such other 41adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount ofprincipal of and accrued interest on their respective Loans and other amounts owing them; provided that:(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall berescinded and the purchase price restored to the extent of such recovery, without interest; and(ii) the provisions of this Section 2.18 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordancewith the express terms of this Agreement, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation inany of its Loans or Commitments to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of thisparagraph shall apply.The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participationpursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as ifsuch Lender were a direct creditor of each Loan Party in the amount of such participation.SECTION 2.19. Payments. (a) The Borrower shall make each payment (including principal of or interest on any Borrowing or any Feesor other amounts) hereunder or under any other Loan Document not later than 1:00 p.m., New York City time, on the date when due in immediately availableDollars, without setoff, defense or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, bedeemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. Each such payment shall be made to theAdministrative Agent at its offices at Eleven Madison Avenue, New York, NY 10010. The Administrative Agent shall promptly distribute to each Lender anypayments received by the Administrative Agent on behalf of such Lender.(b) Except as otherwise expressly provided herein, whenever any payment (including principal of or interest on any Borrowing or any Fees or otheramounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment maybe made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.SECTION 2.20. Taxes. (a) For the avoidance of doubt, for purposes of this Section 2.20, the term “applicable law” includes FATCA.(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be madewithout deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of anapplicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicableWithholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevantGovernmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shallbe increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additionalsums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction orwithholding been made. 42(c) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance withapplicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.(d) Indemnification by the Loan Parties. The Borrower shall, and shall cause the other Loan Parties to, jointly and severally indemnify eachRecipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on orattributable to amounts payable under this Section 2.20) payable or paid by such Recipient (including amounts withheld or deducted from a payment to suchRecipient) and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legallyimposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for(i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for suchIndemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with theprovisions of Section 9.04(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, thatare payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such paymentor liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the AdministrativeAgent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agentto the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to thisSection 2.20, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authorityevidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.(g) Status of Lenders and Agents. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments madeunder any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or theAdministrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permitsuch payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or theAdministrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the AdministrativeAgent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or informationreporting requirements and to satisfy any such information reporting requirements. 43Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than suchdocumentation set forth in Section 2.20(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion,execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercialposition of such Lender.(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which suchLender becomes a Lender under this Agreement, from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent andpursuant to Section 2.20(g)(iv), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in suchnumber of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement,from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent and pursuant to Section 2.20(g)(iv), whichever ofthe following is applicable:(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respectto payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reductionof, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable paymentsunder any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuantto the “business profits” or “other income” article of such tax treaty;(ii) executed originals of IRS Form W-8ECI;(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Sections 871(h) or 881(c) ofthe Code, (x) a certificate substantially in the form of Exhibit K-1 to the effect that such Foreign Lender is not a “bank” within themeaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of theCode, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and(y) executed originals of IRS Form W-8BEN; or(iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS FormW-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-2 or Exhibit K-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnershipand one or more direct or indirect partners of 44such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificatesubstantially in the form of Exhibit K-4 on behalf of each such direct and indirect partner;(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in suchnumber of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement,from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent and pursuant to Section 2.20(g)(iv), executedoriginals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, dulycompleted, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agentto determine the withholding or deduction required to be made; and(D) if a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA ifsuch Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) ofthe Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at suchtime or times reasonably requested by the Borrower or the Administrative Agent or pursuant to Section 2.20(g)(iv) such documentation prescribed byapplicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by theBorrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCAand to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withholdfrom such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.(iii) On or prior to the Closing Date and each subsequent date on which a successor Administrative Agent is appointed hereunder, from time totime thereafter upon the reasonable request of the Borrower and pursuant to Section 2.20(g)(iv), the Administrative Agent will provide the Borrower withan executed original IRS Form W-8IMY certifying on Part I and Part IV of such IRS Form W-8IMY that it is a U.S. branch that has agreed to be treatedas a U.S. person for U.S. federal withholding tax purposes with respect to payments received by it from the Borrower (or, in the case of a successorAdministrative Agent, such properly completed and executed applicable IRS Form W-8 or W-9 as will permit payments to such successorAdministrative Agent (solely in its capacity as an Administrative Agent hereunder) to be made without withholding or at a reduced rate of withholding ifsuch successor Administrative Agent is entitled to such exemption or reduction of withholding tax.(iv) Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shallupdate such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes asto which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay tothe indemnifying party an amount equal to such refund (but only to the extent of indemnity 45payments made under this Section 2.20 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxesimposed on the receipt of such refund) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authoritywith respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paidover pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that suchindemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in noevent will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) to the extent the payment of whichwould place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnificationhad not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never beenpaid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxesthat it deems confidential) to the indemnifying party or any other Person.(i) Survival. Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignmentof rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under anyLoan Document.SECTION 2.21. Assignment of Commitments under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lenderdelivers a certificate requesting compensation pursuant to Section 2.14, (ii) any Lender delivers a notice described in Section 2.15, (iii) the Borrower isrequired to pay any Indemnified Taxes or additional amounts with respect thereto to any Lender or any Governmental Authority on account of any Lenderpursuant to Section 2.20 or (iv) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by theBorrower that requires the consent of a greater percentage of the Lenders than the Required Lenders or from all affected Lenders and such amendment, waiveror other modification is consented to by the Required Lenders, then, in each case, the Borrower may, at its sole expense and effort (including with respect to theprocessing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender, as the case may be, and the Administrative Agent, require suchLender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights andobligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligations with respect to the Class of Loans orCommitments that is the subject of the related consent, amendment, waiver or other modification) to an Eligible Assignee that shall assume such assignedobligations (and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification); provided that (x) suchassignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (y) the Borroweror such assignee shall have paid to the affected Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued tothe date of such payment on the outstanding Loans of such Lender, respectively, plus all Fees and other amounts accrued for the account of such Lenderhereunder with respect thereto (including any amounts under Sections 2.14 and 2.16 and, if applicable, the prepayment fee pursuant to Section 2.05(b));provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation underSection 2.14, notice under Section 2.15 or the amounts paid pursuant to Section 2.20, as the case may be, cease to cause such Lender to suffer increased costsor reductions in amounts received or receivable or reduction in return on capital, cease to have the consequences specified in Section 2.15 or cease to result inamounts being payable under Section 2.20, as the case may be (including as a result of 46any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.14 inrespect of such circumstances or event, shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respectof such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, then such Lender shallnot thereafter be required to make any such transfer and assignment hereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power ofattorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Acceptance necessary toeffectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.21(a).(b) If (i) any Lender shall request compensation under Section 2.14, (ii) any Lender delivers a notice described in Section 2.15 or (iii) the Borrower isrequired to pay any Indemnified Taxes or additional amount with respect thereto to any Lender or any Governmental Authority on account of any Lenderpursuant to Section 2.20, then such Lender shall use reasonable efforts (which shall not require such Lender to incur an unreimbursed loss or unreimbursedcost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burdendeemed by it to be significant) (x) except in the case of a requirement to pay Indemnified Taxes or additional amounts with respect thereto pursuant toSection 2.20, to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights (other than its existing rights topayments pursuant to Section 2.14 or Section 2.20) and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if suchfiling or assignment would reduce its claims for compensation under Section 2.14 or Section 2.20 enable it to withdraw its notice pursuant to Section 2.15 orwould reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. The Borrower hereby agrees to pay all reasonable costs andexpenses incurred by any Lender in connection with any such filing or assignment, delegation and transfer.SECTION 2.22. Incremental Facilities. (a). The Borrower may, by written notice to the Administrative Agent from time to time, requestIncremental Term Loan Commitments in an amount such that, after giving effect thereto, the Aggregate Incremental Amount does not exceed the IncrementalCap. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of$1,000,000 and a minimum amount of $5,000,000), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective(which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as theAdministrative Agent shall agree)) and (iii) whether such Incremental Term Loan Commitments are commitments to make Term Loans of the same Class asthe Term Loans or commitments to make Term Loans of a different Class than the Term Loans. The Borrower may seek Incremental Term LoanCommitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender.(b) It shall be a condition precedent to the effectiveness of any Incremental Term Loan Commitment and the incurrence of the Incremental Term Loansthat (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Incremental TermLoan Commitment or the incurrence of such Incremental Term Loan, as applicable, (ii) the Borrower would be in compliance with the Financial Covenantsand the Net First Lien Leverage Ratio shall not exceed 3.25:1.00, in each case determined on an Incremental Pro Forma Basis as of the last day of the mostrecently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), (iii) the representations and warrantiesset forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date such Incremental Term LoanCommitments become effective and the Incremental Term Loans are incurred and (iv) the terms of such Incremental Term Loan Commitments and theIncremental Loans thereunder shall comply with Section 2.22(c). 47(c) The terms of the Incremental Term Loans shall be determined by the Borrower and the Incremental Term Lenders and set forth in an AdditionalCredit Extension Amendment; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date ineffect at the time, (ii) the average life to maturity of the Incremental Term Loans shall be no shorter than the remaining average life to maturity of the TermLoans, (iii) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and the borrower andguarantors of the Incremental Term Loans shall be the same as the Borrower and Guarantors with respect to the Term Loans, (iv) if the All-in Yield on suchIncremental Term Loans exceeds the initial All-in Yield of the Term Loans by more than 50 basis points (the amount of such excess above 50 basis pointsbeing referred to herein as the “Yield Differential”), then the Applicable Margin (at each level) for the Term Loans shall automatically be increased by theYield Differential, effective upon the making of such Incremental Term Loans and (v) to the extent the terms of the Incremental Term Loans are inconsistentwith the terms set forth herein (except as set forth in clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent.(d) In connection with any Incremental Term Loan Commitments, the Borrower, the Administrative Agent and each applicable Incremental Term LoanLender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the AdministrativeAgent shall reasonably specify to evidence the Incremental Term Loan Commitment of each Incremental Term Loan Lender. The Administrative Agent shallpromptly notify each Lender as to the effectiveness of each Additional Credit Extension Amendment. Any Additional Credit Extension Amendment may,without consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in thereasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary toestablish the Incremental Term Loans and/or Incremental Term Commitments as a new Class or tranche of Term Loans and such other technical amendmentsas may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such newClass or tranche, in each case on terms consistent with this Section 2.22.SECTION 2.23. Amend and Extend Transactions. (a) The Borrower may, by written notice to the Administrative Agent from time totime, request an extension (each, an “Extension”) of the Maturity Date of any Class of Loans and Commitments to the extended maturity date specified insuch notice. Such notice shall set forth (i) the amount of the applicable Class of Term Loans to be extended (which shall be in minimum increments of$1,000,000 and a minimum amount of $5,000,000), (ii) the date on which such Extension is requested to become effective (which shall be not less than ten(10) Business Days nor more than sixty (60) days after the date of such Extension (or such longer or shorter periods as the Administrative Agent shall agree))and (iii) identifying the relevant Class of Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “ExtensionOffer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuantto procedures established by, or reasonably acceptable to, the Administrative Agent. If the aggregate principal amount of Term Loans (calculated on the faceamount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of TermLoans, as applicable, requested to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of Lenders of the applicable Classshall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect towhich such Lenders have accepted such Extension Offer. The Borrower may effect no more than four Extensions pursuant to this Section 2.23. 48(b) It shall be a condition precedent to the effectiveness of any Extension that (i) no Default or Event of Default shall have occurred and be continuingimmediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Article III and in each other LoanDocument shall be true and correct in all material respects on and as of the date of such Extension and (iii) the terms of such Extended Term Loans shallcomply with Section 2.23(c).(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lender and set forth in an Additional Credit ExtensionAmendment; provided that (i) the final maturity date of any Extended Term Loan shall be no earlier than the Latest Maturity Date at the time of the extension,(ii) the average life to maturity of the Extended Term Loans shall be no shorter than the remaining average life to maturity of the existing Term Loans extendedthereby, (iii) the Extended Term Loans will rank pari passu (or more junior) in right of payment, guarantee and with respect to security with the existing TermLoans and the borrower and guarantors of the Extended Term Loans shall be the same as the borrower and guarantors with respect to the existing Term Loans,(iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loan shall be determined by theBorrower and the applicable extending Lender and (v) to the extent the terms of the Extended Term Loans are inconsistent with the terms set forth herein (exceptas set forth in clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent.(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to theAdministrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify toevidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit ExtensionAmendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary orappropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including anyamendments necessary to establish Extended Term Loans as a new Class or tranche of Term Loans, and such other technical amendments as may benecessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Class ortranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches), in each case on terms consistent with thisSection 2.23).ARTICLE IIIRepresentations and WarrantiesThe Borrower represents and warrants to the Administrative Agent, the Collateral Agent and each of the Lenders on the Closing Date and on each otherdate contemplated by Article IV that:SECTION 3.01. Organization; Powers. The Borrower and each of the Subsidiaries (a) is duly organized and/or established, as the casemay be, validly existing and in good standing under the laws of the jurisdiction of its organization or establishment, as applicable, (b) has all requisite powerand authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted except where the failure to havethe same could not reasonably be expected to have a Material Adverse Effect, (c) is qualified to do business in, and is in good standing in, every jurisdictionwhere such qualification is required, except where the failure so to qualify could not 49reasonably be expected to result in a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each ofthe Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of the Borrower, to borrowhereunder.SECTION 3.02. Authorization. The Transactions (a) have been duly authorized by all requisite corporate or limited liability company,as applicable, and, if required, stockholder or member, as applicable, action and (b) will not (i) violate (A) any provision of (1) law, statute, rule orregulation, or (2) the certificate or articles of incorporation, partnership agreement or other constitutive documents or by-laws of the Borrower or anySubsidiary, (B) any order of any Governmental Authority or (C) any provision of any indenture, agreement or other instrument to which the Borrower or anySubsidiary is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone orwith the giving of notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemptionof any obligation under any such indenture, agreement or other instrument except, in the case of each of clauses (i) (other than (A)(2)) or (ii), where suchviolation, breach or default could not reasonably be expected to result in a Material Adverse Effect or (iii) result in the creation or imposition of any Lien uponor with respect to any property or assets now owned or hereafter acquired by the Borrower or any Subsidiary (other than any Lien created hereunder or underthe Security Documents).SECTION 3.03. Enforceability. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each otherLoan Document when executed and delivered by each Loan Party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceableagainst such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought byproceedings in equity or at law).SECTION 3.04. Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by anyGovernmental Authority or third party is or will be required in connection with the Transactions, except for (a) the filing of Uniform Commercial Codefinancing statements and filings of the Notice of Grant of Security Interest in Patents, the Notice of Grant of Security Interest in Trademarks and the Notice ofGrant of Security Interest in Copyrights with the United States Patent and Trademark Office and the United States Copyright Office, as applicable,(b)recordation of the Mortgages and (c) such as have been made or obtained and are in full force and effect or where the failure to obtain which could notreasonably be expected to have a Material Adverse Effect.SECTION 3.05. Financial Statements. (a) The Borrower has, heretofore, delivered to the Lenders the consolidated balance sheets andrelated statements of income, stockholder’s equity and cash flows (i) of the Borrower and its consolidated Subsidiaries as of and for the fiscal year endedApril 28, 2012, audited by and accompanied by the opinion of Deloitte and Touche LLP, independent public accountants and (ii) of the Borrower and itsconsolidated Subsidiaries as of and for each of the three fiscal quarters thereafter, certified by its chief financial officer. Such financial statements presentfairly the financial condition and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods.Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the datesthereof. Such financial statements were prepared in accordance with GAAP applied on a consistent basis, subject, in the case of unaudited financialstatements, to year-end audit adjustments and the absence of footnotes. 50(b) The Borrower has, heretofore, delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma statements ofincome, stockholder’s equity and cash flows as of April 27, 2013, prepared giving effect to the Transactions as if they had occurred, with respect to suchbalance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro formafinancial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial informationcontained in the Confidential Information Memorandum (which assumptions are believed by the Borrower on the date hereof and on the Closing Date to bereasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect, in all material respects, alladjustments required to be made to give effect to the Transactions and present fairly on a Pro Forma Basis the estimated consolidated financial position of theBorrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at thebeginning of such period, as the case may be.(c) The forecasts of consolidated balance sheets income statements and cash flow statements of the Borrower and its Subsidiaries for each fiscal yearending after the Closing Date until the fourth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to theClosing Date, and all projections delivered pursuant to Section 5.04(e), have been prepared in good faith on the basis of the assumptions stated therein, whichassumptions were believed to be reasonable at the time made and at the time such forecasts and projections were made available, it being understood thatprojections as to future events are not to be viewed as facts and actual results may vary materially from such projections and forecast.SECTION 3.06. No Material Adverse Effect. Since April 23, 2013, no event or circumstance has occurred that has had, or couldreasonably be expected to have, a Material Adverse Effect or a material adverse effect on the Transactions.SECTION 3.07. Title to Properties; Possession under Leases. (a) Each of the Borrower and the Subsidiaries has, in all materialrespects, good and marketable title to, valid leasehold interests in, or easements, licenses or other limited property interests in, all its properties that arenecessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, free and clear of all Liens (other than Lienspermitted by Section 6.02).(b) Each of the Borrower and the Subsidiaries has complied with all material obligations under all material leases to which it is a party and all suchleases are in full force and effect. Each of the Borrower and the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases.(c) As of the Closing Date, (i) no real property or other assets material to the Borrower and its Subsidiaries is affected by any fire or other casualty(whether or not covered by insurance) and (ii) the Borrower has not received any notice of, nor has any knowledge of, any pending or contemplatedcondemnation proceeding (or any sale or disposition thereof in lieu of condemnation) affecting any real property or other assets material to the Borrower or itsSubsidiaries.(d) As of the Closing Date, none of the Borrower or any of the Subsidiaries is obligated under any right of first refusal, option or other contractual rightto sell, assign or otherwise dispose of any Mortgaged Property or any interest therein. 51SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the Closing Date a list of all Subsidiaries and the percentage ownershipinterest of the Borrower therein. The shares of capital stock or other ownership interests so indicated on Schedule 3.08 are fully paid and nonassessable andare owned by the Borrower, directly or indirectly, free and clear of all Liens (other than Liens created under the Security Documents, the ABL FacilityDocumentation and nonconsensual Liens permitted by Section 6.02).SECTION 3.09. Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or beforeany Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary or anybusiness, property or rights of any such Person (i) that involve any Loan Document or the Transactions or (ii) that could reasonably be expected, individuallyor in the aggregate, to result in a Material Adverse Effect.(b) None of the Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continuedoperation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, EnvironmentalLaw, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default withrespect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default has resulted or could reasonably beexpected to result in a Material Adverse Effect.(c) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of suchcertificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.SECTION 3.10. Agreements. None of the Borrower or any of the Subsidiaries is in default in any manner under any provision of anyindenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or anyof its properties or assets are or may be bound, where such default has resulted or could reasonably be expected to result in a Material Adverse Effect.SECTION 3.11. Federal Reserve Regulations. (a) None of the Borrower or any of the Subsidiaries is engaged principally, or as one ofits important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.(b) No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purposethat entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation T, U or X.SECTION 3.12. Investment Company Act. None of the Borrower or any Subsidiary is required to register as an “investmentcompany,” as defined in the Investment Company Act.SECTION 3.13. Use of Proceeds. The Borrower will use the proceeds of the Loans only for the purposes specified in the introductorystatement to this Agreement.SECTION 3.14. Taxes. Each of the Borrower and the Subsidiaries has filed or caused to be filed all material U.S. federal, state, localand foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all material Taxes due and payable by it and allassessments received by it, except Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or the applicableSubsidiary, as applicable, shall have set aside on its books adequate reserves. 52SECTION 3.15. No Material Misstatements. None of (a) the Confidential Information Memorandum or (b) any other information,report, financial statement, exhibit or schedule (excluding the projections, forecasts or other forward-looking information and financial information referred tobelow) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document orincluded therein or delivered pursuant thereto contained, contains or will contain as of the date the same was or is furnished any material misstatement of factor omitted, omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, areor will be made, not materially misleading; provided that, to the extent any such information, report, financial statement, exhibit or schedule was based uponor constitutes a forecast or projection, the Borrower represents and warrants only that such materials are based upon good faith estimates and assumptionsbelieved by management to be reasonable at the time made, in light of the circumstances under which they were made and at the time furnished (and basedupon accounting principles consistent with the historical audited financial statements of the Borrower), and due care in the preparation of such information,report, financial statement, exhibit or schedule (it being understood that forecasts and projections are subject to uncertainties and that there can be no assurancesuch results will be achieved).SECTION 3.16. Employee Benefit Plans. Except as would not reasonably be expected to result in a Material Adverse Effect, withrespect to each employee benefit plan as defined in Section 3(3) of ERISA, the Borrower and its Subsidiaries are in compliance with the applicable provisionsof ERISA and the Code and the regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that,when taken together with all other such ERISA Events, has resulted or could reasonably be expected to result in a Material Adverse Effect. There exists noUnfunded Pension Liability with respect to any Plans that could reasonably be expected to result in a Material Adverse Effect.SECTION 3.17. Environmental Matters. (a) Except with respect to any matters that, individually or in the aggregate, could notreasonably be expected to result in a Material Adverse Effect, none of the Borrower or any of the Subsidiaries (i) has failed to comply with any EnvironmentalLaw or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to anyEnvironmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any EnvironmentalLiability.(b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:(i) each Mortgaged Property is and has been in compliance with all Environmental Law and has obtained, maintained and complied with any permit, licenseor other approval required under any Environmental Law, (ii) there are no Environmental Liabilities that have arisen or exist in connection with or in any wayrelating to any of the Mortgaged Property and (iii) none of the Borrower or any of the Subsidiaries knows of any basis for any Environmental Liability inconnection with or in any way relating to any of the Mortgaged Property.(c) There has been no material environmental investigation, study, audit, test, review or other analysis conducted that is within the possession, custodyor control of the Borrower or any of the Subsidiaries in relation to the current or prior business the Borrower or any Subsidiary or any property or facility nowor previously owned, leased or operated by the Borrower or any Subsidiary, including the Mortgaged Properties, which has not been delivered to the Lenders atleast five days prior to the date hereof. 53(d) For purposes of this Section, the terms “Borrower” and “Subsidiary” shall include any business or business entity which is, in whole or in part, apredecessor of the Borrower or any Subsidiary.SECTION 3.18. Insurance. Schedule 3.18 sets forth a true, complete and correct description of all material insurance maintained by theBorrower or by the Borrower for its Subsidiaries as of the date hereof and the Closing Date. As of each such date, such insurance is in full force and effectand all premiums have been duly paid. The Borrower and its Subsidiaries have insurance in such amounts and covering such risks and liabilities as are inaccordance with normal industry practice.SECTION 3.19. Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the partiesthereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral(other than the Mortgaged Property) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) isdelivered to the Collateral Agent, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and securityinterest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person, and (ii) whenthe financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and CollateralAgreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral described in suchstatements (other than Intellectual Property), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permittedby Section 6.02.(b) Upon the recordation of the Notice of Grant of Security Interest in Patents, the Notice of Grant of Security Interest in Trademarks and the Notice ofGrant of Security Interest in Copyrights substantially in the form of Exhibit B, Exhibit C and Exhibit D, respectively, to the Guarantee and CollateralAgreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statementsin appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fullyperfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property consisting of material issued or pendingUnited States patents, material registered or pending United States trademarks and material registered United States copyrights in which a security interestmay be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, other than withrespect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and theUnited States Copyright Office may be necessary to perfect a Lien on United States registered trademarks, issued patents, trademark and patent applicationsand registered copyrights acquired by the Loan Parties after the date hereof).(c) Upon due execution and delivery thereof, each Mortgage will be effective to create in favor of the Collateral Agent, for the ratable benefit of the SecuredParties, a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Propertythereunder and the proceeds thereof, and when such Mortgage is filed in the offices specified on Schedule 3.19(c), such Mortgage shall constitute a fullyperfected first priority Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, ineach case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. 54SECTION 3.20. Location of Real Property. Schedule 3.20 lists completely and correctly as of the Closing Date all real property ownedby the Borrower and the Subsidiaries and the addresses thereof.SECTION 3.21. Intellectual Property. The Borrower and each Subsidiary owns or is licensed to use all intellectual property material toits respective business, and neither the use thereof nor the conduct of their respective businesses infringes, misappropriates or otherwise violates the intellectualproperty rights of any other Person, except for any such infringements, misappropriations and other violations that could not reasonably be expected,individually or in the aggregate, to result in a Material Adverse Effect.SECTION 3.22. Labor Matters. As of the date hereof and the Closing Date, there are no strikes, lockouts or slowdowns against theBorrower or any Subsidiary pending or, to the knowledge of the Borrower, threatened. Except as would not reasonably be expected, individually or in theaggregate, to result in a Material Adverse Effect, the hours worked by and payments made to employees of the Borrower and the Subsidiaries have not been inviolation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters. The consummation of theTransactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to whichthe Borrower or any Subsidiary is bound.SECTION 3.23. Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date, the Borrower and itsSubsidiaries, taken as a whole, are Solvent.SECTION 3.24. Senior Indebtedness. The Obligations constitute “Senior Debt” and “Designated Senior Debt” under and as definedin any subordinated Indebtedness that is a Material Indebtedness.SECTION 3.25. Sanctioned Persons. None of the Borrower or any Subsidiary nor, to the knowledge of the Borrower, any director,officer, agent, employee or Affiliate of the Borrower or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign AssetsControl of the U.S. Treasury Department (“OFAC”); and the Borrower will not directly or indirectly use the proceeds of the Loans or otherwise makeavailable such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered byOFAC.SECTION 3.26. Foreign Corrupt Practices Act. Each of the Borrower, the Subsidiaries and their respective directors, officers, agents,employees, and any person acting for or on behalf of the Borrower or such Subsidiaries has complied with, and will comply with, the U.S. Foreign CorruptPractices Act, as amended from time to time, or any other applicable anti-bribery or anti-corruption law, and it and they have not made, offered, promised, orauthorized, and will not make, offer, promise, or authorize, whether directly or indirectly, any payment, of anything of value to: (a) an executive, official,employee or agent of a governmental department, agency or instrumentality, (b) a director, officer, employee or agent of a wholly or partially government-ownedor government-controlled company or business, (c) a political party or official thereof, or candidate for political office or (d) an executive, official, employee oragent of a public international organization (e.g., the International 55Monetary Fund or the World Bank) (“Government Official”); while knowing or having a reasonable belief that all or some portion will be used for thepurpose of: (i) influencing any act, decision or failure to act by a Government Official in his or her official capacity, (ii) inducing a Government Official to usehis or her influence with a government or instrumentality to affect any act or decision of such government or entity or (iii) securing an improper advantage; inorder to obtain, retain, or direct business.SECTION 3.27. Anti-Terrorism Law. Neither the Borrower nor any of the Subsidiaries is in violation of any legal requirement relatingto any laws with respect to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing effectiveSeptember 24, 2001 (the “Executive Order”) and the USA PATRIOT Act.ARTICLE IVConditions of LendingThe obligations of the Lenders to make Loans hereunder are subject to the satisfaction of the following conditions:SECTION 4.01. Conditions of Borrowing. On the Closing Date:(a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given inaccordance with Section 2.02).(b) The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and asof the Closing Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to anearlier date.(c) On the Closing Date, no Default or Event of Default shall have occurred and be continuing.(d) The Administrative Agent shall have received, on behalf of itself, the Lenders, a favorable written opinion of (i) Paul, Weiss, Rifkind, Wharton &Garrison LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and (ii) each local counsel listed onSchedule 4.02(a), dated as of the Closing Date and substantially to the effect set forth in Exhibit 4.02(A), in each case dated the Closing Date.(e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or comparable organizational document),including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of itsorganization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State(or comparable entity), (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached theretois a true and complete copy of the by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutionsdescribed in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparablegoverning body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, inthe case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force 56and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Loan Party have not been amended since the dateof the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimensignature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) acertificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause(ii) above.(f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, confirmingcompliance with the conditions precedent set forth in paragraphs (b), and (c) of this Section 4.01.(g) Contemporaneously with the closing, the Administrative Agent shall have received all Fees, all fees payable under the Fee Letter and all other amountsdue and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to bereimbursed or paid by the Borrower hereunder or under any other Loan Document.(h) The Administrative Agent shall have received duly executed counterparts of this Agreement from each party hereto.(i) (i) the Administrative Agent shall have received duly executed counterparts of each Security Document required to be executed at Closing from eachparty thereto and (ii) the Security Documents shall be in full force and effect on the Closing Date and the Collateral Agent on behalf of the Secured Parties shallhave a perfected security interest in the Collateral of the type and priority described in each Security Document.(j) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by aResponsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made withrespect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is locatedand in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of thefinancing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that theLiens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneouslyreleased or terminated (or are otherwise required to be released pursuant to the terms of a payoff letter reasonably acceptable to Collateral Agent).(k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and theapplicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payableendorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent.(l) The Borrower shall have used commercially reasonable efforts to obtain a public corporate credit rating from S&P and a public corporate familyrating from Moody’s, in each case with respect to the Borrower, and public ratings for the Term Facility from each of S&P and Moody’s. 57(m) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreements shall have been or will be,substantially simultaneously with the initial funding of the Loans on the Closing Date, repaid, restructured or reinstated as expressly contemplated by the Planof Reorganization, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the AdministrativeAgent shall have received reasonably satisfactory evidence thereof (it being understood and agreed that such evidence shall be payoff letters from theadministrative agents under the Existing Credit Agreements reasonably satisfactory to the Administrative Agent, or, if such letters are not available, appropriateprovisions reasonably satisfactory to the Administrative Agent in the Plan Confirmation Order confirming such discharge and release). Immediately aftergiving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness orpreferred stock other than (a) Indebtedness outstanding under this Agreement and (b) other Indebtedness permitted under this Agreement.(n) The Lenders shall have received the financial statements and opinion referred to in Section 3.05.(o) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower certifying that each of the Loan Parties aftergiving effect to the Transactions to occur on the Closing Date, is Solvent.(p) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactionscontemplated hereby to the extent required or reasonably requested by the Agent, all applicable appeal periods shall have expired and there shall not be anypending or threatened litigation, governmental, administrative or judicial action that has resulted or could reasonably be expected to restrain, prevent or imposeburdensome conditions on the Transactions or the other transactions contemplated hereby (other than the Plan Confirmation Order, which is addressed inparagraph (s) of this Section 4.01).(q) The Lenders shall have received, at least five (5) days prior to the Closing Date, to the extent requested, all documentation and other informationrequired by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOTAct.(r) The ABL Facility Documentation shall have been executed and delivered on terms reasonably satisfactory to the Lenders, with a copy delivered to theAdministrative Agent.(s) Each of the Plan of Reorganization Confirmation Requirements shall have been satisfied or waived with the consent of Arranger.Notwithstanding anything to the contrary herein or in any other Loan Document, it is understood and agreed that to the extent any security interest in anyCollateral is not or cannot be perfected (or, in the case of Mortgages, granted) or any Real Estate Collateral Requirements satisfied on or before the Closing Date(other than the perfection of the security interests in Equity Interests of the Borrower and the Domestic Subsidiaries (to the extent required under the terms of theGuarantee and Collateral Agreement) and assets with respect to which a Lien may be perfected by the filing of a financing statement under the UCC or anintellectual property notice filing with the United States Patent and Trademark Office or the United States Copyright Office) after the Loan Parties’ use ofcommercially reasonable efforts to do so, then the perfection (or, in the case of Mortgages, grant) of a security interest in such Collateral or, if 58applicable, failure to satisfy any Real Estate Collateral Requirement, shall not constitute a condition precedent to availability of the Credit Facilities on theClosing Date, but instead shall be required to be perfected (or, in the case of Mortgages, granted) within 90 days after the Closing Date (which period may beextended with the consent of the Collateral Agent in is sole discretion) pursuant to arrangements to be mutually agreed by the Administrative Agent and theBorrower acting reasonably.ARTICLE VAffirmative CovenantsThe Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have beenterminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paidin full, unless the Required Lenders shall otherwise consent in writing, the Borrower will, and will cause each of the Subsidiaries to:SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things necessary topreserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.(b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits,franchises, authorizations and intellectual property material to the conduct of its business; maintain and operate such business in substantially the manner inwhich it is presently conducted and operated and comply in all material respects with all applicable laws, rules, regulations and decrees and orders of anyGovernmental Authority, whether now in effect or hereafter enacted.(c) The Loan Parties shall, and shall cause each Subsidiary to (i) maintain, preserve, and protect all of its material properties and equipment necessaryin the operation of its business in good working order, repair and condition, casualty or condemnation excepted, (ii) make all necessary renewals, repairs,replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice in order thatthe business carried on in connection therewith may be properly conducted at all times and (iii) keep all material leases to which any Loan Party is a party infull force and effect.SECTION 5.02. Insurance. (a) Keep its insurable properties adequately insured at all times by financially sound and reputableinsurers; maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as iscustomary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims forpersonal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it andmaintain such other insurance as may be required by law.(b) Cause all such policies covering any Collateral to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement, inform and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, which endorsement shall provide that, from and after theClosing Date, if the insurance carrier shall have received written notice from the Administrative Agent or the Collateral Agent of the occurrence of an Event ofDefault, the insurance carrier shall pay all proceeds otherwise payable to the Borrower or the Loan Parties under such policies directly to the 59Collateral Agent; cause all such policies to provide that neither the Borrower, the Administrative Agent, the Collateral Agent nor any other party shall be acoinsurer thereunder and to contain a “Replacement Cost Endorsement,” without any deduction for depreciation, and such other provisions as theAdministrative Agent or the Collateral Agent may reasonably require from time to time to protect their interests; deliver original or certified copies of all suchpolicies to the Collateral Agent; cause each such policy to provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment ofpremium upon not less than 10 days’ prior written notice thereof by the insurer to the Administrative Agent and the Collateral Agent (giving the AdministrativeAgent and the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason upon not less than 30 days’ prior writtennotice thereof by the insurer to the Administrative Agent and the Collateral Agent and deliver to the Administrative Agent and the Collateral Agent, prior to thecancellation, modification or nonrenewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policypreviously delivered to the Administrative Agent and the Collateral Agent) together with evidence satisfactory to the Administrative Agent and the CollateralAgent of payment of the premium therefor.(c) If at any time the area in which the Premises (as defined in the Mortgages) are located is designated (i) a “flood hazard area” in any Flood InsuranceRate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance, if so requested by any Lender, in suchtotal amount as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time require and otherwise comply with the NFIP asset forth in the Flood Laws or (ii) a “Zone 1” area, obtain earthquake insurance in such total amount as the Administrative Agent, the Collateral Agent or theRequired Lenders may from time to time require. Following the Closing Date, the Borrower shall deliver to the Collateral Agent annual renewals of the floodinsurance policy or annual renewals of a force-placed flood insurance policy for each Mortgaged Property if flood insurance for such Mortgaged Property wasrequested by any Lender. In connection with any amendment to this Agreement pursuant to which any increase, extension, or renewal of Loans iscontemplated, the Borrower shall, if requested by any Lender, cause to be delivered to the Collateral Agent for any Mortgaged Property, a Flood DeterminationForm, Borrower Notice and Evidence of Flood Insurance, as applicable.(d) With respect to any Mortgaged Property, carry and maintain comprehensive general liability insurance including the “broad form CGLendorsement” and coverage on an occurrence basis against claims made for personal injury (including bodily injury, death and property damage) andumbrella liability insurance against any and all claims, in no event for a combined single limit of less than that which is customary for companies in the sameor similar businesses operating in the same or similar locations, naming the Collateral Agent as an additional insured, on forms satisfactory to the CollateralAgent.(e) Notify the Administrative Agent and the Collateral Agent promptly whenever any separate insurance concurrent in form or contributing in the event ofloss with that required to be maintained under this Section 5.02 is taken out by any Loan Party and promptly deliver to the Administrative Agent and theCollateral Agent a duplicate original copy of such policy or policies.SECTION 5.03. Obligations and Taxes. Pay its Indebtedness and other obligations promptly and in accordance with their terms andpay and discharge promptly when due all Taxes, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials andsupplies or otherwise that, if unpaid, might give rise to a Lien upon such properties or any part thereof; provided that such payment and discharge shall notbe required with respect to any such Tax 60so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings, the Borrower shall have set aside on its books adequatereserves with respect thereto in accordance with GAAP, such contest operates to suspend collection of the contested obligation, tax, assessment or charge andenforcement of a Lien and, in the case of a Mortgaged Property, there is no risk of forfeiture of such property.SECTION 5.04. Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which shallfurnish to each Lender:(a) within 120 days after the end of the 2013 fiscal year and within 90 days after each fiscal year thereafter, its consolidated balance sheet and relatedstatements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close ofsuch fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for theimmediately preceding fiscal year, all audited by Deloitte & Touche LLP or other independent public accountants of recognized national standing andaccompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without anyqualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition andresults of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with acustomary “management discussion and analysis” provision;(b) within 60 days after the end of the first quarter of the 2014 fiscal year, and thereafter 45 days after the end of each of the first three fiscal quarters ofeach fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of theBorrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiariesduring such fiscal quarter and the then elapsed portion of the fiscal year, and, other than with respect to quarterly reports during the remainder of the firstfiscal year after the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its FinancialOfficers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis inaccordance with GAAP consistently applied, subject to normal year-end audit adjustments, together with a customary “management discussion and analysis”provision;(c) Reserved;(d) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer in the form of Exhibit E(i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereofand any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to theAdministrative Agent demonstrating compliance with the Financial Covenants and, in the case of a certificate delivered with the financial statements requiredby paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow and Available Amount (and any utilization thereof during such period);(e) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such statements(which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that as of the last day of the immediatelypreceding fiscal year no Event of Default or Default has occurred with respect to the Financial Covenants or, if such an Event of Default or Default hasoccurred, specifying the extent thereof in reasonable detail; 61(f) within 30 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projectedconsolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth theassumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget;(g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by theBorrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of saidCommission, or with any national securities exchange, or distributed to its shareholders, as the case may be;(h) promptly after the receipt thereof by the Borrower or any of the Subsidiaries, a copy of any “management letter” received by any such Person fromits certified public accountants and the management’s response thereto;(i) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with itsongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and(j) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or anySubsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of thefollowing:(a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respectthereto;(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at lawor in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that has resulted or could reasonably be expected to resultin a Material Adverse Effect or that relates to any Loan Party with respect to the Plan of Reorganization or the Plan Confirmation Order;(c)any development that has resulted or could reasonably be expected to result in a Material Adverse Effect; and(d) any change in (i) the Borrower’s public corporate rating by S&P or public corporate family rating by Moody’s or (ii) the ratings of the CreditFacilities by S&P or Moody’s, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the CreditFacilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating theBorrower or the Credit Facilities. 62SECTION 5.06. Information Regarding Collateral. (a) Furnish to the Administrative Agent prompt written notice of any change (i) inthe corporate name of any Loan Party, (ii) in the jurisdiction of organization or formation of any Loan Party, (iii) in any Loan Party’s identity or corporatestructure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in thepreceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent tocontinue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly tonotify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.(b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant toSection 5.04(a), deliver to the Administrative Agent a certificate of a Financial Officer setting forth the information required pursuant to Section 2 of thePerfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Dateor the date of the most recent certificate delivered pursuant to this Section 5.06.SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books ofrecord and account in which full, true and correct entries in all material respects in conformity with GAAP or, with respect to Subsidiaries organized outsideof the United States, the local accounting standards applicable to the relevant jurisdiction, and all requirements of law are made of all dealings andtransactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated bythe Administrative Agent to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requestedand to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent to discuss the affairs,finances and condition of such Person with the officers thereof and independent accountants therefor; provided that unless an Event of Default has occurredand is continuing, such right shall be limited to one time per year.(b) In the case of the Borrower, use commercially reasonable efforts to cause the Credit Facilities to be continuously rated by S&P and Moody’s, and inthe case of the Borrower, use commercially reasonable efforts to maintain a public corporate rating from S&P and a public corporate family rating fromMoody’s, in each case in respect of the Borrower.SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans only for the purposes specified in the introductory statement to thisAgreement.SECTION 5.09. Employee Benefits. (a) Comply in all material respects with the provisions of ERISA and the Code applicable toemployee benefit plans as defined in Section 3(3) of ERISA, (b) furnish to the Administrative Agent as soon as possible after, and in any event within ten daysafter any responsible officer of the Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred or is reasonablyexpected to occur that, alone or together with any other ERISA Event that has occurred or is reasonably expected to occur that has resulted or could reasonablybe expected to result in a Material Adverse Effect on the Borrower or any ERISA Affiliate, a statement of a Financial Officer of the Borrower setting forthdetails as to such ERISA Event and the action, if any, that the Borrower proposes to take with respect thereto and (c) promptly and in any event within 30days after the filing thereof with the United States Department of Labor, furnish to the Administrative Agent copies of each Schedule SB (ActuarialInformation) to the Annual Report (Form 5500 Series) with respect to each Plan. 63SECTION 5.10. Compliance with Environmental Laws. Comply, and cause all lessees and any other Person leasing or occupying itsproperties to comply, in all material respects with all applicable Environmental Laws; obtain and renew all material environmental permits necessary for itsoperations and properties; and conduct any remedial action in accordance with Environmental Laws; provided that none of the Borrower or any Subsidiaryshall be required to undertake any remedial action to the extent that its obligation to do so is being contested by the Borrower or any Subsidiary in good faithand by proper proceedings, appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP and any such delay orinaction with respect to such remedial action does not violate any Environmental Law.SECTION 5.11. Further Assurances. (a) Execute any and all further documents, financing statements, agreements and instruments,and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be requiredunder applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent may reasonably request, in order to effectuate thetransactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and priority of the security interests createdor intended to be created by the Security Documents.(b) If, following the Closing Date, any Domestic Subsidiary (other than any Excluded Subsidiary) is acquired or organized, or any DomesticSubsidiary ceases to be an Excluded Subsidiary, the Borrower shall promptly (and in any event within 30 days (or such longer period as the Collateral Agentshall agree) of such event) (i) notify the Collateral Agent thereof, (ii) cause such Domestic Subsidiary to become a Loan Party by executing the Guarantee andCollateral Agreement (or a supplement thereto in the form specified therein), (iii) cause (A) the Equity Interests of such Domestic Subsidiary, (B) the EquityInterests of any Domestic Subsidiary (other than any Domestic Subsidiary described in clauses (i) or (v) of the definition of “Excluded Subsidiary”) ownedby such Domestic Subsidiary and (C) 65% of the Equity Interests of any Foreign Subsidiary or any Subsidiary described in clause (v) of the definition ofExcluded Subsidiary that (in each case) is not directly or indirectly owned by a Foreign Subsidiary, and that (in each case) is owned by such DomesticSubsidiary, to be pledged to the Collateral Agent on a first-priority basis and deliver to the Collateral Agent all certificates or other instruments representingsuch Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank to the extent required by the SecurityDocuments (subject to the ABL Intercreditor Agreement), (iv) promptly (and, in the case of any security interests in real property, as soon as reasonablypracticable) cause all documents and instruments, including Uniform Commercial Code financing statements and Mortgages, required by law or reasonablyrequested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect or recordsuch Liens to the extent, and with the priority, required by the Security Documents, to be filed, registered or recorded or delivered to the Collateral Agent forfiling, registration or recording, in each case except with respect to any Excluded Collateral (as defined in the Security Agreement), (v) cause each Loan Party totake all other action required by law, under the Security Documents or reasonably requested by the Collateral Agent to perfect, register and/or record the Liensgranted by it thereunder and (vi) cause to be delivered to the Lenders all such instruments and documents (including legal opinions, title insurance policies andlien searches) as the Collateral Agent shall reasonably request to evidence compliance with this Section 5.11(b). For the avoidance of doubt andnotwithstanding anything to the contrary, no Domestic Subsidiary shall be required to provide a Guarantee of any Excluded Swap Obligation. 64(c) If any fee owned real property, is acquired by any Loan Party after the Closing Date, having a value in excess of $2,000,000 the Borrower will notifythe Collateral Agent thereof, and, if requested by the Collateral Agent or the Required Lenders, the Borrower will, no later than 90 days after such acquisition,cause such assets to be subjected to a Lien securing the Obligations and will take such actions as shall be requested by the Collateral Agent to grant and perfectsuch Liens, including the satisfaction of the Real Estate Collateral Requirements, all at the expense of the U.S. Borrower.SECTION 5.12. Interest Rate Protection. No later than the 90th day after the Closing Date (unless a later date is otherwise agreed to bythe Administrative Agent), the Borrower shall enter into, and for a minimum of three years thereafter maintain, Secured Hedging Agreements reasonablyacceptable to the Administrative Agent that result in at least 50% of the aggregate principal amount of the outstanding Term Loans as of such date beingeffectively subject to a fixed or maximum interest rate reasonably acceptable to the Administrative Agent.SECTION 5.13. Post-Closing Obligations.(a) Real Property Collateral. On or before a date which is 90 days following the Closing Date (unless a later date is otherwise agreed to by theAdministrative Agent), the Real Estate Collateral Requirements shall have been satisfied.(b) Other. Take all such actions as shall be set forth on Schedule 5.14 within the time periods specified on Schedule 5.14 (unless a later date isotherwise agreed to by the Administrative Agent).ARTICLE VINegative CovenantsThe Borrower covenants and agrees with each Lender that until the Commitments have been terminated and the principal of and interest on each Loan,all Fees and all other expenses or amounts payable under any Loan Document have been paid in full (other than contingent indemnification and expensereimbursement obligations for which no claim has been made), unless the Required Lenders shall otherwise consent in writing, the Borrower will not, nor willit cause or permit any of the Subsidiaries to:SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except:(a) Indebtedness existing on the date hereof and set forth on Schedule 6.01(a) and any Permitted Refinancing thereof;(b) Indebtedness created hereunder and under the other Loan Documents;(c) Indebtedness created under the ABL Facility Documentation, not to exceed an aggregate principal amount of $192,500,000, and any PermittedRefinancing thereof;(d) Intercompany Indebtedness of the Borrower and the Subsidiaries to the extent permitted by Section 6.04(c); provided that any such Indebtedness thatis owed by a Loan Party to a Subsidiary that is not a Loan Party is subordinated to the Obligations pursuant to an Affiliate Subordination Agreement; 65(e) (i) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets;provided that (A) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and(B) the aggregate principal amount of Indebtedness permitted by this Section 6.01(e), when combined with the aggregate principal amount of all Capital LeaseObligations incurred pursuant to Section 6.01(f) shall not exceed $5,000,000 at any time outstanding and (ii) any Permitted Refinancing of any suchIndebtedness;(f) Capital Lease Obligations and purchase money obligations in an aggregate principal amount, when combined with the aggregate principal amount ofall Indebtedness incurred pursuant to Section 6.01(e), shall not exceed $5,000,000 at any time outstanding;(g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business;(h) (i) Indebtedness acquired or assumed in connection with any Permitted Acquisition or other acquisition permitted under Section 6.04; provided that(A) such Indebtedness exists at the time of such Permitted Acquisition or other acquisition and is not created in contemplation of or in connection with suchPermitted Acquisition or other acquisition, (B) immediately before and after such Person becomes a Subsidiary, no Default or Event of Default shall haveoccurred and be continuing and (C) the aggregate principal amount of Indebtedness permitted by this Section 6.01(h) shall not exceed $5,000,000 at any timeoutstanding and (ii) any Permitted Refinancing of any such Indebtedness;(i) Indebtedness in respect of Hedging Agreements that are (i) required by Section 5.12 or (ii) entered into in the ordinary course of business and not forspeculative purposes;(j) (i) Permitted Unsecured Debt of the Borrower or any Subsidiary incurred to finance any acquisition permitted by Section 6.04(g); provided thatIndebtedness shall be permitted under this paragraph (j) only if, at the time of the incurrence thereof, (A) no Default or Event of Default has occurred and iscontinuing at such time, (B) (x) the Net Total Leverage Ratio calculated on a Pro Forma Basis shall be no greater than 3.75:1.00, and (ii) Permitted Refinancingof any such Indebtedness;(k) Permitted Surety Bonds in an aggregate amount outstanding at any one time not to exceed $30,000,000;(l) Indebtedness consisting of unsecured guarantees arising with respects to customary indemnification obligations to purchasers in connection withDispositions;(m) financing of insurance premiums in the ordinary course of business;(n) Indebtedness incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called“procurement cards” or “P-cards”), or cash management services, netting services, overdraft protection, and other like services, in each case incurred in theordinary course of business;(o) unsecured Indebtedness owing to former employees, officers or directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred inconnection with the repurchase by Borrower of the Equity Interests of Borrower that have been issued to such Persons, so long as (i) no Default or Event ofDefault has occurred and is continuing or would result from the incurrence of such Indebtedness, and (ii) the aggregate amount of all such Indebtednessoutstanding at any one time does not exceed $500,000; 66(p) Specified Unsecured Prepetition Debt or any Permitted Refinancing thereof, in an aggregate principal amount not to exceed $60,000,000;(q) Accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case on Indebtedness thatotherwise constitutes Indebtedness permitted under this Section 6.01;(r) Indebtedness incurred by Subsidiaries that are not Loan Parties in an aggregate principal amount not exceed $2,500,000;(s) to the extent constituting Indebtedness, customary purchase price adjustments, earn outs, indemnification obligations, unsecured guarantees thereofand similar items of the Borrower or any of its Subsidiaries in connection with Permitted Acquisitions, other acquisitions permitted under Section 6.04, AssetSales or other Dispositions;(t) to the extent constituting Indebtedness, the Fee Claim Reserve Amounts and the Delayed Admin Claims; and(u) other Indebtedness of the Borrower or the Subsidiaries in an aggregate principal amount not exceeding $5,000,000 at any time outstanding.SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or othersecurities of any Person, including the Borrower or any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect ofany thereof, except:(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth on Schedule 6.02(a); provided that suchLiens shall secure only those obligations which they secure on the date hereof and any Permitted Refinancing thereof;(b) any Lien created under the Loan Documents;(c) first-priority Liens on the Current Asset Collateral and second-priority Liens on other Collateral, each in favor of the ABL Administrative Agent andsubject to the ABL Intercreditor Agreement, as collateral security for the repayment of obligations incurred by the Borrower under the ABL FacilityDocumentation (and any Permitted Refinancings thereof);(d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or assets ofany Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, as the case may be; provided that (i) suchLien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not apply to anyother property or assets of the Borrower or any Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition orthe date such Person becomes a Subsidiary, as the case may be;(e) Liens for Taxes not yet due or which are being contested in compliance with Section 5.03; 67(f) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securingamounts not overdue for a period of more than 30 days, or, if more than 30 days overdue, (i) which are being contested in compliance with Section 5.03 or(ii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect;(g) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and othersocial security laws or regulations;(h) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutoryobligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;(i) zoning restrictions, easements, rights-of-way, restrictions on use of real property, minor defects or irregularities of title and other similarencumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not interfere with the ordinaryconduct of the business of the Borrower or any of its Subsidiaries;(j) security interests in Indebtedness permitted by Section 6.01(e) and 6.01(f) provided that (i) such security interests are incurred, and the Indebtednesssecured thereby is created, within 180 days after such acquisition, construction or improvement, (ii) the Indebtedness secured thereby does not exceed thelesser of the cost or the fair market value of such assets at the time of such acquisition, construction or improvement and (iii) such security interests do notapply to any other property or assets of the Borrower or any Subsidiary, other than any proceeds, products, accessions or improvements with respect to suchassets; provided that individual financings of such assets provided by one lender may be cross-collateralized to other financings of fixed or capital assetsprovided by such lender;(k) judgment Liens securing judgments not constituting an Event of Default under Section 7.01(i);(l) Liens securing Indebtedness permitted by Section 6.01(i) (provided that such Liens may be incurred under the ABL Facility Documentation or theLoan Documents, but not both);(m) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets that constitute Collateral or the EquityInterests of the Borrower or any Domestic Subsidiary (or the Equity Interests of any first-tier Foreign Subsidiary) and (ii) such Liens extending to the assets ofany Foreign Subsidiary secure only Indebtedness permitted to be incurred by Foreign Subsidiaries pursuant to Section 6.01;(n) any license or sub-license entered into in the ordinary course of business and the interest of any non-exclusive licensors under license agreements(including, for the avoidance of doubt, relating to intellectual property);(o) any interest or title or right of a lessor or sub-lessor under any lease or sub-lease entered into in the ordinary course of business and covering only theassets so leased;(p) Liens arising from precautionary UCC financing statements filed in connection with operating leases; 68(q) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Permitted Investments on deposit in one or moreaccounts maintained by the Borrower or any of its Subsidiaries (including any restriction on the use of such cash and Permitted Investment), in each casegranted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank orbanks with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; providedthat in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;(r) Liens on cash earnest money deposits made in connection with Permitted Acquisitions or other acquisitions permitted under Section 6.04;(s) Liens on Equity Interests in joint ventures securing obligations of such entities, and options, put and call arrangements, rights of first refusal andsimilar rights related to Equity Interests in joint ventures;(t)Liens in favor of the Borrower or any Subsidiary securing Indebtedness permitted under Section 6.01(d);(u) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to theextent the financing is permitted under Section 6.01(m) hereof;(v) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties not yet delinquent in connectionwith the importation of goods in the ordinary course of business;(w) Liens arising in connection with the Fee Claims Account; and(x) other Liens securing liabilities in an aggregate amount not to exceed $5,000,000 at any time outstanding.SECTION 6.03. Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any Person whereby itshall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease suchproperty or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred unless (a) the sale ortransfer of such property is permitted by Section 6.06 and (b) any Capital Lease Obligations or Liens arising in connection therewith are permitted bySections 6.01 and 6.02, as the case may be.SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire any Investment in a Person except:(a) Investments existing on the date hereof and set forth on Schedule 6.04;(b) Permitted Investments; 69(c) Investments in the Borrower or any Subsidiary; provided that (i) any such Investments in the form of loans and advances made by a Loan Partyshall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and CollateralAgreement, (ii) any such Investments in the form of Equity Interests held by a Loan Party shall be pledged pursuant to the Guarantee and Collateral Agreement(subject to any limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (iii) the amount of such Investments made from theClosing Date by Loan Parties in Subsidiaries that are not Loan Parties shall not exceed $2,500,000;(d) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers andsuppliers, in each case in the ordinary course of business;(e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business in accordance with their usual practice to theirrespective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs ofsuch loans and advances) shall not exceed $1,000,000;(f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are entered into the ordinary courseof business and not for speculative purposes;(g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a Person or line of business of such Person or not less than 75% ofthe Equity Interests of a Person (referred to herein as the “Acquired Entity”); provided that (i) the Acquired Entity shall be in a similar line of business as thatof the Borrower and the Subsidiaries as conducted during the current and most recent calendar year and (ii) at the time of such transaction (A) both before andafter giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (B) (x) the Net Total Leverage Ratio, calculated on a ProForma Basis, shall be no greater than 3.75:1.00 and (y) the Borrower shall be in compliance on a Pro Forma Basis with the financial covenant inSection 6.13, determined as of the most recently completed fiscal quarter ending prior to such transaction for which the financial statements required bySection 5.04(a) or 5.04(b) have been delivered, (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to thisSection 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and anypayments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000, of which not morethan $5,000,000 shall be with respect to Persons that do not become Loan Parties or assets that are not owned by Loan Parties, (D) the Borrower shall havedelivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form andsubstance satisfactory to the Administrative Agent and (E) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicableprovisions of Section 5.11 and the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred toherein as a “Permitted Acquisition”);(h) to the extent constituting an Investment, Capital Expenditures permitted by Section 6.11;(i) Investments consisting of the non-cash portion of the sales price received for Dispositions permitted by Section 6.06;(j) lease, utility and other deposits or advances in the ordinary course of business; 70(k) cash earnest money deposits made in connection with Permitted Acquisitions or other acquisitions permitted by Section 6.04;(l) investments in the ordinary course of business consisting of endorsements for collection or deposit;(m) acquisitions of, investments in, and loans and advances to, joint ventures, so long as the aggregate amount invested, loaned or advanced pursuantto this paragraph (m) on or after the Closing Date (determined without regard to any write-downs or write-offs of such investments, loans or advances) doesnot at any time outstanding exceed $5,000,000;(n) Investments of any Person existing at the time such person becomes a Subsidiary, or consolidates, amalgamates or merges with the Borrower or anyof the Subsidiaries (including in connection with a Permitted Acquisition) (but excluding investments in subsidiaries which must be otherwise permitted bythis Section 6.04) so long as such investments were not made in contemplation of such person becoming a Subsidiary or of such consolidation, amalgamationor merger; and(o) in addition to Investments permitted by paragraphs (a) through (n) above, additional Investments by the Borrower and the Subsidiaries so long as theaggregate amount invested, loaned or advanced pursuant to this paragraph (o) (determined without regard to any write-downs or write-offs of suchInvestments) does not exceed (x) $5,000,000 plus (y) the Available Amount (subject, in the case of this clause (y), to the absence of any Default and the NetTotal Leverage Ratio not exceeding 2.75:1.00 on a Pro Forma Basis as of the last day of the most recently completed fiscal quarter ending prior to suchtransaction for which the financial statements required by Section 5.04(a) or 5.04(b) have been delivered) in the aggregate.SECTION 6.05. Mergers and Consolidations. Merge into or consolidate with any other Person, or permit any other Person to mergeinto or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all theassets of the Borrower, except that (i) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and becontinuing (x) any Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, and (y) anySubsidiary may merge into or consolidate with any other Subsidiary in a transaction in which the surviving entity is a Subsidiary (provided that if any partyto any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (ii) the Borrower and the Subsidiaries may makePermitted Acquisitions and other Investments permitted by Section 6.04.SECTION 6.06. Dispositions. Dispose of any property or assets, other than:(a) Dispositions of damaged, worn-out, obsolete or surplus equipment and property (including intellectual property no longer material to the business ofthe Borrower or any of the Subsidiaries) no longer used or useful in the business of the Borrower and its Subsidiaries, in each case in the ordinary course ofbusiness;(b) Dispositions of inventory in the ordinary course of business;(c) Dispositions of Permitted Investments; 71(d) Dispositions between and among the Borrower and the Subsidiaries; provided that if the transferor in such a transaction is a Loan Party, then either(x) the transferee must be a Loan Party, (y) the aggregate amount of all Dispositions made pursuant to this clause (d)(y) shall not exceed $2,500,000 in theaggregate, or (z) the portion of any such Disposition made for less than fair market value and any non-cash consideration received in exchange for suchDisposition shall in each case constitute an Investment in such Subsidiary and must be otherwise permitted hereunder;(e) Dispositions among Subsidiaries that are not Loan Parties;(f) the sale of services, or the termination of any contracts, in each case in the ordinary course of business;(g) the granting of Liens permitted by Section 6.02;(h) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with thecompromise or collection thereof;(i) any involuntary loss, damage or destruction of property, or any involuntary condemnation, seizure or taking, by exercise of the power of eminentdomain or otherwise, or confiscation or requisition of use of property;(j) the leasing or subleasing of assets of Borrower or its Subsidiaries in the ordinary course of business;(k) the sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Borrower;(l) (i) the lapse of registered patents, trademarks, copyrights and other intellectual property of Borrower and its Subsidiaries to the extent noteconomically desirable in the conduct of their business or (ii) the abandonment of patents, trademarks, copyrights or other intellectual property rights in theordinary course of business.(m) the making of Restricted Payments that are expressly permitted to be made pursuant to this Agreement;(n) a Carson-Dellosa Drag-Along Sale;(o) Contributions of assets to joint ventures and other dispositions constituting Investments, in each case to the extent permitted under Section 6.04;(p) Dispositions of investments in joint ventures and other non-wholly owned entities to the extent required by, or made pursuant to buy/sellarrangements between the parties set forth in, joint venture arrangements, shareholder agreements, and similar binding arrangements;(q) Dispositions constituting the licensing or cross-licensing of intellectual property in the ordinary course of business;(r) sale leaseback transactions with respect to property having an aggregate fair market value not to exceed $5,000,000; 72(s) Dispositions of the businesses referred to on Schedule 1.01(d); provided that (i) at the time of such Disposition, no Default or Event of Default shallhave occurred and be continuing or would result from such Disposition, (ii) 85% of the aggregate sale price from such disposition shall be paid in cash and(iii) the Net Cash Proceeds of such Dispositions are applied in accordance with Section 2.13(a); and(t) Dispositions not otherwise permitted hereunder; provided that (i) at the time of such Disposition, no Default or Event of Default shall have occurredand be continuing or would result from such Disposition, (ii) not less than seventy-five percent (75%) of the aggregate sale price from such disposition shallbe paid in cash, (iii) the aggregate Net Cash Proceeds of all Dispositions pursuant to this paragraph (t) shall not exceed $15,000,000 in any fiscal year and(iv) all such Dispositions shall be for at least the fair market value of the assets or property subject to such Disposition.SECTION 6.07. Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly,any Restricted Payment, or incur any obligation (contingent or otherwise) to do so; except(i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders;(ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase itsEquity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upontermination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity basedincentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed$1,000,000 in any fiscal year;(iii) Restricted Payments from certain Asset Sale proceeds as contemplated by the second sentence of Section 2.13(a), in an amount not to exceed$50,000,000; and(iv) other Restricted Payments in an amount not to exceed the Available Amount (subject to the absence of any Default and the Net Total LeverageRatio not exceeding 2.50:1.00 on a Pro Forma Basis as of the last day of the most recently completed fiscal quarter ending prior to such transaction forwhich the financial statements required by Section 5.04(a) or 5.04(b) have been delivered).(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of theBorrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Subsidiary to paydividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or toGuarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by lawor by any Loan Document, (B) the foregoing shall not apply to restrictions and conditions existing on the date hereof as set forth on Schedule 6.07(b)(including any extensions or renewals thereof), (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to thesale of a Subsidiary pending such sale; provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permittedhereunder, (D) the foregoing shall not apply to customary provisions in licenses and sub-licenses restricting the assignment thereof, (E) the foregoing 73shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to beincurred hereunder, (F) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtednesspermitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (G) clause (i) of the foregoingshall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (H) the foregoing shall not apply to restrictions andconditions contained in the ABL Facility Documentation; (I) the foregoing shall not apply to any agreement or other instrument of a Person acquired by theBorrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or in connection therewith), whichrestriction or condition is not applicable to any Person or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property orassets of the person and its Subsidiaries, so acquired; (J) the foregoing shall not apply to customary provisions in joint venture agreements, shareholderagreements and similar agreements applicable to joint ventures and other non-wholly owned entities; and (K) the foregoing shall not apply to any restrictions orconditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of thecontracts, instruments or other obligations referred to in clauses (A) through (J) above, provided that the restrictions and conditions contained in suchamendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of theBorrower no more restrictive than those restrictions and conditions in effect immediately prior to such amendment, modification, restatement, renewal,increase, supplement, refunding, replacement or refinancing under the applicable contract, instrument or other obligation.SECTION 6.08. Transactions with Affiliates. Sell or transfer any property or assets to, or purchase or acquire any property or assetsfrom, or otherwise engage in any other transactions with, any of its Affiliates, except:(a) transactions between or among Loan Parties,(b) any Restricted Payment permitted by Section 6.07;(c) any Investment permitted by Section 6.04;(d) any transaction in the ordinary course of business between the Borrower or a Subsidiary and its own employee stock option plan that is approved bythe Borrower or such Subsidiary in good faith;(e) mergers, consolidations, amalgamations, liquidations, dissolutions and transfers of assets permitted by Sections 6.05;(f) the Borrower or any Wholly Owned Subsidiary may engage in transactions with any Wholly Owned Subsidiary that are consistent with pastpractice and that the Borrower determines to be in the best interests of the Borrower and the Subsidiaries to the extent otherwise permitted hereunder;(g) the Borrower or any Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions not less favorable to theBorrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; and(h) any such transaction (or series of related transactions) that has a value of less than $1,000,000. 74SECTION 6.09. Business of the Borrower and Subsidiaries. Engage at any time in any business or business activity other than thebusiness currently conducted by them and business activities reasonably incidental thereto.SECTION 6.10. Other Indebtedness and Agreements. (a) Permit (i) any amendment to the ABL Facility Documentation, except aspermitted by the ABL Intercreditor Agreement, (ii) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument oragreement pursuant to which any Material Indebtedness of the Borrower or any of the Subsidiaries (other than the ABL Facility Documentation) is outstandingif the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or conferadditional material rights on the holder of such Indebtedness in a manner adverse to the Borrower, any of the Subsidiaries or the Lenders or would permitpayment thereunder otherwise prohibited by Section 6.10(b), provided that nothing in this Section 6.10(a) shall prohibit a Permitted Refinancing of anyIndebtedness permitted by Section 6.01, or (iii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating,management or partnership agreement or other organizational documents, to the extent any such waiver, supplement, modification or amendment would beadverse to the Lenders in any material respect.(b) Optionally prepay, redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, anyIndebtedness that is subordinated or secured on a junior-lien basis, or constitutes Permitted Unsecured Debt, except (x) Permitted Refinancings of Indebtednesspermitted by Section 6.01 and (y) in an amount not to exceed the Available Amount (subject to the absence of any Default and the Net Total Leverage Ratio notexceeding 2.75:1.00 on a Pro Forma Basis as of the last day of the most recently completed fiscal quarter ending prior to such transaction for which thefinancial statements required by Section 5.04(a) or 5.04(b) have been delivered); provided that in no event shall this Section 6.10(b) prohibit any prepaymentsof the Indebtedness under the ABL Facility Documentation or, to the extent constituting Indebtedness, payments in respect of the Fee Claim Reserve Amount orthe Delayed Admin Claims.SECTION 6.11. Capital Expenditures. Permit the aggregate amount of Capital Expenditures made by the Borrower and theSubsidiaries in any period set forth below to exceed the amount set forth below for such period: Fiscal YearEnding Amount 2014 $22,000,000 2015 $25,000,000 2016 $25,000,000 2017 $25,000,000 2018 $25,000,000 2019 $25,000,000 75Notwithstanding the foregoing, the amount of permitted Capital Expenditures set forth above shall be increased (but not decreased) in respect of anyfiscal year commencing with the fiscal year ending on April 25, 2015, by (a) the amount of unused permitted Capital Expenditures for the immediatelypreceding fiscal year less (b) an amount equal to unused Capital Expenditures carried forward to such preceding fiscal year.SECTION 6.12. Interest Coverage Ratio. Beginning with the fiscal quarter ending October 26, 2013, permit the Interest Coverage Ratiofor any period of four consecutive fiscal quarters, in each case taken as one accounting period, ending on the last day of a fiscal quarter set forth below to beless than the ratio set forth opposite such fiscal quarter below: Fiscal QuarterEnding in InterestCoverageRatio October 2013 1.75:1.00 January 2014 2.00:1.00 April 2014 2.00:1.00 July 2014 2.45:1.00 October 2014 2.45:1.00 January 2015 2.65:1.00 April 2015 2.65:1.00 July 2015 2.65:1.00 October 2015 2.85:1.00 January 2016 2.85:1.00 April 2016 2.85:1.00 July 2016 and thereafter 3.05:1.00 SECTION 6.13. Maximum Net Total Leverage Ratio. Beginning with the fiscal quarter ending October 26, 2013, permit the Net TotalLeverage Ratio on the last day of a fiscal quarter set forth below to be greater than the ratio set forth opposite such date below: Fiscal QuarterEnding in Net TotalLeverageRatio October 2013 5.65:1.00 January 2014 5.25:1.00 April 2014 5.25:1.00 July 2014 4.90:1.00 October 2014 4.45:1.00 January 2015 4.40:1.00 April 2015 4.40:1.00 July 2015 4.40:1.00 October 2015 4.40:1.00 January 2016 4.40:1.00 April 2016 4.10:1.00 July 2016 4.05:1.00 October 2016 4.05:1.00 January 2017 4.05:1.00 April 2017 and thereafter 3.85:1.00 76SECTION 6.14. Fiscal Year. With respect to the Borrower, change their fiscal year-end to a date other than the last Saturday of eachApril.ARTICLE VIIEvents of DefaultSECTION 7.01. Events of Default. In case of the happening of any of the following events (“Events of Default”):(a) any representation or warranty made or deemed made in or in connection with any Loan Document or the borrowings hereunder, or anyrepresentation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with orpursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;(b) default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due datethereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;(c) default shall be made in the payment of any interest on any Loan or any Fee or any other amount (other than an amount referred to in (b) above) dueunder any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five(5) Business Days;(d) default shall be made in the due observance or performance by the Borrower or any Subsidiary of any covenant, condition or agreement contained inSection 5.01(a), 5.05 or 5.08 or in Article VI.(e) default shall be made in the due observance or performance by the Borrower or any Subsidiary of any covenant, condition or agreement contained inany Loan Document (other than those specified in (b), (c) or (d) above) and such default shall continue unremedied for a period of 30 days after the noticethereof from the Administrative Agent to the Borrower (which notice shall also be given at the request of any Lender);(f) (i) the Borrower or any Subsidiary shall fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness,when and as the same shall become due and payable beyond the period of grace, if any, provided in the instrument or agreement pursuant to which suchIndebtedness was created, or (ii) any other event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity orthat enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any 77trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasancethereof, prior to its scheduled maturity; provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary saleor transfer of the property or assets securing such Indebtedness;(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respectof the Borrower or any Subsidiary, or of a substantial part of the property or assets of the Borrower or a Subsidiary, under Title 11 of the United States Code,as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of areceiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of the property or assetsof the Borrower or a Subsidiary or (iii) the winding-up or liquidation of the Borrower or any Subsidiary; and such proceeding or petition shall continueundismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered, provided that this paragraph (g) shall not apply toany Immaterial Subsidiary;(h) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United StatesCode, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to theinstitution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (g) above, (iii) apply foror consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for asubstantial part of the property or assets of the Borrower or any Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it inany such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay itsdebts as they become due or (vii) take any action for the purpose of effecting any of the foregoing; provided that this paragraph (h) shall not apply to anyImmaterial Subsidiary;(i) one or more judgments (excluding judgments related to the make-whole litigation in the Bankruptcy Proceeding) shall be rendered against theBorrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 45 consecutive days during which executionshall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Borrower or any Subsidiaryto enforce any such judgment and such judgment either (i) is for the payment of money in an aggregate uninsured amount (to the extent not covered byindependent third-party insurance as to which the insurer has been notified of such judgment and does not deny coverage) in excess of $5,000,000 or (ii) is forinjunctive relief and has resulted or could reasonably be expected to result in a Material Adverse Effect;(j) an ERISA Event shall have occurred or is reasonably expected to occur that, when taken either alone or together with all other such ERISA Events,has resulted or could reasonably be expected to result in a Material Adverse Effect;(k) the ABL Intercreditor Agreement, any Guarantee under the Guarantee and Collateral Agreement for any reason shall cease to be in full force and effect(other than in accordance with its terms), or any Guarantor shall deny in writing that it has any further liability under the Guarantee and Collateral Agreement(other than as a result of the discharge of such Guarantor in accordance with the terms of the Loan Documents); 78(l) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Partynot to be, a valid, perfected (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets orproperties covered thereby; or(m) there shall have occurred a Change in Control;then, and in every such event (other than an event with respect to the Borrower described in paragraph (g) or (h) above), and at any time thereafterduring the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either orboth of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwithdue and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and anyunpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable,without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein orin any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower described in paragraph (g) or (h) above, theCommitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accruedFees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, withoutpresentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in anyother Loan Document to the contrary notwithstanding.SECTION 7.02. Application of Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrenceand during the continuance of an Event of Default, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in theorder specified in the Guarantee and Collateral Agreement.SECTION 7.03. Right to Cure. Notwithstanding anything to the contrary contained in Article VII, in the event that the Borrower fails tocomply with the requirements of any Financial Covenant with respect to any fiscal quarter end, from the last day of such fiscal quarter until the expiration ofthe 10th Business Day subsequent to the date the certificate calculating compliance with such Financial Covenant is required to be delivered pursuant toSection 5.04(d), the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash capital contributions in the form ofcommon equity (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) and written notice to theAdministrative Agent, such Financial Covenants for such period shall be recalculated by increasing Consolidated EBITDA by the amount of such CureAmount; provided that (a) in each four-fiscal quarter period, there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (b) theCure Right may be exercised no more than four (4) times during the term of this Agreement, (c) the Cure Amount shall be no greater than the amount requiredfor purposes of curing the non-compliance with such Financial Covenant, (d) the Cure Amount shall be applied solely to determine compliance with theFinancial Covenants in accordance with this Section 7.03, and shall be disregarded for the purpose of determining pricing, financial ratio-based conditions orany baskets with respect to the covenants set forth herein, (e) the Cure Right shall not result in any pro forma reduction of Indebtedness for the purpose ofcalculating the Financial Covenants and (f) the Cure Amount received by the Borrower shall be used to prepay the Term Loans. If, after giving effect to theforegoing recalculations, the Borrower shall be in compliance with the requirements of such Financial Covenant, then the Borrower shall be deemed to havesatisfied the requirements of the Financial Covenants, as of the 79relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of or Defaultwith respect to such Financial Covenant that had occurred shall be deemed cured for purposes of this Agreement. To the extent a fiscal quarter for which suchFinancial Covenant is recalculated as a result of a Cure Right is included in the calculation of a Financial Covenant in a subsequent fiscal period, the CureAmount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period.ARTICLE VIIIThe Administrative Agent and the Collateral AgentSECTION 8.01. Appointment and Authority. Each Lender hereby irrevocably appoints the Administrative Agent and the CollateralAgent (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) its agent, and authorizesthe Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together withsuch actions and powers as are reasonably incidental thereto. The provisions of this Article VIII are solely for the benefit of the Agents and the Lenders, andneither the Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the useof the term “Agent” or “agent” herein or in any other Loan Documents (or any other similar term) with reference to an Agent, is not intended to connote anyfiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of marketcustom, and is intended to create or reflect only an administrative relationship between the contracting parties. Without limiting the generality of the foregoing,the Agents are hereby expressly authorized to (a) execute any and all documents (including releases) with respect to the Collateral and the rights of the SecuredParties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and (b) negotiate, enforceor settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation,enforcement or settlement will be binding upon each Lender.SECTION 8.02. Rights as a Lender. The institution serving as the Administrative Agent and/or the Collateral Agent hereunder shallhave the same rights and powers in its capacity as a Lender as any other Lender, and may exercise the same as though it were not an Agent, and such bankand its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generallyengage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.SECTION 8.03. Exculpatory Provisions. Neither Agent shall have any duties or obligations except those expressly set forth in the LoanDocuments, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) neither Agent shall be subject to anyfiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) neither Agent shall have any dutyto take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent isinstructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances asprovided in Section 9.07), provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agentto liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of theautomatic stay under any Debtor Relief Law and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any 80duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Borrower or any of the Subsidiaries that is communicated to orobtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for anyaction taken or not taken by it with the consent or at the request of the Required Lenders, or such other number or percentage of the Lenders as shall benecessary or as such Agent shall in good faith believe to be necessary under the circumstances as provided in Section 9.07, or in the absence of its own grossnegligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Neither Agent shall be deemed tohave knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neitherAgent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with anyLoan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance orobservance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness orgenuineness of any Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article IV or elsewhere inany Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent or (vi) compliance by Affiliated Lenders with theterms of Section 9.04(h).SECTION 8.04. Reliance by Administrative Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability forrelying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed,sent or otherwise authenticated by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to havebeen made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making ofa Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to suchLender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consultwith legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action takenor not taken by it in accordance with the advice of any such counsel, accountants or experts.SECTION 8.05. Delegation of Duties. Each Agent may perform any and all its duties and exercise its rights and powers by or throughany one or more subagents appointed by it. Each Agent and any such subagent may perform any and all its duties and exercise its rights and powers by orthrough their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such subagent and to the Related Parties ofeach Agent and any such subagent, and shall apply to their respective activities in connection with the syndication of the Credit Facilities as well as activitiesas Agent. No Agent shall be responsible for the negligence or misconduct of any subagents except to the extent that a court of competent jurisdiction determinesin a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such subagents.SECTION 8.06. Resignation of the Administrative Agent. Subject to the appointment and acceptance of a successor Agent as providedbelow, either Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right,in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted suchappointment within 30 days after the retiring Agent gives notice of its resignation, (or such earlier day as shall be agreed by the Required Lenders) (the“Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), 81on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If nosuccessor Agent has been appointed pursuant to the immediately preceding sentence by the Resignation Effective Date, such Agent’s resignation shall becomeeffective and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, ifany, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Upon the acceptance of its appointment asAgent hereunder by a successor, such successor shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent,and the retiring Agent shall be discharged from its duties and obligations hereunder. The Administrative Agent Fees payable by the Borrower to a successorAgent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignationhereunder, the provisions of this Article VIII and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its subagents and their respectiveRelated Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.SECTION 8.07. Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independentlyand without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own creditanalysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any otherLender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or nottaking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.SECTION 8.08. No Other Duties, etc. Notwithstanding any other provision of this Agreement or any provision of any other LoanDocument, the Arranger is named as such for recognition purposes only, and in its capacity as such shall have no duties, responsibilities or liabilities withrespect to this Agreement or any other Loan Document; it being understood and agreed that the Arranger shall be entitled to all indemnification andreimbursement rights in favor of the Agents provided herein and in the other Loan Documents. Without limitation of the foregoing, the Arranger, in its capacityas such shall not, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any otherPerson.SECTION 8.09. Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law, each Agent(irrespective of whether the principal of any Loan or Obligation shall then be due and payable as herein expressed or by declaration or otherwise andirrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in suchproceeding or otherwise:(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligationsthat are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and each Agent(including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, each Agent and their respective agents andcounsel and all other amounts due the Lenders and each Agent under Sections 2.05 and 9.05) allowed in such judicial proceeding; and(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 82and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized byeach Lender to make such payments to such Agent and, in the event that such Agent shall consent to the making of such payments directly to the Lenders, topay to such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of such Agent and its agents and counsel, andany other amounts due such Agent under Sections 2.05 and 9.05.SECTION 8.10. Collateral and Guarantee Matters. (a) The Lenders irrevocably authorize the Collateral Agent, at its option and in itssole discretion:(i) to release any Lien on any property granted to, or held by, the Collateral Agent under any Loan Document (x) on or after the date that theObligations (other than contingent indemnity and expense reimbursement obligations as to which no claim has been made) have been paid in full and theCommitments have been terminated, (y) with respect to any property that is sold or otherwise disposed of or to be sold or otherwise disposed of as partof or in connection with any sale or other disposition permitted under the Loan Documents or (z), if approved, authorized or ratified in writing by theRequired Lenders (or such other number of Lenders as shall be required hereunder);(ii) to subordinate any Lien on any property granted to, or held by, the Collateral Agent under any Loan Document to the holder of any Lien onsuch property that is permitted by Section 6.02(j); and(iii) to release any Subsidiary from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transactionpermitted under the Loan Documents.(b) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing, the Collateral Agent’s authority to release orsubordinate its interest in particular types or items of property, or to release any Subsidiary from its obligations under the Loan Documents pursuant to thisSection 8.10.(c) Except as otherwise expressly set forth herein or in the Guarantee and Collateral Agreement, no Cash Management Bank or Qualified Counterpartythat obtains the benefits of any Guarantee pursuant to the Guarantee and Collateral Agreement or any Collateral by virtue of the provisions hereof or of anySecurity Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document orotherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to theextent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article VIII to the contrary, the Administrative Agent shall notbe required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Cash Management Obligations andobligations with respect to any Secured Hedging Agreement unless the Administrative Agent has received written notice of such obligations, together with suchsupporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Qualified Counterparty, as the case maybe.(d) The Collateral Agent shall not be responsible for, or have a duty to, ascertain or inquire into any representation or warranty regarding the existence,value or collectability of any Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Partyin connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 83SECTION 8.11. Intercreditor Agreements.(a) The Administrative Agent and the Collateral Agent are authorized to enter into the ABL Intercreditor Agreement and the parties hereto acknowledge thatthe ABL Intercreditor Agreement is binding upon them. Each Lender (i) hereby consents to the subordination of the Liens on the Current Asset Collateralsecuring the Obligations on the terms set forth in the ABL Intercreditor Agreement with respect to the parity nature of the Liens on the Collateral, (ii) herebyagrees that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (iii) hereby authorizes and instructsthe Administrative Agent and Collateral Agent to enter into the ABL Intercreditor Agreement and to subject the Liens on the Collateral securing the Obligations tothe provisions thereof.(b) The Administrative Agent and the Collateral Agent are authorized to enter into customary intercreditor agreements in order to subordinate Liensotherwise permitted by Section 6.02 to the Liens granted in favor of the Collateral Agent to secure the Obligations.ARTICLE IXMiscellaneousSECTION 9.01. Notices; Electronic Communications. Except for notices and other communications expressly permitted to be givenby telephone hereunder (and except as provided in this Section 9.01), notices and other communications provided for herein shall be in writing and shall bedelivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:(a) if to the Borrower, to it at School Specialty, Inc., W6313 Design Drive, Greenville, WI 54942, Attention of Michael P. Lavelle (Fax No. 920-882-5863, Email: michael.lavelle@schoolspecialty.com);(b) if to the Administrative Agent, to Credit Suisse AG, Eleven Madison Avenue, New York, NY 10010, Attention of: Sean Portrait, Fax No. 212-322-2291, Email: agency.loanops@credit-suisse.com;(c) if to the Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, New York, NY 10010, Attention of: NirmalaDurgana, Loan Operations – Boutique Management, Telephone No. 212-538-3525, Email: list.ops-collateral@credit-suisse.com; and(d) if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01(a) or in the Assignment and Acceptance pursuant to which such Lendershall have become a party hereto.All notices and other communications given to any party hereto, in accordance with the provisions of this Agreement, shall be deemed to have been givenon the date of receipt if delivered by hand or overnight courier service, or sent by fax or on the date five (5) Business Days after dispatch by certified orregistered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01, or in accordance with thelatest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and theapplicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of theapplicable Person provided from time to time by such Person. 84The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not beenprovided by the Administrative Agent to the Borrower, that it will, and will cause its Subsidiaries to, provide to the Administrative Agent all information,documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V,including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any suchcommunication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount dueunder this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other LoanDocument or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension ofcredit hereunder (all such nonexcluded communications being referred to herein collectively as “Communications”), by transmitting the Communications inan electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by theAdministrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the AdministrativeAgent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by, or onbehalf of, the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronicsystem (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material nonpublic informationwith respect to the Borrower or their respective securities) (each, a “Public Lender”). The Borrower hereby agrees that, at the request of the AdministrativeAgent, (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at aminimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” theBorrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any materialnonpublic information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided that to the extentsuch Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16), (iii) all Borrower Materials marked “PUBLIC” arepermitted to be made available through a portion of the Platform designated as “Public Investor” and (iv) the Administrative Agent shall be entitled to treat anyBorrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.”Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC,” unless the Borrower notifies the AdministrativeAgent in writing (including by email) promptly prior to their intended distribution after the Borrower has had a reasonable opportunity to review the BorrowerMaterials that any such document contains material nonpublic information: (1) the Loan Documents, (2) any notification of changes in the terms of the CreditFacilities and (3) all information delivered pursuant to Section 5.04(a), Section 5.04(b) and Section 5.04(d).Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private SideInformation” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance 85with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference toCommunications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-publicinformation with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATEDPARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM ANDEACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND,EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NONINFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THEADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. INNO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANYLENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDINGDIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OFCOMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN AFINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE ORWILLFUL MISCONDUCT.The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its electronic mail address set forth above shallconstitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of noticeto it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of theCommunications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including byelectronic communication) from time to time of such Lender’s electronic mail address to which the foregoing notice may be sent by electronic transmission andthat the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give anynotice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Borrower herein and inthe certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered tohave been relied upon by the Lenders and shall survive the making by the Lenders of the Loans, regardless of any investigation made by the Lenders or ontheir behalf, 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 payableunder this Agreement or any other Loan Document is outstanding and unpaid and so long as the Commitments have not been terminated. The provisions ofSections 2.14, 2.16, 2.20 and 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, theconsummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity orunenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the AdministrativeAgent, the Collateral Agent or any Lender. 86SECTION 9.03. Binding Effect. Subject to Section 4.01, this Agreement shall become effective when it shall have been executed by theBorrower and the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear thesignatures of each of the other parties hereto.SECTION 9.04. Successors and Assigns.(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of itsrights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transferany of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 9.04(b), (ii) by way of participation inaccordance with the provisions of Section 9.04(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 9.04(e) (andany other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed toconfer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided inSection 9.04(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent and the Lenders)any legal or equitable right, remedy or claim under or by reason of this Agreement.(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees (other than as provided in Sections 9.04(b)(v) and9.04(b)(vi) below) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the timeowing to it); provided that (in each case with respect to any Class) any such assignment shall be subject to the following conditions:(i) Minimum Amounts.(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing toit (in each case with respect to any Class) or contemporaneous assignments to related Approved Funds that equal at least the amount specified inSection 9.04(b)(i)(B) in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amountneed be assigned; and(B) in any case not described in Section 9.04(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes Loansoutstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lendersubject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to theAdministrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of the Trade Date) shall not be less than $1,000,000, unlesseach of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each suchconsent not to be unreasonably withheld or delayed). 87(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rightsand obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lenderfrom assigning all or a portion of its rights and obligations among separate Classes on a non-pro rata basis.(iii) Required Consents. No consent shall be required for any assignment except to the extent required by paragraph Section 9.04(b)(i)(B) and, inaddition:(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Defaultdescribed in Section 7.01(b), 7.01(c), 7.01(g) or 7.01(h) has occurred and is continuing at the time of such assignment, (y) such assignment is to aLender, an Affiliate of a Lender or an Approved Fund or (z) such assignment is in connection with the primary syndication of the Commitment orLoans; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to theAdministrative Agent within five (5) Business Days after having received notice thereof; and(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments inrespect of any Term Loans unless such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund.(iv) Assignment and Assumption. The parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment andAcceptance via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent,manually execute and deliver to the Administrative Agent an Assignment and Acceptance, in each case, together with a processing and recordation fee of$3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive or reduce such processing and recordation fee in the case ofany assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire (in which the assigneeshall designate one or more credit contacts to whom all syndicate level information (which may contain material nonpublic information about the LoanParties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with theassignee’s compliance procedures and applicable laws, including Federal and state securities laws) and all applicable tax forms.(v) No Assignment to Certain Persons. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiariesexcept pursuant to Section 9.04(g) or Section 9.04(h)).(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person.Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified ineach Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment andAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assignedby such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment 88and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shallcontinue to be entitled to the benefits of Sections 2.14, 2.15, 2.16, 2.20 and 9.05, with respect to facts and circumstances occurring prior to the effective dateof such assignment as well as to any Fees accrued for its account and not yet paid. Any assignment or transfer by a Lender of rights or obligations under thisAgreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rightsand obligations in accordance with Section 9.04(d).(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in The City ofNew York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and theCommitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the“Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Collateral Agent and theLenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.The Register shall be available for inspection by the Borrower and any Lender (with respect to any entry relating to such Lender’s Loans), at any reasonabletime and from time to time upon reasonable prior notice.Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an AdministrativeQuestionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to inparagraph (b) above, if applicable, and the written consent of the Administrative Agent and, if required, the Borrower to such assignment and any applicabletax forms, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) promptly record the information contained therein in the Register.No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph.(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations toany Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of suchLender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) suchLender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for theperformance of such obligations and (iii) the Borrower, the Administrative Agent, the Collateral Agent and the other Lenders shall continue to deal solely anddirectly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall beresponsible for the indemnity under Section 9.05(c) with respect to any payments made by such Lender to its Participant(s).Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforcethis Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument mayprovide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following:decreasing any fees payable to such Participant hereunder or the amount of principal of or the rate at which interest is payable on the Loans in which suchParticipant has an interest, or extending any scheduled principal payment date or date fixed for the payment of interest on the Loans in which such Participanthas an interest, increasing or extending the Commitments in which such Participant has an interest or releasing Guarantors (other than in connection 89with the sale of any Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral). The Borrower agrees that eachParticipant shall be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 2.20 (subject to the requirements and limitations therein, including therequirements under Section 2.20 (it being understood that the documentation required under Section 2.20(g) shall be delivered to the participating Lender))) tothe same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.04(b); provided that such Participant (A) agrees to besubject to the provisions of Sections 2.21 as if it were an assignee under Section 9.04(b)) and (B) shall not be entitled to receive any greater payment underSections 2.14, 2.15, 2.16 or 2.20, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent suchentitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender thatsells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions ofSection 2.21 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.06 as though itwere a Lender; provided that such Participant agrees to be subject to Section 2.18 as though it were a Lender. Each Lender that sells a participation shall,acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principalamounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); providedthat no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any informationrelating to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that suchdisclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United StatesTreasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name isrecorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For theavoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secureobligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignmentshall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.(f) Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a specialpurpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, theoption to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to thisAgreement; provided that (1) nothing herein shall constitute a commitment by any SPV to make any Loan and (2) if an SPV elects not to exercise such optionor otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The makingof a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such GrantingLender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability forwhich shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the terminationof this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtednessof any SPV, it will not institute against, or join any other Person in instituting against, such SPV any bankruptcy, 90reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstandinganything to the contrary contained in this Section 9.04, any SPV may (i) with notice to, but without the prior written consent of, the Borrower and theAdministrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to anyfinancial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV tosupport the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic information relating to its Loans to any rating agency,commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV(g) Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Lender may, at any time, assign all or aportion of its Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases; provided that:(i) the Affiliated Lender shall identify itself as an “Affiliated Lender” in the applicable Assignment and Acceptance;(ii) for purposes of any amendment, waiver or modification of this Agreement, or any other Loan Document (including pursuant to Section 9.07),or any vote in connection with any plan of reorganization, the principal amount of all Term Loans (including Incremental Term Loans) held byAffiliated Lenders, to the extent greater than 33.3% of the principal amount of Term Loans voting with respect to such matter, shall be disregarded (in thenumerator as well as the denominator), and such voting exclusion shall be allocated among the Affiliated Lenders on a pro rata basis; and(iii) the aggregate principal amount of Term Loans held at any one time by an Affiliated Lender Group may not exceed 25% of the aggregateoutstanding principal amount of all Term Loans.Each Affiliated Lender that is a Term Lender hereunder agrees to comply with the terms of this Section 9.04(g).(h) Assignments to the Borrower or its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, any Term Lender may, at anytime, assign all or a portion of its Term Loans on a non-pro rata basis to the Borrower or any Subsidiary through Dutch Auctions open to all Term Lenders ona pro rata basis, subject to the following limitations:(i) the Borrower and each Subsidiary (as applicable) shall represent and warrant, or state that it is unable to represent and warrant, as of the dateof any such assignment, that neither it nor any of its respective directors or officers has any material non-public information with respect to theBorrower or the Subsidiaries or any of their respective securities that has not been disclosed to the Term Lenders generally (other than because suchTerm Lenders do not wish to receive material non-public information with respect to the Borrower or the Subsidiaries or any of their respectivesecurities) prior to such date to the extent such information could reasonably be expected to have a material effect upon, or otherwise be material, to suchTerm Lender’s decision to assign Term Loans to the Borrower or such Subsidiary (as applicable); 91(ii) immediately upon the effectiveness of such assignment of Term Loans from a Term Lender to the Borrower or any Subsidiary, such TermLoans and all rights and obligations as a Term Lender related thereto shall, for all purposes under this Agreement, the other Loan Documents andotherwise, be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrower and suchSubsidiary (as applicable) shall neither obtain nor have any rights as a Term Lender hereunder or under the other Loan Documents by virtue of suchassignment;(iii) the Borrower and each Subsidiary shall not use the proceeds of any loans from the ABL Facility for any such assignment; and(iv) no Default or Event of Default shall have occurred and be continuing.SECTION 9.05. Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurredby the Administrative Agent, the Collateral Agent and the Arranger (and each of their respective Affiliates) in connection with the syndication of the CreditFacilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications orwaivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by theAdministrative Agent, the Collateral Agent, the Arranger (and each of their respective Affiliates) or any Lender in connection with the enforcement or protectionof its rights in connection with the Engagement Letter, the Fee Letter, this Agreement and the other Loan Documents or in connection with the Loans madehereunder, including (i) the fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel for the Administrative Agent and the Collateral Agent,and, (ii) in connection with any such enforcement or protection, the fees, charges and disbursements of any other single counsel for the Administrative Agent,the Collateral Agent, the Arranger and the Lenders (and each of their respective Affiliates).(b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender and each Related Party of any of the foregoing Persons(each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities andrelated expenses, including reasonable counsel (which is limited to one firm of counsel for such Indemnitees taken as a whole and, if necessary, a single localcounsel in each appropriate jurisdiction for all such Indemnitees, taken as a whole and, in the case of an actual or perceived conflict of interest where theIndemnitees affected by such conflict inform the Administrative Agent of such conflict and thereafter retain their own counsel, of another firm of counsel) andconsultant or other expert fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as aresult of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance bythe parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (includingthe syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans, (iii) any Environmental Liability related in any way to the Loan Parties, anyof their respective subsidiaries or predecessors or any property currently or formerly owned, leased or operated by the Loan Parties or any of their respectivesubsidiaries or predecessors, including the Mortgaged Properties, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing,whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by the Borrower, any other Loan Party or any of theirrespective Affiliates or any other Person); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarilyfrom (i) the gross negligence, bad faith or willful misconduct of such Indemnitee, (ii) a material breach of such Indemnitee’s funding obligations 92pursuant to Sections 2.01 and 2.02, or (iii) any claims or any litigation or other proceeding that does not involve an act or omission of the Borrower or any ofits Affiliates and is brought by an Indemnitee against another Indemnitee (other than any claim, litigation or other proceeding brought against the Arranger,Administrative Agent or Collateral Agent in its capacity as such). This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes thatrepresent losses, claims, damages, liabilities and related expenses arising from any non-Tax claim.(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, or the Arranger (oreach of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, theCollateral Agent or the Arranger (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that theapplicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; (including any such unpaid amount in respect of a claim assertedby such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurredby or asserted against the Administrative Agent, the Collateral Agent or the Arranger (or each of their respective Affiliates) in its capacity as such. For purposeshereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Term Loans and unused Commitments at thetime.(d) To the extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on anytheory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as aresult of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.(e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, theconsummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity orunenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the AdministrativeAgent, the Collateral Agent or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.SECTION 9.06. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at anytime and from time to time, except to the extent prohibited by law, to set off and apply any and all deposits (general or special, time or demand, provisional orfinal) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of theobligations of the Borrower now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not suchLender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of eachLender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.SECTION 9.07. Waivers; Amendment (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender inexercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of anysuch right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or theexercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and 93under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision ofthis Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effectiveunless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purposefor which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or othercircumstances.(b) No Loan Document or provision thereof may be waived, amended or modified except, in the case of this Agreement, by an agreement or agreementsin writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, by an agreement or agreements in writing enteredinto by the parties thereto with the consent of the Required Lenders, except as provided in clauses (i) through (vi) below. Notwithstanding the foregoing, nosuch agreement shall:(i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest onany Loan, or waive or excuse any such payment or any part thereof or decrease the rate of interest on any Loan, without the prior written consent of eachLender directly adversely affected thereby,(ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent ofsuch Lender (and if there is an increase or extension of a Lender’s Commitment, the prior written consent of the Required Lenders shall also berequired),(iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(a) relating to an assignment or other transfer by theBorrower or any other Loan Party of any of its rights or obligations hereunder or release all or substantially all of the Guarantors (other than inconnection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the priorwritten consent of each Lender,(iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and paymentsdue to Lenders holding Loans or Commitments of one Class differently from the rights of Lenders holding Loans or Commitments of any other Classwithout the prior written consent of (1) Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adverselyaffected Class and (2) the Required Lenders,(v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(f) without the written consent of such SPV; or(vi) reduce the percentage contained in the definition of the term “Required Lenders” or the provision of this Section 9.07 without the priorwritten consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to thisAgreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments on the datehereof); 94provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agenthereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, respectively;(c) The Administrative Agent and the Borrower may amend any Loan Document (i) to correct administrative errors or omissions, or to effectadministrative changes that are not adverse to any Lender, (ii) to make modifications contemplated by Section 2.22 and 2.23 pursuant to an Additional CreditExtension Amendment, (iii) to correct, amend, cure any ambiguity, inconsistency, defect or correct any typographical error or other manifest error in thisAgreement or any other Loan Document, (iv) to comply with local law or advice of local counsel in respect of a Security Document or (v) to cause a SecurityDocument to be consistent with this Agreement and other Loan Documents. Notwithstanding anything to the contrary contained herein, such amendment shallbecome effective without any further consent of any other party to such Loan Document.SECTION 9.08. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable toany Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”),shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding suchLoan or participation in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable inrespect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loanbut were not payable as a result of the operation of this Section 9.08 shall be cumulated and the interest and Charges payable to such Lender in respect of otherLoans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the FederalFunds Effective Rate to the date of repayment, shall have been received by such Lender.SECTION 9.09. Entire Agreement. This Agreement, the Fee Letter and the other Loan Documents constitute the entire contract betweenthe parties relative to the subject matter hereof. Unless otherwise specified therein, any other previous agreement among the parties with respect to the subjectmatter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed orimplied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder and, tothe extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent and the Lenders) any rights, remedies,obligations or liabilities under or by reason of this Agreement or the other Loan Documents.SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY ORINDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTOTHIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION 9.10. 95SECTION 9.11. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Documentshould be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and thereinshall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not inand of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal orunenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceableprovisions.SECTION 9.12. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on differentcounterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective asprovided in Section 9.03. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronictransmission (e.g. “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.SECTION 9.13. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, arenot part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.SECTION 9.14. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN ASEXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATEDTO THIS AGREEMENT OR ANY SUCH OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING INCONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE CONSTRUED IN ACCORDANCE WITHAND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) The Borrower hereby irrevocably and unconditionally agrees that itwill not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against theAdministrative Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document (except as otherwiseexpressly stated therein) or the transactions relating hereto or thereto, in any forum other than any New York State court or Federal court of the United States ofAmerica sitting in the borough of Manhattan in New York City, and any appellate court from any thereof, and each of the parties hereto hereby irrevocablyand unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extentpermitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and maybe 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 theAdministrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other LoanDocuments against the Borrower or its properties in the courts of any jurisdiction.(b) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it maynow or hereafter have to the laying of venue of any suit, action or proceeding arising out of, or relating to, this Agreement or the other Loan Documents in anyNew York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenientforum to the maintenance of such action or proceeding in any such court. 96(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreementwill affect the right of any party to this Agreement to serve process in any other manner permitted by law.SECTION 9.16. Electronic Execution of Assignments. (a) The words “execution,” “signed,” “signature,” and words of like import inany Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of thesame legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extentand as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State ElectronicSignatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.SECTION 9.17. Confidentiality. Each of the Administrative Agent, the Collateral Agent and the Lenders agrees to maintain theconfidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ Related Parties (it being understoodthat the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Informationconfidential), (b) to the extent requested by any regulatory authority or quasi-regulatory authority (such as the National Association of InsuranceCommissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise ofany remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder,(e) to any other party hereto and, subject to an agreement containing provisions no less restrictive than this Section 9.17, to (i) any actual or prospectiveassignee of or Participant in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty(or its advisors) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower or any Subsidiary or any oftheir respective obligations, this Agreement or payments hereunder, (f) with the consent of the Borrower, (g) to the extent such Information (x) becomes publiclyavailable other than as a result of a breach of this Section 9.17, or (y) becomes available to the Administrative Agent, any Lender or any of their selectiveAffiliates on a non-confidential basis from a source other than the Borrower, (h) on a confidential basis to (x) any rating agency in connection with rating theBorrower or its Subsidiaries or the Credit Facilities hereunder or (y) the CUSIP Service Bureau or any similar agency in connection with the issuance andmonitoring of CUSIP numbers with respect to the facilities or (i) market data collectors, similar service providers to the lending industry and service providersto the Administrative Agent in connection with the administration and management of this Agreement and the Loan Documents. For the purposes of thisSection 9.17, “Information” shall mean all information received from the Borrower and related to the Borrower or its business, other than any suchinformation that was available to the Administrative Agent, the Collateral Agent or any Lender on a nonconfidential basis prior to its disclosure by theBorrower; provided that, in the case of Information received from the Borrower after the date hereof, such information is clearly identified at the time ofdelivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.17 shall be considered to havecomplied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Personwould accord its own confidential information. 97SECTION 9.18. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise,for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents (including the exercise of any right of setoff, rights onaccount of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedialprocedures, with respect to any Collateral or any other property of any such Loan Party, unless expressly provided for herein or in any other Loan Document,without the prior written consent of the Administrative Agent. The provisions of this Section 9.18 are for the sole benefit of the Lenders and shall not affordany right to, or constitute a defense available to, any Loan Party.SECTION 9.19. USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender)hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifiesthe Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the AdministrativeAgent, as applicable, to identify the Borrower in accordance with the USA PATRIOT Act.SECTION 9.20. No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of thisparagraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. Each LoanParty agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or otherimplied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties acknowledge andagree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-lengthcommercial transactions between Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leadingthereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliates with respect to thetransactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lenderhas advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Partyexcept the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any LoanParty, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financialadvisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and theprocess leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes afiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.SECTION 9.21. Release of Collateral and Guarantees. (a) All security interests and Liens granted or created under the SecurityDocuments shall automatically terminate when all the Obligations (other than contingent indemnification and expense reimbursement obligations for which noclaim has been made) have been paid in full and the Lenders have no further commitment to lend under this Agreement.(b) A Guarantor shall automatically be released from its obligations under the Security Documents and all security interests and Liens granted in theCollateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which suchGuarantor ceases to be a Guarantor or a Subsidiary; 98(c) (i) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any person that is not the Borroweror a Guarantor, and (ii) upon the effectiveness of any written consent to the release of the security interest or Lien granted under the Security Documents in anyCollateral pursuant to Section 9.07.(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver toany Loan Party, at such Loan Party’s expense, all Uniform Commercial Code termination statements and other documents that such Loan Party shallreasonably request to evidence such termination, release or subordination. Any execution and delivery of documents pursuant to his Section 9.21 shall bewithout recourse to or representation or warranty by the Collateral Agent or any Secured Party. Without limiting the provisions of Section 9.05(a), theBorrower shall reimburse the Collateral Agent upon demand for all reasonable and documented costs and out of pocket expenses, including the reasonable anddocumented fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 9.21. 99IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day andyear first above written. SCHOOL SPECIALTY, INC.,by /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: President and Chief Executive Officer CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, asAdministrative Agent and Collateral Agent,by /s/ William O’Daly Name: William O’Daly Title: Authorized Signatory by /s/ Philipp Horat Name: Philipp Horat Title: Authorized SignatoryCREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, asa Lender,by /s/ William O’Daly Name: William O’Daly Title: Authorized Signatory by /s/ Philipp Horat Name: Philipp Horat Title: Authorized SignatorySchedules to Credit Agreement (Term Loan)Schedule 1.01(a)Guarantors Guarantor Jurisdiction of Organization Type of Organization1. Califone International, Inc. Delaware Corporation2. Childcraft Education Corp. New York Corporation3. ClassroomDirect.com, LLC Delaware Limited LiabilityCompany4. Delta Education, LLC Delaware Limited LiabilityCompany5. Premier Agendas, Inc. Washington Corporation6. Sportime, LLC Delaware Limited LiabilityCompany7. Bird-In-Hand Woodworks, Inc. New Jersey Corporation S-1Schedule 1.01(b)Immaterial Subsidiaries 1.Frey Scientific, Inc. 2.Sax Arts & Crafts, Inc. S-2Schedule 1.01(c)Mortgaged Properties Record Owner AddressSchool Specialty, Inc. 3525 S. Ninth StreetSalina, KS 67401 S-3Schedule 1.01(d)Business Optimization Expenses 1.Disposition of the EPS Literacy and Intervention business line of the Accelerated Learning Group segment (which may include the ThinkMath! productline). 2.Disposition of the Premier Agendas student planner business line of the Accelerated Learning Group segment. 3.Disposition of the business line of the Accelerated Learning Group segment, including brands such as FOSS (Full Option Science System), FreyScientific, Delta Science Modules, Delta Education, CPO Science, Neo/SCI and ThinkMath!. S-4Schedule 2.01(a)Lenders and Commitments Lender Name Commitment AmountCredit Suisse AG $145,000,000 S-5Schedule 3.08Subsidiaries Subsidiary PercentageOwnershipInterest oftheBorrower1. Califone International, Inc. 100%2. Childcraft Education Corp. 100%3. ClassroomDirect.com, LLC 100%4. Delta Education, LLC 100%5. Frey Scientific, Inc. 100%6. Premier Agendas, Inc. 100%7. Sax Arts & Crafts, Inc. 100%8. Sportime, LLC 100%9. Premier School Agendas, Ltd. 100%10. Select Agendas, Corp. 100%11. Bird-In-Hand Woodworks, Inc. 100% S-6Schedule 3.18Insurance Insurer Policy Type Coverage Deductibles Policy #Affiliated FM Property/Equipment $ 435,000,000 $100,000 EM732Endurance American SpecialtyInsurance Company Excess California Earthquake $10,000,000 $100,000 CPN10003743000AGCS Marine InsuranceCompany (Allianz) Ocean Cargo $1,500,000 $2,000 OC 96019100Admiral Insurance Company General Liability $2,000,000 $50,000 CA 000005586-09Sentry Insurance Company Commercial Auto $1,000,000 $1,000 90-04547-03Sentry Insurance Company Workers Compensation $1,000,000 $350,000 90-04547-02 H&&WI 90-04547-01 AllOtherACE American InsuranceCompany Foreign Liability $2,000,000 $1,000 PHFD37930659National Union Fire InsuranceCo. of Pittsburgh (Chartis) Umbrella Liability $25,000,000 $25,000 13273329Federal Insurance Company(Chubb) Excess Liability $25,000,000 $— 7976-73-69Illinois National InsuranceCompany (Chartis) Directors & Officers Liability $10,000,000 $0 Non indemnifiable 01-166-65-19 $500,000 Securities $350,000 All Other Illinois National InsuranceCompany (Chartis) Directors & Officers Liability $10,000,000 $0 Nonindemnifiable Tail Policy $500,000 Securities $350,000 All Other Federal Insurance Company(Chubb) 1st Excess Directors & OfficersLiability $10,000,000 $— 8157-7351Federal Insurance Company(Chubb) 1st Excess Directors & OfficersLiability $10,000,000 $— Tail PolicyAxis Insurance Company 2nd Excess Directors & OfficersLiability $5,000,000 $— MCN762576/01/2012Axis Insurance Company 2nd Excess Directors & OfficersLiability $5,000,000 $— Tail PolicyBeazley Insurance Company 3rd Excess Directors & OfficersLiability $5,000,000 $— V15VK8120401Beazley Insurance Company 3rd Excess Directors & OfficersLiability $5,000,000 $— Tail PolicyTravelers Casualty and SuretyCompany of America Employment Practices Liability $3,000,000 $250,000 105673447 S-7Lloyds of London Media Professional Liability $5,000,000 $50,000 B0180C121619Federal Insurance Company (Chubb) Fiduciary Liability $ 10,000,000 $0 Non indemnifiable 6803-3234 $50,000 Securities $10,000 All Other Federal Insurance Company (Chubb) Fiduciary Liability $10,000,000 $0 Nonindemnifiable Tail Policy $50,000 Securities $10,000 All Other Federal Insurance Company (Chubb) Crime $5,000,000 $100,000 8151-9737U.S. Specialty Ins. Co. (PA) Special Crime $5,000,000 $— U712-85722Berkley Regional Insurance Surety Bonds $30,000,000 $— N/A S-8Schedule 3.19(a)UCC Filing Offices Loan Party Filing Office1. School Specialty, Inc. Delaware2. Califone International, Inc. Delaware3. Childcraft Education Corp. New York4. ClassroomDirect.com, LLC Delaware5. Delta Education, LLC Delaware6. Premier Agendas, Inc. Washington7. Sportime, LLC Delaware8. Bird-In-Hand Woodworks, Inc. New Jersey S-9Schedule 3.19(c)Mortgage Filing OfficesRegister of Deeds, Saline County, Kansas. S-10Schedule 3.20Owned Real Property Record Owner AddressSchool Specialty, Inc. 3525 S. Ninth StreetSalina, KS 67401 S-11Schedule 4.02(a)Local Counsel 1.Dorsey & Whitney LLP 2.Day Pitney LLP 3.Young Conway Stargatt & Taylor, LLP S-12Schedule 5.14Post-Closing Obligations 1.Within 20 days after the Closing Date, each Grantor (as defined in the Guarantee and Collateral Agreement) shall deliver to the Collateral Agent a Noticeof Grant of Security Interest in Copyrights (as defined in the Guarantee and Collateral Agreement) in respect of all Exclusive Copyright Licenses (asdefined in the Guarantee and Collateral Agreement), the schedules thereto setting forth (a) the name and date of and the parties to such ExclusiveCopyright Licenses, and (b) to the extent referenced in such Exclusive Copyright Licenses, the titles and the United States Copyright registrationnumbers of all works of authorship or copyrights that are the subject of such Exclusive Copyright Licenses. 2.Within 5 Business Days (or such later date as the Collateral Agent may agree in its discretion) after the Closing Date, to the extent required by the termsof the Credit Agreement and the Guarantee and Collateral Agreement, each applicable Loan Party shall deliver to the Collateral Agent deposit accountcontrol agreements in form and substance reasonably satisfactory to the Collateral Agent. S-13Schedule 6.01(a)Existing Indebtedness 1.Capital Lease Obligations in respect of lease for the distribution center at 100 Paragon Parkway, Mansfield, OH 44903. 2.Reimbursement obligations in respect of the letter of credit #672484 issued by JPMorgan in favor of Employers Insurance Company of Wausau, datedas of June 1, 2013 and periodically extended with a current outstanding balance of $250,000 and expiring on September 1, 2013 (the “JPM Letter ofCredit”). 3.Reimbursement obligations in respect of the letter of credit #5183 issued by Comerica in favor of DEI SCEP, dated as of September 15, 2010 andperiodically extended with a current outstanding balance of $700,000 and expiring on October 1, 2013 (the “Comerica Letter of Credit”). 4.To the extent constituting Indebtedness, the Prepetition Escrowed Amounts (as defined in the Plan of Reorganization) in an aggregate principal amount of$25,000,000. 5.Indebtedness consisting of the “Covered Letters of Credit” as defined in that certain Standby Letter of Credit, dated as of June 11, 2013, issued byBank of America in favor of Wells Fargo in an aggregate amount of $5,199,700. S-14Schedule 6.02(a)Existing Liens 1.Liens arising in connection with the cash collateralization of the Comerica Letter of Credit. 2.Liens arising in connection with the cash collateralization of the JPM Letter of Credit. 3.Liens arising in connection with the Prepetition Escrowed Amounts (as defined in the Plan of Reorganization) in an aggregate principal amount of$25,000,000. S-15Schedule 6.04(a)Existing Investments 1.35% interest in Carson-Dellosa Publishing, LLC (joint venture). S-16Schedule 6.07(b)Existing Restrictions and ConditionsNone. S-17Exhibit 10.41EXECUTION VERSIONGUARANTEE AND COLLATERAL AGREEMENTdated as ofJune 11, 2013amongSCHOOL SPECIALTY, INC.THE GUARANTORS PARTY HERETOandBANK OF AMERICA, N.A.as AgentTABLE OF CONTENTS PAGE SECTION 1 . Definitions 1 SECTION 2 . Guarantees by Guarantors 9 SECTION 3 . Grant of Transaction Liens 12 SECTION 4 . General Representations and Warranties 14 SECTION 5 . Further Assurances; General Covenants 16 SECTION 6 . Intellectual Property 18 SECTION 7 . Investment Property 19 SECTION 8 . Deposit Accounts 21 SECTION 9 . Commercial Tort Claims 22 SECTION 10 . Transfer of Record Ownership 22 SECTION 11 . Right to Vote Securities; Right to Proceeds of Insurance 23 SECTION 12 . Certain Cash Distributions 23 SECTION 13 . Remedies upon Event of Default 23 SECTION 14 . Application of Proceeds 25 SECTION 15 . Fees and Expenses; Indemnification 25 SECTION 16 . Authority to Administer Collateral 26 SECTION 17 . Limitation on Duty in Respect of Collateral 28 SECTION 18 . General Provisions Concerning the Agent 28 SECTION 19 . Termination of Transaction Liens; Release of Collateral 29 SECTION 20 . Additional Guarantors and Grantors 30 SECTION 21 . Notices 30 SECTION 22 . No Implied Waivers; Remedies Not Exclusive 30 SECTION 23 . Successors and Assigns 30 SECTION 24 . Amendments and Waivers 30 SECTION 25 . Choice of Law 31 SECTION 26 . Waiver of Jury Trial 31 SECTION 27 . Severability 31 SECTION 28 . Intercreditor Agreement 31 SCHEDULES: Schedule 1 Equity Interests in Subsidiaries and Affiliates Owned by Original GrantorsSchedule 2 Other Investment Property Owned by Original GrantorsSchedule 3 Material Commercial Tort ClaimsEXHIBITS: Exhibit A Security Agreement SupplementExhibit B Notice of Grant of Security Interest in CopyrightsExhibit C Notice of Grant of Security Interest in PatentsExhibit D Notice of Grant of Security Interest in TrademarksExhibit E Perfection CertificateExhibit F Issuer Control Agreement iiGUARANTEE AND COLLATERAL AGREEMENTGUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of June 11, 2013, among SCHOOL SPECIALTY, INC., as aBorrower, the other BORROWERS and GUARANTORS party hereto and BANK OF AMERICA, N.A., as Agent.WHEREAS, the Borrowers are entering into the Credit Agreement described in Section 1 hereof, pursuant to which the Borrowers intend to borrowfunds for the purposes set forth therein;WHEREAS, (i) the Borrowers are willing to secure their obligations under the Credit Agreement and (ii) the Borrowers and the Guarantors are willing tosecure their respective Secured Bank Product Obligations by granting Liens on their assets to the Agent as provided in the Security Documents;WHEREAS, the Borrowers are willing to cause certain of their Subsidiaries to guarantee the foregoing obligations of the Borrowers and to secure theirguarantee thereof by granting Liens on their assets to the Agent as provided in the Security Documents;WHEREAS, the Lenders are not willing to make loans under the Credit Agreement, the Issuing Bank is not willing to issue Letters of Credit, and theSecured Bank Product Providers are not willing to provide Bank Products unless (i) the foregoing obligations of the Borrowers and the Guarantors are securedand guaranteed as described above and (ii) each guarantee thereof is secured by Liens on assets of the relevant Guarantor as provided in the SecurityDocuments; andWHEREAS, upon any foreclosure or other enforcement of the Security Documents, the net proceeds of the relevant Collateral are to be received by orpaid over to the Agent and applied as provided herein;NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:SECTION 1. Definitions.(a) Terms Defined in Credit Agreement. Terms defined in the Credit Agreement and not otherwise defined in subsection (b) or (c) of this Section have,as used herein, the respective meanings provided for therein. The rules of construction specified in Section 1.4 of the Credit Agreement also apply to thisAgreement.(b) Terms Defined in UCC. As used herein, each of the following terms has the meaning specified in the UCC: Term UCCAccount 9-102Authenticate 9-102Certificated Security 8-102Chattel Paper 9-102Commercial Tort Claim 9-102Commodity Account 9-102Commodity Customer 9-102Deposit Account 9-102Document 9-102Entitlement Holder 8-102Equipment 9-102Financial Asset 8-102 & 103General Intangibles 9-102Instrument 9-102Inventory 9-102Investment Property 9-102Letter-of-Credit Right 9-102Money 1-201Record 9-102Securities Account 8-501Securities Intermediary 8-102Security 8-102 & 103Security Entitlement 8-102Supporting Obligations 9-102Uncertificated Security 8-102(c) Additional Definitions. The following additional terms, as used herein, have the following meanings:“Agent Professionals” means attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants,turnaround consultants, and other professionals and experts retained by Agent.“Agreement” has the meaning specified in the preamble hereto.“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, anyand all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.“Cash Distributions” means dividends, interest and other distributions and payments (including proceeds of liquidation, sale or other disposition)made or received in cash upon or with respect to any Collateral. 2“Collateral” means all property, whether now owned or hereafter acquired, on which a Lien is granted or purports to be granted to the Agent pursuant tothe Security Documents. When used with respect to a specific Grantor, the term “Collateral” means all its property on which such a Lien is granted orpurports to be granted.“Collateral Accounts” means the Controlled Deposit Accounts and the Controlled Securities Accounts.“Contingent Obligation” means, at any time, any Obligation (or portion thereof) that is contingent in nature at such time, including any Obligation thatis:(i) an obligation under an agreement relating to Secured Bank Product Obligations to make payments that cannot be quantified at such time;(ii) any other obligation (including any guarantee) that is contingent in nature at such time; or(iii) an obligation to provide collateral to secure any of the foregoing types of obligations.“Control” has the meaning specified in UCC Section 8-106, 9-104, 9-105, 9-106 or 9-107, as may be applicable to the relevant Collateral.“Controlled Deposit Account” means a Deposit Account that is subject to a Deposit Account Control Agreement.“Controlled Securities Account” means a Securities Account that (i) is maintained in the name of a Grantor at an office of a Securities Intermediarylocated in the United States and (ii) together with all Financial Assets credited thereto and all related Security Entitlements, is subject to a Securities AccountControl Agreement among such Grantor, the Agent and such Securities Intermediary.“Copyright License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any otherPerson, any right to use, copy, reproduce, distribute, prepare derivative works, display or publish any records or other materials on which a Copyright is inexistence or may come into existence (excluding any Exclusive Copyright License).“Copyrights” means all the following: (i) all copyrights under the laws of the United States or any other country (whether or not the underlying worksof authorship have been published), all registrations and recordings thereof, all copyrightable works of authorship (whether or not published), and allapplications for copyrights under the laws of the United States or any other country, including 3registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any State thereof orany other country or any political subdivision thereof, including those described in Schedule 1 to any Notice of Grant of Security Interest in Copyrights,(ii) all renewals of any of the foregoing, (iii) all claims for, and rights to sue for, past or future infringements of any of the foregoing, and (iv) all income,royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or futureinfringements thereof.“Credit Agreement” means the Loan Agreement dated as of June 11, 2013 among School Specialty, Inc., the other Borrowers and Guarantors partythereto, the Lenders party thereto and Bank of America, N.A., as Agent.“Credit Parties” means the Agent or any other Lender.“Depositary Bank” means a bank at which a Controlled Deposit Account is maintained.“Domestic Subsidiary” means any Subsidiary of any Borrower that is not a Foreign Subsidiary.“Equity Interest” means, with respect to any Person, (a) the Capital Stock of such Person and (b) any Security Entitlement in respect of any CapitalStock of such Person.“Excluded Accounts” means the escrow account holding the Prepetition Escrowed Amounts, the account holding the Fee Claims Reserve Amount andthe ABL DIP Cash Collateral Account.“Excluded Assets” has the meaning specified in Section 3.“Excluded Equity Interests” means (i) any Equity Interests of any Foreign Subsidiary other than a direct Foreign Subsidiary of the Company or aDomestic Subsidiary, (ii) any voting Equity Interests of a direct Foreign Subsidiary of the Company or a Domestic Subsidiary in excess of 65% of the EquityInterests of such Foreign Subsidiary and (iii) any Equity Interests of any Person that is not a direct Subsidiary of the applicable Grantor.“Exclusive Copyright License” means any material agreement now or hereafter in existence granting to any Grantor an exclusive right to use, copy,reproduce, distribute, prepare derivative works, display or publish any materials on which a United States Copyright is in existence or may come intoexistence.“Grantors” means the Borrowers and the Guarantors.“Guarantors” means the Borrowers and each Subsidiary listed on the signature pages hereof under the caption “Guarantors” and each Subsidiary thatshall, at any time after the date hereof, become a “Guarantor” pursuant to Section 20. 4“Intellectual Property” means all intellectual property and similar proprietary property of any Grantor of every kind and nature now owned orhereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietarytechnical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof andrelated documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used inconnection with, any of the foregoing.“Intellectual Property Filing” means (i) with respect to any Patent or Trademark, the filing of the applicable Notice of Grant of Security Interest inPatents or Notice of Grant of Security Interest in Trademarks with the United States Patent and Trademark Office, together with an appropriately completedrecordation form, and (ii) with respect to any Copyright or Exclusive Copyright License, the filing of the applicable Notice of Grant of Security Interest inCopyrights with the United States Copyright Office, together with an appropriately completed recordation form.“Intellectual Property Notice” means a Notice of Grant of Security Interest in Copyrights, a Notice of Grant of Security Interest in Patents or a Noticeof Grant of Security Interest in Trademarks.“Issuer Control Agreement” means an Issuer Control Agreement substantially in the form of Exhibit F (with any changes that the Agent and theBorrower Agent shall have approved).“License” means any Patent License, Trademark License, Copyright License, Exclusive Copyright License or other license or sublicense agreementrelating to Intellectual Property to which any Grantor is a party.“Material Commercial Tort Claim” means a Commercial Tort Claim involving a claim for more than $500,000.“Non-Contingent Obligation” means at any time any Obligation (or portion thereof) that is not a Contingent Obligation at such time.“Notice of Grant of Security Interest in Copyrights” means a Notice of Grant of Security Interest in Copyrights, substantially in the form of ExhibitB (with any changes that the Agent and the Borrower Agent shall have approved), executed and delivered by a Grantor in favor of the Agent for the benefit ofthe Secured Parties. 5“Notice of Grant of Security Interest in Patents” means a Notice of Grant of Security Interest in Copyrights, substantially in the form of Exhibit C(with any changes that the Agent and the Borrower Agent shall have approved), executed and delivered by a Grantor in favor of the Agent for the benefit of theSecured Parties.“Notice of Grant of Security Interest in Trademarks” means a Notice of Grant of Security Interest in Copyrights, substantially in the form ofExhibit D (with any changes that the Agent and the Borrower Agent shall have approved), executed and delivered by a Grantor in favor of the Agent for thebenefit of the Secured Parties.“Obligor” means the obligor with respect to any Obligation.“Original Grantor” means any Grantor that grants a Lien on any of its assets hereunder on the Closing Date.“own” refers to the possession of sufficient rights in property to grant a security interest therein as contemplated by UCC Section 9-203, and “acquire”refers to the acquisition of any such rights.“Patent License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any otherPerson, any right with respect to any Patent or any invention now or hereafter in existence, whether patentable or not, whether a patent or application for patentis in existence on such invention or not, and whether a patent or application for patent on such invention may come into existence or not.“Patents” means (i) all letters patent and design letters patent of the United States or any other country and all applications for letters patent or designletters patent of the United States or any other country, including applications in the United States Patent and Trademark Office or in any similar office oragency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Noticeof Grant of Security Interest in Patents, (ii) all reissues, divisions, continuations, continuations in part, revisions and extensions of any of the foregoing,(iii) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (iv) all income, royalties, damages and payments now orhereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof.“Perfection Certificate” means, with respect to any Grantor, a certificate substantially in the form of Exhibit E (with any changes that the Agent andthe Borrower Agent shall have approved), completed and supplemented with the schedules contemplated thereby to the satisfaction of the Agent, and signed byan officer of such Grantor. 6“Permitted Collateral Liens” means with respect to (a) the Pledged Equity Interests, Liens imposed by law and Liens granted to the Term Loan Agentto secure the Term Loan Facility and Liens in connection with the Prepetition Escrowed Amounts to the extent permitted under the Credit Agreement; (b) theAccounts, (i) Permitted Liens that arise by operation of law and are junior to Agent’s Lien on the ABL Priority Collateral securing the Obligations and (ii) otherPermitted Liens that are junior to Agent’s Lien on any ABL Priority Collateral securing the Obligations pursuant to the Intercreditor Agreement or anotherintercreditor agreement satisfactory to Agent containing terms no less favorable to Lenders in all material respects, taken as a whole, as the terms in theIntercreditor Agreement, and (b) all other Collateral, Permitted Liens.“Pledged”, when used in conjunction with any type of asset, means at any time an asset of such type that is included (or that creates rights that areincluded) in the Collateral at such time. For example, “Pledged Equity Interest” means an Equity Interest that is included in the Collateral at such time.“Proceeds” means all “proceeds” (as defined in Section 9-102 of the UCC) and including, in any event, all proceeds of, and all other profits, products,rents or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or other realization upon,any Collateral, including all claims of the relevant Grantor against third parties for loss of, damage to or destruction of, or for proceeds payable under, orunearned premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or requisition payments with respect to anyCollateral.“Recordable Intellectual Property” means (i) any material Patent issued or applied for issuance with the United States Patent and Trademark Office,(ii) any material Trademark registered or applied for registration with the United States Patent and Trademark Office, (iii) any material Copyright registered orapplied for registration with the United States Copyright Office, and (iv) any Exclusive Copyright License.“Related Parties” means with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents andadvisors of such Person and such Person’s Affiliates.“Release Conditions” means the following conditions for releasing all the Secured Guarantees and terminating all the Transaction Liens:(i) Full Payment of all Non-Contingent Obligations;(ii) no Contingent Obligation (other than contingent indemnification and expense reimbursement obligations which are not due and payable and asto which no claim shall have been asserted) shall remain outstanding; and(iii) receipt by Agent of Cash Collateral or a written agreement, in each case reasonably satisfactory to it, protecting Agent and Lenders from thedishonor or return of any Payment Items previously applied to the Obligations. 7“Secured Agreement”, when used with respect to any Obligation secured hereby, refers collectively to each instrument, agreement or other documentthat sets forth obligations of the Borrowers, obligations of any Subsidiary and/or rights of the holder with respect to such Obligation.“Secured Guarantee” means, with respect to each Guarantor, its guarantee of the Obligations under Section 2 hereof or Section 1 of a SecurityAgreement Supplement.“Secured Parties” means the holders from time to time of the Obligations.“Security Agreement Supplement” means a Security Agreement Supplement, substantially in the form of Exhibit A, signed and delivered to the Agentfor the purpose of adding a Subsidiary as a party hereto pursuant to Section 20 and/or adding additional property to the Collateral.“Security Documents” means this Agreement, the Security Agreement Supplements, the Deposit Account Control Agreements, the Issuer ControlAgreements, the Securities Account Control Agreements, the Intellectual Property Notices and all other supplemental or additional security agreements, controlagreements or similar instruments now or hereafter securing (or given with the intent to secure) any Obligations.“Term Agent” means Credit Suisse AG, as administrative agent and collateral agent, and its successors and assigns in such capacities.“Trademark License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to anyother Person, any right to use any Trademark.“Trademarks” means: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles,service marks, logos, brand names, trade dress, prints and labels on which any of the foregoing have appeared or appear, package and other designs, and allother source or business identifiers, and all general intangibles of like nature, and the rights in any of the foregoing which arise under applicable law, (ii) thegoodwill of the business symbolized thereby or associated with each of them, (iii) all registrations and applications in connection therewith, includingregistrations and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof orany other country or 8any political subdivision thereof, including those described in Schedule 1 to any Notice of Grant of Security Interest in Trademarks, (iv) all renewals of anyof the foregoing, (v) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (vi) all income, royalties, damages andpayments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof.“Transaction Liens” means the Liens granted by the Grantors under the Security Documents.“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect ofperfection or non-perfection or the priority of any Transaction Lien on any Collateral is governed by the Uniform Commercial Code as in effect in ajurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of theprovisions hereof relating to such perfection, effect of perfection or non-perfection or priority.SECTION 2. Guarantees by Guarantors.(a) Secured Guarantees. Each Guarantor unconditionally guarantees the full and punctual payment of each Obligation (other than the Obligations ofsuch Guarantor) when due (whether at stated maturity, upon acceleration or otherwise), which guarantees shall constitute a continuing guarantee of paymentand not of collection. If any Borrower or any other Obligor fails to pay any Obligation punctually when due, each other Guarantor agrees that it will forthwithon demand pay the amount not so paid at the place and in the manner specified in the relevant Secured Agreement.(b) Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and,without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower, any other Guarantor or Obligoror any other Person under any Secured Agreement, by operation of law or otherwise (including by Agent or any Lender);(ii) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or any SecuredAgreement, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; 9(iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower, any otherGuarantor or Obligor or any other Person under any Secured Agreement;(iv) any change in the corporate existence, structure or ownership of any Borrower, any other Guarantor or Obligor or any other Person or any oftheir respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, any other Guarantor orObligor or any other Person or any of their assets or any resulting release or discharge of any obligation of any Borrower, any other Guarantor or Obligoror any other Person under any Secured Agreement;(v) the existence of any claim, set-off or other right that such Guarantor may have at any time against any Borrower, any other Guarantor orObligor, any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions, provided that nothingherein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;(vi) any invalidity or unenforceability relating to or against any Borrower, any other Guarantor or Obligor or any other Person for any reason ofany Secured Agreement, or any provision of Applicable Law or applicable regulation purporting to prohibit the payment of any Obligation by anyBorrower, any other Guarantor or Obligor or any other Person; or(vii) any other act or omission to act or delay of any kind by any Borrower, any other Guarantor or Obligor, any other party to any SecuredAgreement, any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii),constitute a legal or equitable discharge of or defense of a surety or guarantor to any obligation of any Guarantor hereunder.(c) Release of Secured Guarantees. (i) All Secured Guarantees will be released when all Release Conditions are satisfied. If at any time any payment ofa Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of any Borrower, any other Obligor or otherwise, theSecured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time.(ii) In addition, if any Borrower (other than the Company) or Subsidiary Guarantor shall (A) cease to be a Subsidiary of the Company or (B) become anExcluded Subsidiary, in each case as permitted under the Credit Agreement, the Agent, at the request of the Borrower Agent, shall release such Borrower orSubsidiary Guarantor from its Secured Guaranty and its other Obligations under the Loan Documents; 10(iii) Upon any termination of a Secured Guaranty, the Agent will, at the expense of the relevant Borrower or Subsidiary Guarantor, execute and deliver tothe Borrower Agent such documents as it shall reasonably request to evidence the termination thereof.(d) Waiver by Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided forherein, as well as any requirement that at any time any action be taken by any Person against any Borrower, any other Guarantor or Obligor or any otherPerson. Each Guarantor expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compelAgent or Lenders to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance of any Obligations before, or asa condition to, proceeding against such Guarantor. Each Guarantor waives all defenses available to a surety, guarantor or accommodation co-obligor other thanFull Payment of all Obligations and waives, to the maximum extent permitted by law, any right to revoke any guaranty of any Obligations as long as it is aGuarantor.(e) Subrogation. A Guarantor that makes a payment with respect to an Obligation hereunder shall be subrogated to the rights of the payee against theapplicable Borrower or the applicable Obligor with respect to such payment; provided that no Guarantor shall enforce any payment by way of subrogationagainst the applicable Borrower or the applicable Obligor, or by reason of contribution against any other guarantor of such Obligation, until all the ReleaseConditions have been satisfied.(f) Stay of Acceleration. If acceleration of the time for payment of any Obligation by the applicable Borrower or the applicable Obligor is stayed byreason of the insolvency or receivership of the applicable Borrower or the applicable Obligor or otherwise, all Obligations otherwise subject to accelerationunder the terms of any Secured Agreement shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Agent.(g) Right of Set-Off. In addition to any rights and remedies of the Secured Parties provided by law, each Secured Party shall have the right, upon anyamount becoming due and payable by any Guarantor hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate andapply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits,indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured at any time held or owing bysuch Secured Party or any branch or agency thereof to or for the credit or the account of such Guarantor. Each Secured Party agrees to promptly notify suchGuarantor and the Agent after any such setoff and application made by such Secured Party; provided that the failure to give such notice shall not affect thevalidity of such setoff and application. 11(h) Continuing Guarantee. Each Secured Guarantee is a continuing guarantee, shall be binding on the relevant Guarantor and its successors andassigns, and shall be enforceable by the Agent or the Secured Parties. If all or part of any Secured Party’s interest in any Obligation is assigned or otherwisetransferred, the transferor’s rights under each Secured Guarantee, to the extent applicable to the obligation so transferred, shall automatically be transferredwith such obligation.(i) Limitation on Obligations of Subsidiary Guarantor. The obligations of each Subsidiary Guarantor under its Secured Guarantee shall be limited toan aggregate amount equal to the largest amount that would not render such Secured Guarantee subject to avoidance under Section 548 of the BankruptcyCode or any comparable provisions of applicable law.(j) Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of anypayment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has notpaid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2(e). Theprovisions of this Section 2(j) shall in no respect limit the obligations and liabilities of any Guarantor to the Agent and the Secured Parties, and each Guarantorshall remain liable to the Agent and the Secured Parties for the full amount guaranteed by such Guarantor hereunder.SECTION 3. Grant of Transaction Liens. (a) Each Borrower, in order to secure all Obligations, and each Guarantor party hereto, in order to secure allObligations, including its Obligations under its Secured Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in allthe following property of such Borrower or such Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardlessof where located:(i) all Accounts;(ii) all Chattel Paper;(iii) all Money and Deposit Accounts;(iv) all Documents;(v) all Equipment; 12(vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any IntellectualProperty);(vii) all Instruments;(viii) all Inventory;(ix) all Investment Property;(x) the Commercial Tort Claims described in Schedule 3;(xi) all Letter-of-Credit Rights;(xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) ofsuch Grantor pertaining to any of its Collateral;(xiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xii);provided that the following property is excluded from the foregoing security interests (it being understood that such grant will be applicable at such time as anysuch property or assets ceases to constitute Excluded Assets): (A) motor vehicles the perfection of a security interest in which is excluded from the UniformCommercial Code in the relevant jurisdiction, (B) Excluded Equity Interests, (C) any lease, license or other agreement to the extent that a grant of a securityinterest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (other than anyBorrower or Grantor) after giving effect to the applicable anti-assignment provisions of the UCC, (D) any properties and assets with respect to which the Agentdetermines in its good faith judgment that the costs or other consequences of granting or perfecting a security interest therein are excessive in view of thebenefits to be obtained by the Secured Parties, (E) any United States intent-to-use Trademark applications to the extent that, and solely during the period inwhich, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark applications under applicable federallaw, (F) any real property, (G) any letter of credit rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing of such letterof credit for a specified purpose, (H) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in suchlicenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of theUniform Commercial Code, (I) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requiresa consent not obtained of any Governmental Authority pursuant to any applicable 13law or regulation, or is prohibited by, or would constitute a breach or default under or would result in the termination, invalidation or abandonment of orrequires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in thecase of any Investment Property, any applicable shareholder or similar agreement and (J) the Excluded Accounts (the foregoing, collectively, the “ExcludedAssets”), provided that the foregoing limitation in clause (I) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant tothis Agreement in any asset or right to the extent that Sections 9-406 and 9-408 of the Uniform Commercial Code as in effect on the date hereof would permit(and excuse any default or violation resulting therefrom) the creation of a security interest in such asset or right notwithstanding such law or regulation or theprovision of such contract, license, agreement, instrument or other document or shareholder or similar agreement prohibiting the creation of a security interesttherein or shall render such provision unenforceable. Each Grantor shall upon request of the Agent use commercially reasonable efforts to obtain any suchrequired consent that is reasonably obtainable, it being understood and agreed that no Grantor shall be required to obtain any such consent if the Companyreasonably determines in its good faith judgment that the costs of obtaining such consent are excessive in view of the benefits to be obtained by the SecuredParties thereby.(b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes acontinuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right topayment or performance or (y) secures any such Supporting Obligation.(c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect ormodify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith.SECTION 4. General Representations and Warranties. Each Grantor represents and warrants that:(a) Such Grantor (a) is duly organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction of itsorganization or formation, (b) has the requisite power and authority to own and operate its Property, to lease the Property it operates as lessee and to conduct thebusiness in which it is currently engaged as it is currently conducted, (c) is duly qualified as a foreign corporation and in good standing under the laws ofeach jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent that thefailure to so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Applicable Lawexcept to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 14(b) With respect to each Original Grantor, Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates of such Grantor owned by such Grantor asof the Closing Date. Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person).(c) With respect to each Original Grantor, Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Grantor (except for Excluded EquityInterests and Securities evidencing Equity Interests in Subsidiaries and Affiliates of such Grantor) and (ii) all Securities Accounts (other than any one or moreSecurities Accounts comprising Financial Assets of less than $250,000 in the aggregate) to which Financial Assets are credited in respect of which suchGrantor owns Security Entitlements.(d) As of the Closing Date, such Grantor owns no Commodity Account in respect of which such Grantor is the Commodity Customer.(e) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) Permitted Collateral Liens, (ii) any Lienspermitted by the Term Loan Facility and any other Permitted First Lien Debt; and (iii) any liens imposed by law. All shares of capital stock included in suchPledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized andvalidly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of anyPerson.(f) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of anyLien other than Permitted Collateral Liens.(g) Such Grantor has not performed any acts that are reasonably likely to prevent the Agent from enforcing any of the provisions of the SecurityDocuments or that would limit the Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document orinstrument covering all or part of the Collateral owned by such Grantor is on file or of record in any jurisdiction in which such filing or recording would beeffective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect toPermitted Collateral Liens. After the Closing Date, no Collateral owned by such Grantor will be in the possession or under the Control of any other Personhaving a claim thereto or security interest therein, other than a Permitted Collateral Lien.(h) The Transaction Liens on all Collateral owned by such Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the 15Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Obligations,including the Obligations under its Secured Guarantee, as the case may be.(i) Such Grantor has delivered a Perfection Certificate to the Agent. With respect to each Original Grantor, information set forth therein is correct andcomplete, in all material respects, as of the Closing Date.(j) When UCC financing statements describing the Collateral as “all assets” or “all personal property now existing or hereinafter acquired” or otherwords to that effect have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in theCollateral owned by such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights ofothers therein except Permitted Collateral Liens. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filingshave been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 6(a)), theTransaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extentthat security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Collateral Liens. Except for(x) the filing of such UCC financing statements, (y) such Intellectual Property Filings, and (z) additional Intellectual Property Filings that may be necessary toperfect the Transaction Liens with respect to such Grantor’s Patents, Trademarks and Copyrights that do not constitute Recordable Intellectual Property, noregistration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the SecurityDocuments or is necessary for the validity or enforceability thereof or for the perfection (other than in respect of deposit accounts) or due recordation of theTransaction Liens or for the enforcement of the Transaction Liens. Notwithstanding anything herein to the contrary, no Grantor shall take any action to perfectany security interest in any part of the Collateral under the laws of any jurisdiction outside of the United States of America.(k) Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paperpurchased or otherwise acquired by it, as against its assignors and creditors of its assignors, except with respect to actions not required to be taken until aspecified period after the Closing Date.SECTION 5. Further Assurances; General Covenants. Each Grantor covenants as follows:(a) Such Grantor will, from time to time, at the Borrowers’ expense, execute, deliver, file and record any statement, assignment, instrument, document, 16agreement or other paper and take any other action (including any Intellectual Property Filing but solely with respect to Recordable Intellectual Property)) thatfrom time to time may be necessary or desirable, or that the Agent may reasonably request, in order to:(i) create, preserve, perfect, confirm or validate the Transaction Liens on such Grantor’s Collateral;(ii) in the case of (a) Pledged Deposit Accounts, Pledged Investment Property and lockboxes associated with any Pledged Deposit Account orPledged Securities Accounts, in each case, (x) to which Cash Collateral is deposited or (y) which is required to be maintained as a Dominion Accountpursuant to Section 8.2.4 of the Credit Agreement and (b) upon the occurrence and during the continuance of an Event of Default, Pledged Letter-of-Credit Rights, cause the Agent to have Control thereof (or, solely in the case of lockboxes, control thereof);(iii) enable the Agent and the other Secured Parties to obtain the full benefits of the Security Documents; or(iv) enable the Agent to exercise and enforce any of its rights, powers and remedies with respect to any of such Grantor’s Collateral.Such Grantor authorizes the Agent to execute and file such financing statements or continuation statements in such jurisdictions with such descriptionsof collateral (including “all assets” or “all personal property now existing or hereinafter acquired” or other words to that effect) and other information set forththerein as the Agent may deem necessary or desirable for the purposes set forth in the preceding sentence. Each Grantor also ratifies its authorization for theAgent to file in any such jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Agent is further authorized tofile with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary oradvisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests granted by each Grantor, without the signature ofany Grantor, and naming any Grantor or the Grantors as debtors and the Agent as secured party. The Borrowers will pay the costs of, or reasonably incidentalto, any Intellectual Property Filings and any recording or filing of any financing or continuation statements or other documents recorded or filed pursuanthereto.(b) Such Grantor shall furnish to the Agent 10 Business Days (or such shorter period as Agent may agree) prior written notice of any change (1) in itsname, (2) in its jurisdiction of organization or formation, (3) in its identity or corporate structure or (4) in its federal taxpayer identification number. SuchGrantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code 17or otherwise that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all theCollateral under the Loan Documents.(c) If any of its Collateral is in the possession or control of a warehouseman, bailee or agent at any time, such Grantor will, upon the request of theAgent: (i) notify such warehouseman, bailee or agent of the relevant Transaction Liens, (ii) instruct such warehouseman, bailee or agent to hold all suchCollateral for the Agent’s account subject to the Agent’s instructions (which shall permit such Collateral to be removed by such Grantor in the ordinary courseof business until the Agent notifies such warehouseman, bailee or agent that an Event of Default has occurred and is continuing), (iii) cause suchwarehouseman, bailee or agent to Authenticate a Record acknowledging that it holds possession of such Collateral for the Agent’s benefit and (iv) make suchAuthenticated Record available to the Agent.(d) Such Grantor will promptly upon request, provide to the Agent all information and evidence concerning such Grantor’s Collateral that the Agent mayreasonably request from time to time to enable it to enforce the provisions of the Security Documents.(f) Except as permitted under the Credit Agreement, each Grantor shall defend its title to Collateral and the Agent’s Liens therein against all Persons,claims and demands, except Permitted Collateral Liens.SECTION 6. Intellectual Property. Each Grantor covenants as follows:(a) On the Closing Date (in the case of an Original Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in thecase of any other Grantor), such Grantor will sign and deliver to the Agent Intellectual Property Notices with respect to all Recordable Intellectual Property thenowned by it; provided that the Original Grantors shall only be required to deliver Intellectual Property Notices with respect to Exclusive Copyright Licensesincluded in the Recordable Intellectual Property by the date specified for the delivery thereof in Schedule 10.1.15 to the Credit Agreement. Within 45 calendardays after the last day of each fiscal quarter thereafter, it will sign and deliver to the Agent an appropriate Intellectual Property Notice covering any RecordableIntellectual Property owned by it on the last day of such fiscal quarter that is not covered by any previous Intellectual Property Notice so signed and deliveredby it. In each case, it will, within 45 calendar days after the last day of each such fiscal quarter, make all Intellectual Property Filings necessary to record theTransaction Liens on such Recordable Intellectual Property.(b) Such Grantor will notify the Agent within 45 days after the last day of the fiscal quarter in which it learns that any application or registration relatingto any Intellectual Property owned by it may become abandoned, or of any 18adverse, final and non-appealable determination (including any final, non-appealable adverse determination in the United States Copyright Office, the UnitedStates Patent and Trademark Office or any court) regarding such Grantor’s ownership of such Intellectual Property, its right to register or patent the same, orits right to keep and maintain the same, in each case of the foregoing, except to the extent that the loss of such Intellectual Property would not reasonably beexpected to have a Material Adverse Effect. If any of such Grantor’s rights to any Intellectual Property are materially infringed or misappropriated by a thirdparty and such infringement or misappropriation would be reasonably expected to have a Material Adverse Effect, such Grantor will notify the Agent within45 calendar days after it learns thereof and will, unless such Grantor shall reasonably determine that such action would be of negligible value, economic orotherwise, promptly take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.(c) Upon the occurrence and during the continuance of an Event of Default, each Grantor shall, upon the request of the Agent therefor, use itscommercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Exclusive Copyright License and each material CopyrightLicense, Patent License and Trademark License under which such Grantor is the licensee to effect the assignment of all such Grantor’s right, title and interestthereunder to the Agent, for the ratable benefit of the Secured Parties, or its designee.SECTION 7. Investment Property. Each Grantor represents, warrants and covenants as follows:(a) Certificated Securities. On the Closing Date (in the case of an Original Grantor) or the date on which it signs and delivers its first SecurityAgreement Supplement (in the case of any other Grantor), such Grantor will deliver to the Agent as Collateral hereunder all certificates representing PledgedCertificated Securities then owned by such Grantor. Thereafter, whenever such Grantor acquires any other certificate representing a Pledged CertificatedSecurity, such Grantor will promptly (and in any event within 10 Business Days) deliver such certificate to the Agent as Collateral hereunder. The provisionsof this subsection are subject to the limitation in Section 7(j) in the case of voting Equity Interests in a Foreign Subsidiary.(b) [Reserved.](c) Security Entitlements. On the Closing Date (in the case of an Original Grantor) or the date on which it signs and delivers its first Security AgreementSupplement (in the case of any other Grantor), such Grantor will, with respect to each Security Entitlement then owned by it with respect to Financial Assetscredited to either (i) a Securities Account containing Cash Collateral and (ii) any Securities Account which is required to be maintained as a Dominion 19Account pursuant to Section 8.2.4 of the Credit Agreement, enter into (and cause the relevant Securities Intermediary to enter into) a Securities Account ControlAgreement in respect of such Security Entitlement and the Securities Account to which the underlying Financial Asset is credited and will deliver suchSecurities Account Control Agreement to the Agent (which shall enter into the same). Thereafter, whenever such Grantor acquires any other SecurityEntitlement with respect to Financial Assets credited to either (i) a Securities Account containing Cash Collateral or (ii) any Securities Account which isrequired to be maintained as a Dominion Account pursuant to Section 8.2.4 of the Credit Agreement, promptly (and in any event within 10 Business Days)cause the underlying Financial Asset to be credited to a Controlled Securities Account.(d) Perfection as to Certificated Securities. Subject to Section 28 hereof, when such Grantor delivers the certificate representing any PledgedCertificated Security owned by it to the Agent and complies with Section 7(h) in connection with such delivery, (i) the Transaction Lien on such PledgedCertificated Security will be perfected, subject to no prior Liens or rights of others (other than Permitted Collateral Liens), (ii) the Agent will have Control ofsuch Pledged Certificated Security and (iii) assuming the Agent does not have notice of any adverse claim to such Perfected Certificated Security (it beingunderstood and agreed that as of the Closing Date, the Agent does not have notice of any adverse claim to such Perfected Certificated Security other than TermAgent’s claim under the Security Documents (as defined in the Term Loan Agreement)), the Agent will be a protected purchaser (within the meaning of UCCSection 8-303) thereof.(e) [Reserved.](f) Perfection as to Security Entitlements. So long as the Financial Asset underlying any Security Entitlement owned by such Grantor is credited to aControlled Securities Account, (i) the Transaction Lien on such Security Entitlement will be perfected, subject to no prior Liens or rights of others (exceptLiens and rights of the relevant Securities Intermediary that are Permitted Collateral Liens), (ii) the Agent will have Control of such Security Entitlement and(iii) assuming the Agent acquires its Security Entitlement with respect thereto without notice of any adverse claim thereto (it being understood and agreed that asof the Closing Date, the Agent does not have notice of any adverse claim to such Security Entitlement), no action based on an adverse claim to such SecurityEntitlement or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against theAgent or any other Secured Party.(g) Agreement as to Applicable Jurisdiction. In respect of all Security Entitlements owned by such Grantor, and all Pledged Securities Accounts towhich the related Financial Assets are credited, the related Securities Account Control Agreement will provide that the Securities Intermediary’s jurisdiction(determined as provided in UCC Section 8-110(e)) will at all times be located in the United States. 20(h) Delivery of Pledged Certificates. All certificates representing Pledged Certificated Securities, when delivered to the Agent, will be in suitable form fortransfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in formand substance reasonably satisfactory to the Agent.(i) Communications. Upon the reasonable request of the Agent, each Grantor will promptly give to the Agent copies of any notices and othercommunications received by it with respect to (i) Pledged Securities registered in the name of such Grantor or its nominee and (ii) Pledged Security Entitlementsas to which such Grantor is the Entitlement Holder; provided that, with respect to any such notice or other communication that could reasonably be expectedto adversely affect the security interest of the Agent in such Pledged Securities or Pledged Securities Entitlements granted hereunder or the perfection thereof, theAgent shall be deemed to have made such request on the last day of each fiscal quarter of the Company.(j) Foreign Subsidiaries. A Grantor will not be obligated to comply with the provisions of this Section at any time with respect to any voting EquityInterest in a Foreign Subsidiary if and to the extent (but only to the extent) that such voting Equity Interest is excluded from the Transaction Liens at such timepursuant to the definition of “Excluded Equity Interests” and/or the comparable provisions of one or more Security Agreement Supplements.(k) Certification of Limited Liability Company and Partnership Interests. Any limited liability company and any partnership controlled by anyGrantor shall either (a) not include in its operative documents any provision that any Equity Interests in such limited liability company or such partnership bea “security” as defined under Article 8 of the Uniform Commercial Code, or (b) certificate any Equity Interests in any such limited liability company or suchpartnership. To the extent an interest in any limited liability company or partnership controlled by any Grantor and pledged hereunder is certificated orbecomes certificated, each such certificate shall be delivered to the Agent pursuant to Section 7(a) and such Grantor shall fulfill all other requirements underSection 7 applicable in respect thereof.SECTION 8. Deposit Accounts. Each Grantor represents, warrants and covenants as follows:(a) All cash owned by such Grantor shall be deposited, upon or promptly after receipt thereof, in one or more Controlled Deposit Accounts or an accountthat would be not be required to be maintained as a Dominion Account pursuant to Section 8.2.4 of the Credit Agreement immediately after such deposit. 21(b) In respect of each Controlled Deposit Account, the related Deposit Account Control Agreement will provide that the Depositary Bank’s jurisdiction(determined as provided in UCC Section 9-304) will at all times be a jurisdiction in which Article 9 of the Uniform Commercial Code is in effect.(c) So long as the Agent has Control of a Controlled Deposit Account, the Transaction Lien on such Controlled Deposit Account will be perfected,subject to no prior Liens or rights of others (except (x) the Depositary Bank’s right to deduct its normal operating charges and any uncollected fundspreviously credited thereto, (y) Permitted Collateral Liens and (z) as provided in the Intercreditor Agreement).SECTION 9. Commercial Tort Claims. Each Grantor represents, warrants and covenants as follows:(a) In the case of an Original Grantor, Schedule 3 accurately describes, with the specificity required to satisfy Official Comment 5 to UCC Section 9-108, each Material Commercial Tort Claim with respect to which such Original Grantor is the claimant as of the Closing Date. In the case of any otherGrantor, Schedule 3 to its first Security Agreement Supplement will accurately describe, with the specificity required to satisfy said Official Comment 5, eachMaterial Commercial Tort Claim with respect to which such Grantor is the claimant as of the date on which it signs and delivers such Security AgreementSupplement.(b) If any Grantor acquires a Material Commercial Tort Claim after the Closing Date (in the case of an Original Grantor) or the date on which it signsand delivers its first Security Agreement Supplement (in the case of any other Grantor), such Grantor will promptly (and in any event within 10 BusinessDays) sign and deliver to the Agent a Security Agreement Supplement granting a security interest in such Commercial Tort Claim (which shall be describedtherein with the specificity required to satisfy said Official Comment 5) to the Agent for the benefit of the Secured Parties.SECTION 10. Transfer of Record Ownership. At any time when an Event of Default shall have occurred and be continuing, the Agent may (and to theextent that action by it is required, the relevant Grantor, if directed to do so by the Agent, will as promptly as practicable) cause each of the Pledged Securities(or any portion thereof specified in such direction) to be transferred of record into the name of the Agent or its nominee. Each Grantor will take any and allactions reasonably requested by the Agent to facilitate compliance with this Section. If the provisions of this Section are implemented, Error! Referencesource not found. shall not thereafter apply to any Pledged Security that is registered in the name of the Agent or its nominee. The Agent will promptly give tothe relevant Grantor copies of any notices and other communications received by the Agent with respect to Pledged Securities registered in the name of the Agentor its nominee. 22SECTION 11. Right to Vote Securities; Right to Proceeds of Insurance. (a) Unless an Event of Default shall have occurred and be continuing, eachGrantor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and theFinancial Asset underlying any Pledged Security Entitlement owned by it, and the Agent will, upon receiving a written request from such Grantor, deliver tosuch Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security thatis registered in the name of the Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holder, ineach case as shall be specified in such request and be in form and substance satisfactory to the Agent.(b) If an Event of Default shall have occurred and be continuing, upon written notice thereof to the Borrower Agent, the Agent shall have the exclusiveright to the extent permitted by law to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged InvestmentProperty, the other Pledged Equity Interests and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if theAgent were the absolute and sole owner thereof, and each Grantor shall take all such action as the Agent may reasonably request from time to time to give effectto such right.SECTION 12. Certain Cash Distributions. Cash Distributions with respect to assets held in a Collateral Account shall be deposited and held therein,or withdrawn therefrom, as provided herein and in the Credit Agreement. Funds held in any Collateral Account (other than any Cash Collateral Account) may,until withdrawn, be invested and reinvested in such Cash Equivalents as the relevant Grantor shall request from time to time; provided that if a CashDominion Trigger Period or an Event of Default shall have occurred and be continuing, the Agent may select such Cash Equivalents.SECTION 13. Remedies upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Agent may exercise (or cause itssub-agents to exercise) any or all of the remedies available to it (or to such sub-agents) under the Loan Documents.(b) Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Agent may exercise on behalf of theSecured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) with respect to anyCollateral and, in addition, the Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisionsof law, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at anyof the Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such 23time or times and at such price or prices and upon such other terms as the Agent may deem commercially reasonable, irrespective of the impact of any suchsales on the market price of the Collateral. To the maximum extent permitted by applicable law, any Secured Party may be the purchaser of any or all of theCollateral at any such sale and the Agent (as administrative agent for and representative of the Secured Parties), for the purpose of bidding and makingsettlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, shall be entitled to use and apply all of anypart of the Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Agent (includingpursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be a sufficientdischarge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any partof the purchase money paid to the Agent or such officer or be answerable in any way for the misapplication thereof. Each purchaser at any such sale shall holdthe property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rightsof redemption, stay or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. TheAgent shall not be obliged to make any sale of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale fromtime 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 soadjourned. To the maximum extent permitted by law, each Grantor hereby waives any claim against any Secured Party arising because the price at which anyCollateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Agent accepts the firstoffer received and does not offer such Collateral to more than one offeree. The Agent may disclaim any warranty, as to title or as to any other matter, inconnection with such sale or other disposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such sale or otherdisposition.(c) If the Agent sells any of the Collateral upon credit, the Grantors will be credited only with payment actually made by the purchaser, received by theAgent and applied in accordance with Section 14 hereof. In the event the purchaser fails to pay for the Collateral, the Agent may resell the same, subject to thesame rights and duties set forth herein.(d) Notice of any such sale or other disposition shall be given as required by Applicable Law. Each Grantor hereby agrees that 10 days’ written notice ofany proposed sale or other disposition of Collateral by Agent shall be reasonable.(e) For the purpose of enabling the Agent to exercise rights and remedies under this Agreement at such time as the Agent shall be lawfully 24entitled to exercise such rights and remedies, each Grantor hereby grants to the Agent a license (exercisable without payment of royalty or other compensation tothe Grantors and subject to any prior rights granted by such Grantor to third parties), to use, license or sublicense any of the Collateral consisting ofIntellectual Property now owned or hereafter acquired by such Grantor, and including in such license access to all media in which any of the licensed itemsmay be recorded or stored and to all computer software and programs (solely to the extent permitted by the relevant licenses therefor) used for the compilation orprintout thereof; provided, however, that any trademarks or service marks licensed pursuant to the foregoing may be used only in connection with goods andservices of similar type and similar or greater quality than those theretofore sold by such Grantor under such trademark or service mark. The use of suchlicense by the Agent may be exercised only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license orsublicense entered into by the Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.SECTION 14. Application of Proceeds. Subject to the terms of the Intercreditor Agreement, (a) if an Event of Default shall have occurred and becontinuing, the Agent may apply (i) any cash held in the Collateral Accounts and (ii) the proceeds of any sale or other disposition of all or any part of theCollateral to the Obligations, which application shall be made in accordance with Section 5.5.2 of the Credit Agreement.(b) In making the payments and allocations required by this Section, the Agent may rely upon information supplied to it pursuant to Section 18(c). Alldistributions made by the Agent pursuant to this Section shall be final (except in the event of manifest error) and the Agent shall have no duty to inquire as tothe application by any Secured Party of any amount distributed to it.SECTION 15. Fees and Expenses; Indemnification. (a) All expenses of protecting, storing, warehousing, insuring, handling, maintaining andshipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent toany Person to realize upon any Collateral, shall be borne and paid by the Grantors. The Borrowers will forthwith upon demand pay to the Agent:(i) the amount of any taxes that the Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from anyother Lien thereon;(ii) the amount of any reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation,execution and administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any otherdocuments prepared in connection herewith or 25therewith, and the consummation and administration of the Transactions, including, without limitation, the reasonable fees, charges and disbursementsof a single counsel to the Agent and Lenders (which shall be selected by the Agent) and, if applicable, one special or local counsel in each applicablejurisdiction, as appropriate and, in the case of a conflict of interest, Secured Parties may engage and be reimbursed for additional counsel; and(iii) the amount required to pay or reimburse each Secured Party, the Agent and each Lead Arranger for all its reasonable costs and expensesincurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents, including,without limitation, the fees and disbursements of one counsel selected by the Agent and, at any time after and during the continuance of an Event ofDefault, of one counsel to the Lenders and, if applicable, special or local counsel in each applicable jurisdiction, as appropriate, and, in the case of aconflict of interest, Secured Parties may engage and be reimbursed for additional counsel, as appropriate.Any such amount not paid to the Agent on demand will bear interest for each day thereafter until paid at the Default Rate.(b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the SecurityDocuments, the Borrowers will pay such tax and provide any required tax stamps to the Agent or as otherwise required by law.(c) The Borrowers shall indemnify each of the Secured Parties, their respective affiliates and the respective directors, officers, agents and employees ofthe foregoing (each an “Indemnitee”) in accordance with Section 14.2 of the Credit Agreement.SECTION 16. Authority to Administer Collateral. Each Grantor irrevocably appoints the Agent (and all Persons designated by the Agent) as its trueand lawful attorney (and agent in fact), with full power of substitution, in its name or in the name of such Grantor, any Secured Party or otherwise, for thesole use and benefit of the Secured Parties, but at the Borrowers’ sole cost and expense, to the extent permitted by law and without notice, to exercise, at anytime and from time to time, all or any of the following powers with respect to all or any of such Grantor’s Collateral:(i) endorse a Grantor’s name on any proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; or(ii) during the continuance of any Event of Default:(A) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings orotherwise, and generally exercise any rights and remedies with respect to Accounts; 26(B) demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,(C) settle, adjust, modify, compromise, compound, discharge, release, prosecute or defend any Accounts or other Collateral or any actionor proceeding with respect thereto,(D) collect, liquidate and receive balances in Pledged Deposit Accounts or Pledged Securities Accounts, and take control, in any manner, ofproceeds of Collateral;(E) prepare, file and sign a Grantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice,assignment or satisfaction of Lien or similar document;(F) receive, open and dispose of mail addressed to a Grantor, and notify postal authorities to deliver any such mail to an address designatedby Agent;(G) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Inventory orother Collateral;(H) use a Grantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors;(I) use information contained in any data processing, electronic or information systems relating to Collateral;(J) make and adjust claims under insurance policies;(K) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or otherinstrument for which a Grantor is a beneficiary;(L) sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Agent were theabsolute owner thereof, 27(M) extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; and(N) take all other actions as Agent deems appropriate to fulfill any Grantor’s obligations under the Loan Documents.SECTION 17. Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, the Agentwill have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to thepreservation of rights against prior parties or any other rights pertaining thereto. The Agent will be deemed to have exercised reasonable care in the custody andpreservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property,and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission ofany sub-agent or bailee selected by the Agent in good faith, except to the extent that such liability arises from the Agent’s gross negligence or willful misconduct.SECTION 18. General Provisions Concerning the Agent.(a) The Agent. The provisions of Section 12 of the Credit Agreement shall inure to the benefit of the Agent, and shall be binding upon all Grantors andall Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) the Agent shall notbe subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Agent shall not have anyduty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the SecurityDocuments that the Agent is required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessaryunder the circumstances as provided in Section 14.1 of the Credit Agreement), and (iii) except as expressly set forth in the Loan Documents, the Agent shallnot have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Grantor that is communicated to or obtainedby the bank serving as Agent or any of its Affiliates in any capacity. The Agent shall not be responsible for the existence, genuineness or value of anyCollateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action oromission to act on its part under the Security Documents. The Agent shall not be liable for any action taken or not taken by it with the consent or at the requestof the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 14.1 of theCredit Agreement) or in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Event ofDefault unless and until written notice thereof is given to the Agent by the Borrowers or a Secured Party. 28(b) Sub-Agents and Related Parties. The Agent may perform any and all its duties and exercise its rights and powers by or through any one or moreemployees and sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powersthrough their respective Related Parties. Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protectedin any action taken in good faith reliance upon, any advice given by an Agent Professional. The exculpatory provisions of Section 17 and this Section shallapply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with thesyndication of the credit facilities as well as activities of the Agent. Agent shall not be responsible for the negligence or misconduct of any agents, employees orAgent Professionals selected by it with reasonable care.(c) Information as to Obligations and Actions by Secured Parties. For all purposes of the Security Documents, including determining the amounts ofthe Obligations and whether an Obligation is a Contingent Obligation or not, or whether any action has been taken under any Secured Agreement, the Agentwill be entitled to rely on information from (i) its own records for information as to the Credit Parties, their Obligations and actions taken by them, (ii) anySecured Party for information as to its Obligations and actions taken by it, to the extent that the Agent has not obtained such information from its own records,and (iii) the Borrowers, to the extent that the Agent has not obtained information from the foregoing sources.(d) Refusal to Act. The Agent may refuse to act on any notice, consent, direction or instruction from any Secured Parties or any agent, trustee or similarrepresentative thereof that, in the Agent’s opinion, (i) is contrary to law or the provisions of any Security Document, (ii) may expose the Agent to personalliability or (iii) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction.SECTION 19. Termination of Transaction Liens; Release of Collateral. (a) The Transaction Liens granted by each Guarantor shall terminate whenits Secured Guarantee is released pursuant to Section 2(c).(b) The Transaction Liens granted by the Borrowers shall terminate when all the Release Conditions are satisfied.(c) Notwithstanding the foregoing, the Transaction Liens with respect to property of the Company or any Guarantor securing the Obligations will beautomatically released, in whole or in part, to the extent permitted in Section 12.2.1 of the Credit Agreement. 29(d) Upon any termination of a Transaction Lien or release of Collateral, the Agent will, at the expense of the relevant Grantor, execute and deliver to suchGrantor such documents as such Grantor shall reasonably request to evidence the termination of such Transaction Lien or the release of such Collateral, as thecase may be, and will duly assign and transfer to such Grantor any such Collateral that may be in the possession of the Agent and has not theretofore beensold or otherwise applied or released pursuant to this Agreement.SECTION 20. Additional Guarantors and Grantors. Any Subsidiary may and to the extent required by Section 10.2.14 of the Credit Agreement,shall become a party hereto by signing and delivering to the Agent a Security Agreement Supplement, whereupon such Subsidiary shall become a “Guarantor”and a “Grantor” as defined herein.SECTION 21. Notices. Each notice, request or other communication given to any party hereunder shall be given in accordance with subsection 14.3 ofthe Credit Agreement, and in the case of any such notice, request or other communication to a Grantor other than the Borrowers, shall be given to it in care ofthe Borrowers.SECTION 22. No Implied Waivers; Remedies Not Exclusive. No failure to exercise and no delay in exercising, on the part of any party hereto, anyright, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of anyright, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Withoutlimiting the generality of the foregoing, the making of the Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether theAgent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. The rights, remedies, powers and privileges hereinprovided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.SECTION 23. Successors and Assigns. This Agreement is for the benefit of the Agent and the Secured Parties. If all or any part of any Secured Party’sinterest in any Obligation is assigned or otherwise transferred, the transferor’s rights hereunder, to the extent applicable to the obligation so transferred, shall beautomatically transferred with such obligation. This Agreement shall be binding on the Grantors and their respective successors and assigns.SECTION 24. Amendments and Waivers. Neither this Agreement nor any provision hereof may be waived, amended, modified or terminated exceptpursuant to an agreement or agreements in writing entered into by the Agent, with the consent of such Lenders as are required to consent thereto undersubsection 14.1 of the Credit Agreement. No such waiver, amendment or modification shall (i) be binding upon any Grantor, except with its written consent,or (ii) affect the 30rights of a Secured Party (other than a Lender) hereunder more adversely than it affects the comparable rights of the Lenders hereunder, without the consent ofsuch Secured Party.SECTION 25. Choice of Law. This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) basedupon, arising out of or relating to this Agreement and the Transactions shall be construed in accordance with and governed by the law of the State of NewYork, without giving effect to any conflict of law principles that result in the application of laws of another jurisdiction.SECTION 26. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISINGOUT OF OR RELATING TO ANY SECURITY DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ONCONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT ORATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, INTHE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHERPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERSAND CERTIFICATIONS IN THIS SECTION.SECTION 27. Severability. Any provision of any Security Document which is prohibited or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitionor unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.SECTION 28. Intercreditor Agreement. Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Agentpursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder, in each case, with respect to the Collateral are subject to thelimitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of thisAgreement with respect to the Collateral, the terms of the Intercreditor Agreement shall govern and control; provided that the Intercreditor Agreement shall not beconstrued, by its terms, to modify any security interest granted pursuant to Section 3 hereof. To the extent that any “Term Priority Collateral” (as defined in theIntercreditor Agreement) is required pursuant to the terms of this Agreement to be delivered to the Agent, so long as the Intercreditor Agreement is in effect,delivery of such Term Priority Collateral (as defined in, and pursuant to the terms of, the Intercreditor Agreement) to the Term Agent shall be deemed to satisfysuch requirement. 31[SIGNATURES FOLLOW] 32IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day andyear first above written. SCHOOL SPECIALTY, INC. /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: President & CEOCALIFONE INTERNATIONAL, INC.By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: Executive Vice PresidentCLASSROOMDIRECT.COM, LLCBy: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: PresidentCHILDCRAFT EDUCATION CORP.By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: PresidentDELTA EDUCATION, LLCBy: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: President 33SPORTIME, LLCBy: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: PresidentPREMIER AGENDAS, INC.By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: Executive Vice PresidentBIRD-IN-HAND WOODWORKS, INC.By: /s/ Michael P. Lavelle Name: Michael P. Lavelle Title: PresidentBANK OF AMERICA, N.A., as AgentBy: /s/ Jason Riley Name: Jason Riley Title: SVP 34SCHEDULE 1EQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATESOWNED BY ORIGINAL GRANTORS(as of the Closing Date) Issuer JurisdictionofOrganization Owner ofEquity Interest PercentageOwned Number ofShares orUnits1. Califone International, Inc. Delaware School Specialty, Inc. 100% 1002. Childcraft Education Corp. New York School Specialty, Inc. 100% 1,0003. ClassroomDirect.com, LLC Delaware School Specialty, Inc. 100% 1 member share4. Delta Education, LLC Delaware School Specialty, Inc. 100% 100 member shares5. Frey Scientific, Inc. Delaware School Specialty, Inc. 100% 1006. Premier Agendas, Inc. Washington School Specialty, Inc. 100% 11,2007. Sax Arts & Crafts, Inc. Delaware School Specialty, Inc. 100% 1008. Sportime, LLC Delaware School Specialty, Inc. 100% 100 member shares9. Premier School Agendas Ltd. Canada School Specialty, Inc. 100% 10010. Select Agendas, Corp. Canada School Specialty, Inc. 100% 1,00011. Bird-In-Hand Woodworks, Inc. New Jersey Childcraft Education Corp. 100% 5 S-1-1SCHEDULE 2INVESTMENT PROPERTY(other than Equity Interests in Subsidiaries and Affiliates)OWNED BY ORIGINAL GRANTORS(as of the Closing Date)PART 1 — SecuritiesNone.PART 2 — Securities AccountsNone. S-1-2SCHEDULE 3MATERIAL COMMERCIAL TORT CLAIMSSchool Specialty, Inc. (“SSI”) v. RR Donnelley & Sons Company (“RRD”), U.S. Dist. Ct. E.D. Wis., Case No.1:12-CV-01034. SSI sued RRD for damagesresulting from a deficient printing job. RRD counterclaimed against SSI for fraud in the inducement and breach of contract, claiming SSI concealed knownproblems with the inks RRD used for the printing job, and SSI breached its contract with RRD by cancelling purchase orders for additional work. RRD seeksdamages in excess of $500,000. Litigation counsel believes that this suit will yield a net payment to SSI. S-1-3EXHIBIT Ato Security AgreementSECURITY AGREEMENT SUPPLEMENTSECURITY AGREEMENT SUPPLEMENT dated as of , , between [NAME OF GRANTOR] (the “Grantor”) and BANK OFAMERICA, N.A., as Agent.WHEREAS, School Specialty, Inc. (the “Company”), the subsidiaries of Company party thereto as Borrowers (together with Company, collectively,the “Borrowers”), the other Guarantors party thereto and Bank of America, N.A., as Agent are parties to a Guarantee and Collateral Agreement dated as ofJune 11, 2013 (as heretofore amended and/or supplemented, the “Security Agreement”) under which each Borrower secures all Obligations (as definedtherein) and the Guarantors guarantee the Obligations and secure their respective guarantees thereof;WHEREAS, [name of Grantor] desires to become [is] a party to the Security Agreement as a Guarantor and Grantor thereunder; andWHEREAS, terms defined in the Security Agreement (or whose definitions are incorporated by reference in Section 1 of the Security Agreement) and nototherwise defined herein have, as used herein, the respective meanings provided for therein;NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:1. Secured Guarantee. The Grantor unconditionally guarantees the full and punctual payment of each Obligation when due (whether at statedmaturity, upon acceleration or otherwise). The Grantor acknowledges that, by signing this Security Agreement Supplement and delivering it to the Agent, theGrantor becomes a “Guarantor” and “Grantor” for all purposes of the Security Agreement and that its obligations under the foregoing Secured Guarantee aresubject to all the provisions of the Security Agreement (including those set forth in Section 2 thereof) applicable to the obligations of a Guarantor thereunder. Delete this Section if the Grantor is a Borrower or a Guarantor that is already a party to the Security Agreement. A-1112. Grant of Transaction Liens. (a) In order to secure Obligations, including the Obligations under the Secured Guarantee, as applicable, the Grantorgrants to the Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Grantor, whether now owned orexisting or hereafter acquired or arising and regardless of where located (the “New Collateral”):[describe property being added to the Collateral](b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted thereinincludes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) securessuch right to payment or performance or (y) secures any such Supporting Obligation.(c) The foregoing Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or inany way affect or modify, any obligation or liability of the Grantor with respect to any of the New Collateral or any transaction in connection therewith.3. Delivery of Collateral. Concurrently with delivering this Security Agreement Supplement to the Agent, the Grantor is complying with the provisionsof Section 7 of the Security Agreement with respect to Investment Property, in each case if and to the extent included in the New Collateral at such time.4. Party to Security Agreement. Upon delivering this Security Agreement Supplement to the Agent, the Grantor will become a party to the SecurityAgreement and will thereafter have all the rights and obligations of a Guarantor and a Grantor thereunder and be bound by all the provisions thereof as fully asif the Grantor were one of the original parties thereto.5. Representations and Warranties. (a) The Grantor (a) is duly organized or formed, as the case may be, validly existing and in good standing underthe laws of the jurisdiction of its organization or formation, (b) has the requisite power and authority to own and operate its Property, to lease the Property itoperates as lessee and to conduct the business in which it is currently engaged as it is currently conducted, (c) is duly qualified as a foreign corporation If the Grantor is not already a party to the Security Agreement, clauses (i) through (xiii) of, and the proviso to, Section 3(a) of the Security Agreement maybe appropriate. A-222and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires suchqualification except to the extent that the failure to so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is incompliance with all Applicable Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have aMaterial Adverse Effect.(b) The Grantor has delivered a Perfection Certificate to the Agent. The information set forth therein is correct and complete as of the date hereof.(c) The execution and delivery of this Security Agreement Supplement by the Grantor and the performance by it of its obligations under theSecurity Agreement as supplemented hereby are within its corporate or other powers, have been duly authorized by all necessary corporate or otheraction, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a defaultunder, any provision of applicable law or regulation or of its organizational documents, or of any agreement, judgment, injunction, order, decree or otherinstrument binding upon it or result in the creation or imposition of any Lien (except a Transaction Lien) on any of its assets.(d) The Security Agreement as supplemented hereby constitutes a valid and binding agreement of the Grantor, enforceable in accordance with itsterms, except as limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally and(ii) general principles of equity.(e) Each of the representations and warranties set forth in Sections 4 through 10 of the Security Agreement is true as applied to the Grantor and theNew Collateral. For purposes of the foregoing sentence, references in said Sections to a “Grantor” shall be deemed to refer to the Grantor, references to“Schedules” to the Security Agreement shall be deemed to refer to the corresponding Schedules to this Security Agreement Supplement, references to“Collateral” shall be deemed to refer to the New Collateral, and references to the “Closing Date” shall be deemed to refer to the date on which the Grantorsigns and delivers this Security Agreement Supplement.6. Governing Law. This Security Agreement Supplement and any claims, controversy, dispute or cause of action (whether in contract or tort orotherwise) based upon, arising out of or relating to this Security Agreement Supplement and the Transactions shall be construed in accordance with andgoverned by the law of the State of New York, without giving effect to any conflict of law principles that result in the application of laws of anotherjurisdiction. A-3[The remainder of this page has been intentionally left blank.] A-4IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement Supplement to be duly executed by their respective authorizedofficers as of the day and year first above written. [NAME OF GRANTOR]By: Name: Title:BANK OF AMERICA, N.A., as AgentBy: Name: Title: A-5Schedule 1to Security AgreementSupplementEQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATESOWNED BY GRANTOR Issuer JurisdictionofOrganization PercentageOwned Number ofShares or Units A-6Schedule 2to Security AgreementSupplementINVESTMENT PROPERTY(other than Equity Interests in Subsidiaries and Affiliates)OWNED BY GRANTORPART 1 — Securities Issuer JurisdictionofOrganization AmountOwned Type ofSecurity PART 2 — Securities AccountsThe Grantor owns Security Entitlements with respect to Financial Assets credited to the following Securities Accounts: Securities Intermediary Account Number A-7EXHIBIT Bto Security AgreementNOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS(Copyrights, Copyright Registrations, and Copyright Licenses)[DATE]WHEREAS, [name of Grantor], a [corporation] (herein referred to as the “Grantor”) owns, or in the case of licenses is a party to, theCopyright Collateral (as defined below);WHEREAS, School Specialty, Inc. (the “Company”), the subsidiaries of Company party thereto as Borrowers (together with Company, collectively,the “Borrowers”), the other Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Agent, are parties to a Loan Agreement datedas of June 11, 2013 (as amended from time to time, the “Credit Agreement”); andWHEREAS, pursuant to (i) a Guarantee and Collateral Agreement dated as of June 11, 2013 (as amended and/or supplemented from time to time, the“Security Agreement”) among the Borrowers, the Guarantors party thereto and Bank of America, N.A., as Agent for the Secured Parties referred to therein(in such capacity, together with its successors in such capacity, the “Grantee”), and (ii) certain other Security Documents (including this Notice of Grant ofSecurity Interest in Copyrights), the Grantor has secured certain of its Obligations (the “Secured Obligations”) and guaranteed certain obligations of theBorrowers and the other Guarantors, as applicable, and secured such guarantee (the “Grantor’s Secured Guarantee”) by granting to the Grantee for thebenefit of such Secured Parties a continuing security interest in personal property of the Grantor, including all right, title and interest of the Grantor in, to andunder the Copyright Collateral (as defined below);NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby grants tothe Grantee, to secure its Secured Obligations, including its Obligations under the Grantor’s Secured Guarantee, a continuing security interest in all ofGrantor’s right, title and interest in, to and under the following (all of the following items or types of property being herein collectively referred to as the“Copyright Collateral”), whether now owned or existing or hereafter acquired or arising:(i) each Copyright (as defined in the Security Agreement) owned by the Grantor, including, without limitation, each Copyright registration orapplication therefor referred to in Schedule 1 hereto; Modify if entity is not a corporation. B-133(ii) each Exclusive Copyright License (as defined in the Security Agreement) to which the Grantor is a party, including, without limitation, eachExclusive Copyright License referred to in Schedule 1 hereto; and(iii) all proceeds of, revenues from, and accounts and general intangibles arising out of, the foregoing, including, without limitation, all proceedsof and revenues from any claim by the Grantor against third parties for past, present or future infringement of any Copyright owned by the Grantor(including, without limitation, any Copyright identified in Schedule 1), and all rights and benefits of the Grantor under any Exclusive CopyrightLicense (including, without limitation, any Exclusive Copyright License identified in Schedule 1).The foregoing security interest is granted in conjunction with the security interests granted by the Grantor to the Grantee pursuant to the SecurityAgreement, and is expressly subject to the terms and conditions thereof. The Grantor acknowledges and affirms that the rights and remedies of the Granteewith respect to the security interest in the Copyright Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions ofwhich are incorporated by reference herein as if fully set forth herein and which shall override the terms hereof in the event of a conflict.This Notice of Grant of Security Interest in Copyrights has been executed and delivered by the Grantor for the purpose of recording the grant of securityinterest herein with the United States Copyright Office (and any successor office).This Notice of Grant of Security Interest in Copyrights may be executed in counterparts, each of which will be deemed an original, but all of whichtogether constitute one original.[The remainder of this page has been intentionally left blank.] B-2IN WITNESS WHEREOF, the Grantor has caused this Notice of Grant of Security Interest in Copyrights to be duly executed by its officer thereuntoduly authorized as of the date first written above. [NAME OF GRANTOR]By: Name: Title: Acknowledged:BANK OF AMERICA, N.A.,as AgentBy: Name: Title: B-3Schedule 1to CopyrightSecurity Agreement[NAME OF GRANTOR]U.S. COPYRIGHT REGISTRATIONS Registration No. Title EXCLUSIVE COPYRIGHT LICENSES Name, Date andParties toAgreement Title(s) ofWorks ofAuthorship CopyrightRegistrationNo(s). CopyrightOwner(s) B-4EXHIBIT Cto Security AgreementNOTICE OF GRANT OF SECURITY INTEREST IN PATENTS(Patents, Patent Applications and Patent Licenses)[DATE]WHEREAS, [name of Grantor], a [corporation] (herein referred to as the “Grantor”) owns, or in the case of licenses is a party to, thePatent Collateral (as defined below);WHEREAS, School Specialty, Inc. (the “Company”), the subsidiaries of Company party thereto as Borrowers (together with Company, collectively,the “Borrowers”), the other Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Agent, are parties to a Loan Agreement datedas of June 11, 2013 (as amended from time to time, the “Credit Agreement”); andWHEREAS, pursuant to (i) a Guarantee and Collateral Agreement dated as of June 11, 2013 (as amended and/or supplemented from time to time, the“Security Agreement”) among the Borrowers, the Guarantors party thereto and Bank of America, N.A., as Agent for the Secured Parties referred to therein(in such capacity, together with its successors in such capacity, the “Grantee”), and (ii) certain other Security Documents (including this Notice of Grant ofSecurity Interest in Patents), the Grantor has secured certain of its Obligations (the “Secured Obligations”) and guaranteed certain obligations of theBorrowers and the other Guarantors, as applicable and secured such guarantee (the “Grantor’s Secured Guarantee”) by granting to the Grantee for thebenefit of such Secured Parties a continuing security interest in personal property of the Grantor, including all right, title and interest of the Grantor in, to andunder the Patent Collateral (as defined below); Modify if entity is not a corporation. C-144NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby grants tothe Grantee, to secure its Secured Obligations, including its Obligations under the Grantor’s Secured Guarantee, a continuing security interest in all of theGrantor’s right, title and interest in, to and under the following (all of the following items or types of property being herein collectively referred to as the“Patent Collateral”), whether now owned or existing or hereafter acquired or arising:(i) each Patent (as defined in the Security Agreement) owned by the Grantor, including, without limitation, each Patent referred to in Schedule 1hereto; and(ii) all proceeds of and revenues from the foregoing, including, without limitation, all proceeds of and revenues from any claim by the Grantoragainst third parties for past, present or future infringement of any Patent owned by the Grantor (including, without limitation, any Patent identified inSchedule 1 hereto).The foregoing security interest is granted in conjunction with the security interests granted by the Grantor to the Grantee pursuant to the SecurityAgreement, and is expressly subject to the terms and conditions thereof. The Grantor acknowledges and affirms that the rights and remedies of the Granteewith respect to the security interest in the Patent Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of whichare incorporated by reference herein as if fully set forth herein and which shall override the terms hereof in the event of a conflict.This Notice of Grant of Security Interest in Patents has been executed and delivered by the Grantor for the purpose of recording the grant of securityinterest herein with the United States Patent and Trademark Office (and any successor office).This Notice of Grant of Security Interest in Patents may be executed in counterparts, each of which will be deemed an original, but all of which togetherconstitute one original.[The remainder of this page has been intentionally left blank.] C-2IN WITNESS WHEREOF, the Grantor has caused this Notice of Grant of Security Interest in Patents to be duly executed by its officer thereunto dulyauthorized as of the date first written above. [NAME OF GRANTOR]By: Name: Title: Acknowledged:BANK OF AMERICA, N.A., as AgentBy: Name: Title: C-3Schedule 1to PatentSecurity Agreement[NAME OF GRANTOR]U.S. PATENTS AND DESIGN PATENTS Patent No. Issue Date Country Title U.S. PATENT APPLICATIONS Serial No. Country ApplicationDate Title C-4EXHIBIT Dto Security AgreementNOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS(Trademarks, Trademark Registrations, TrademarkApplications and Trademark Licenses)[DATE]WHEREAS, [name of Grantor], a [corporation] (herein referred to as the “Grantor”) owns, or in the case of licenses is a party to, theTrademark Collateral (as defined below);WHEREAS, School Specialty, Inc. (the “Company”), the subsidiaries of Company party thereto as Borrowers (together with Company, collectively,the “Borrowers”), the other Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Agent, are parties to a Loan Agreement datedas of June 11, 2013 (as amended from time to time, the “Credit Agreement”); andWHEREAS, pursuant to (i) a Guarantee and Collateral Agreement dated as of June 11, 2013 (as amended and/or supplemented from time to time, the“Security Agreement”) among the Borrowers, the Guarantors party thereto and Bank of America, N.A., as Agent for the Secured Parties referred to therein(in such capacity, together with its successors in such capacity, the “Grantee”), and (ii) certain other Security Documents (including this Notice of Grant ofSecurity Interest in Trademarks), the Grantor has secured certain of its Obligations (the “Secured Obligations”) and guaranteed certain obligations of theBorrowers and the other Guarantors, as applicable, and secured such guarantee (the “Grantor’s Secured Guarantee”) by granting to the Grantee for thebenefit of such Secured Parties a continuing security interest in personal property of the Grantor, including all right, title and interest of the Grantor in, to andunder the Trademark Collateral (as defined below); Modify if entity is not a corporation. D-155NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby grants tothe Grantee, to secure its Secured Obligations, including its Obligations under the Grantor’s Secured Guarantee, a continuing security interest in all of theGrantor’s right, title and interest in, to and under the following (all of the following items or types of property being herein collectively referred to as the“Trademark Collateral”), whether now owned or existing or hereafter acquired or arising:(i) each Trademark (as defined in the Security Agreement) owned by the Grantor, including, without limitation, each Trademark registration andapplication referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of, or symbolized by, each Trademark; and(ii) all proceeds of and revenues from the foregoing, including, without limitation, all proceeds of and revenues from any claim by the Grantoragainst third parties for past, present or future unfair competition with, or violation of intellectual property rights in connection with or injury to, orinfringement or dilution of, any Trademark owned by the Grantor (including, without limitation, any Trademark identified in Schedule 1 hereto);provided that no security interest shall be granted in any United States intent-to-use trademark applications to the extent that, and solely during theperiod in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications underapplicable federal law.The foregoing security interest is granted in conjunction with the security interests granted by the Grantor to the Grantee pursuant to the SecurityAgreement, and is expressly subject to the terms and conditions thereof. The Grantor acknowledges and affirms that the rights and remedies of the Granteewith respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions ofwhich are incorporated by reference herein as if fully set forth herein and which shall override the terms hereof in the event of a conflict.This Notice of Grant of Security Interest in Trademarks has been executed and delivered by the Grantor for the purpose of recording the grant ofsecurity interest herein with the United States Patent and Trademark Office (and any successor office).This Notice of Grant of Security Interest in Trademarks may be executed in counterparts, each of which will be deemed an original, but all of whichtogether constitute one original.IN WITNESS WHEREOF, the Grantor has caused this Notice of Grant of Security Interest in Trademarks to be duly executed by its officer thereuntoduly authorized as of the date first written above. D-2[NAME OF GRANTOR]By: Name: Title: Acknowledged:BANK OF AMERICA, N.A., as AgentBy: Name: Title: D-3Schedule 1to TrademarkSecurity Agreement[NAME OF GRANTOR]U.S. TRADEMARK REGISTRATIONS TRADEMARK REG. NO. REG. DATE U.S. TRADEMARK APPLICATIONS TRADEMARK APP. NO. APP. DATE D-4EXHIBIT Eto Security AgreementPERFECTION CERTIFICATE[ ], 2013Reference is hereby made to (i) that certain Guarantee and Collateral Agreement, dated as of the date hereof (the “ABL Security Agreement”), amongSCHOOL SPECIALTY, INC., a Delaware corporation (“Parent”), as a borrower, the subsidiaries of Parent party thereto as borrowers, the other guarantorsparty thereto and BANK OF AMERICA, N.A., as collateral agent (the “ABL Agent”), and (ii) that certain Guarantee and Collateral Agreement, dated as of thedate hereof (the “Term Loan Security Agreement” and the Term Loan Security Agreement, together with the ABL Security Agreement, each a “SecurityAgreement”), among Parent, as the borrower, the subsidiaries of Parent party thereto as guarantors and CREDIT SUISSE AG, as collateral agent (the “TermLoan Agent” and the Term Loan Agent, together with the ABL Agent, each an “Agent”). Capitalized terms used but not defined herein have the meaningsassigned in each applicable Security Agreement.As used herein, the term “Companies” means each Grantor (as defined in the Security Agreement).The undersigned hereby certify to each Agent as follows:1. Names. (a)The exact legal name of each Company, as such name appears in its respective certificate of incorporation or any other organizationaldocument, is set forth in Schedule 1(a). Each Company is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a registered organizationexcept to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Company that is aregistered organization, the federal taxpayer identification number of each Company and the jurisdiction of formation of each Company.(b) Set forth in Schedule 1(b) hereto is any other corporate or organizational names each Company has had in the past five years, together with thedate of the relevant change.(c) Set forth in Schedule 1(c) is a list of all other names (including trade names or similar appellations) used by each Company, or any otherbusiness or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction oforganization or otherwise, at any time in the past five years. Also set forth in Schedule 1(c) is the information required by Section 1 of this certificate forany other business or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature orjurisdiction of organization or otherwise, at any time in the past five years. Except as set forth in Schedule 1(c), no Company has changed itsjurisdiction of organization at any time during the past twelve months. D-12. Current Locations. (a)The chief executive office of each Company is located at the address set forth in Schedule 2(a) hereto.(b) Set forth in Schedule 2(b) are all locations where each Company maintains any books or records relating to any Account.(c) Set forth in Schedule 2(c) hereto are all other locations where each Company maintains any of the Collateral consisting of inventory orequipment, in each case with an aggregate value in excess of $250,000 at any one location.(d) Set forth in Schedule 2(d) hereto are the names and addresses of all persons or entities other than each Company, such as lessees, consignees,warehousemen or purchasers of chattel paper, which have possession or are intended to have possession of any of the Collateral consisting ofinstruments, chattel paper, inventory or equipment, in each case with an aggregate value in excess of $250,000 at any one location.3. Prior Locations. (a)Set forth in Schedule 3(a) is the information required by Schedule 2(a) or Schedule 2(b) with respect to each location or place ofbusiness previously maintained by any Company at any time during the past four months.(b) Set forth in Schedule 3(b) is the information required by Schedule 2(c) or Schedule 2(d) with respect to each other location at which, or otherperson or entity with which, any of the Collateral consisting of inventory or equipment has been previously held at any time during the past twelvemonths.4. UCC Filings. Financing statements attached as Schedule 4 have been prepared for filing in the proper Uniform Commercial Code filing offices in thejurisdictions identified in Schedule 5 hereof.5. Schedule of Filings. Attached hereto as Schedule 5 is a schedule of the appropriate filing offices for the Uniform Commercial Code financingstatements attached hereto as Schedule 4.6. Termination Statements. Attached hereto as Schedule 6(a) are the termination statements in the appropriate form for filing in each applicablejurisdiction identified in Schedule 6(b) hereto with respect to each Lien described therein.7. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 7 is a true and correct list of each of all of the authorized, and the issuedand outstanding, stock, partnership interests, limited liability company membership interests or other equity interest of each Company (other than Parent) andits respective Subsidiaries and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. D-28. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 8 is a true and correct list of all promissory notes, instruments (other thanchecks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness, in each case inexcess of $250,000 on an individual basis, held by each Company as of the closing date, including all intercompany notes between or among any two or moreCompanies.9. Intellectual Property. (a)Attached hereto as Schedule 9(a) is a schedule setting forth all of each Company’s Patents and Trademarks (each as definedin the Security Agreement) registered with the United States Patent and Trademark Office, including the name of the registered owner and the registrationnumber of each such Patent and Trademark owned by each Company.(b) Attached hereto as Schedule 9(b) is a schedule setting forth all titles of each Company’s material (in the aggregate) United States registeredCopyrights (as defined in the Security Agreement), including the name of the registered owner and the registration number of each such Copyright.(c) [Attached hereto as Schedule 9(c) is a schedule setting forth all of each Company’s material Exclusive Copyright Licenses (as defined in theSecurity Agreement) including in each case (i) the name and date of and the parties to such Exclusive Copyright License and (ii) to the extent referencedin such Exclusive Copyright License, the titles and the United States Copyright registration numbers, of all works of authorship or copyrights that arethe subject of such Exclusive Copyright License.]10. Commercial Tort Claims. Attached hereto as Schedule 10 is a true and correct list of all Commercial Tort Claims (as defined in the SecurityAgreement) held by each Company, with a value reasonably estimated to exceed $250,000 on an individual basis, including a brief description thereof.11. Deposit Accounts, Securities Accounts and Commodity Accounts. Attached hereto as Schedule 11 is a true and complete list of all DepositAccounts, Securities Accounts and Commodity Accounts (each as defined in the Security Agreement) maintained by each Company (excluding anybankruptcy reserve and distribution accounts established in connection with the Plan of Reorganization ), including the name of each institution where eachsuch account is held, the type of each such account and the name of each entity that holds each account.12. Letter-of-Credit Rights. Attached hereto as Schedule 12 is a true and correct list of all Letters of Credit issued in favor of each Company, asbeneficiary thereunder, in each case with a face amount in excess of $250,000. Not required to be included in the Perfection Certificate delivered at Closing. D-366[The Remainder of this Page has been intentionally left blank] D-4IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of the date first written above. [GRANTOR]By: Name: Title: E-5EXHIBIT Fto Security AgreementISSUER CONTROL AGREEMENTISSUER CONTROL AGREEMENT dated as of , among (the “Grantor”), CREDIT SUISSE AG, as Collateral Agentunder the Guarantee and Collateral Agreement, dated as of June 11, 2013, among the Grantor, CREDIT SUISSE AG and the other parties thereto (as amended,restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) (in such capacity, the “First Lien Agent”), BANKOF AMERICA, N.A., as Agent under the Guarantee and Collateral Agreement, dated as of June 11, 2013, among the Grantor, BANK OF AMERICA, N.A.and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement” and,together with the First Lien Security Agreement, the “Security Agreements”) (in such capacity, the “Second Lien Agent”, and together with the First LienAgent, the “Agents”, and each, an “Agent”) and (the “Issuer”). All references herein to the “UCC” refer to the Uniform Commercial Code asin effect from time to time in [Issuer’s jurisdiction of incorporation].W I T N E S S E T H :WHEREAS, the Grantor is the registered holder of [specify Pledged Uncertificated Securities issued by the Issuer] issued by the Issuer (the“Securities”);WHEREAS, pursuant to the Security Agreements, the Grantor has granted to the Agents a continuing security interest (the “Transaction Lien”) in allright, title and interest of the Grantor in, to and under the Securities, whether now existing or hereafter arising; andWHEREAS, the parties hereto are entering into this Agreement in order to perfect the Transaction Lien on the Securities;NOW, THEREFORE, the parties hereto agree as follows:Section 1. Nature of Securities. The Issuer confirms that (i) the Securities are “uncertificated securities” (as defined in Section 8-102 of the UCC) and(ii) the Grantor is registered on the books of the Issuer as the registered holder of the Securities.Section 2. Instructions. (i) The Issuer agrees to comply with any “instruction” (as defined in Section 8-102 of the UCC) originated by the ControllingSecured Party and relating to the Securities without further consent by the Grantor or any other person; provided that notwithstanding the foregoing provisionsof this Section 2 or any provisions herein to the contrary, prior to the Issuer’s receipt of a Notice of Termination (defined below) from the First Lien Agent, theIssuer shall not comply with any such instructions from the Second Lien Agent unless such instructions are accompanied by a written approval thereof of theFirst Lien Agent. The Grantor consents to the foregoing agreement by the Issuer. 6(ii) As used herein, the term “Controlling Secured Party” means the First Lien Agent until such time as the Issuer has received written notice, insubstantially the form attached as Annex A hereto (a “Notice of Termination”), from the First Lien Agent stating in substance that henceforth theSecond Lien Agent will be the Controlling Secured Party, and has had a reasonable time (not to exceed one (1) Business Day) to act thereon, at whichtime the Second Lien Agent will replace the First Lien Agent as the Controlling Secured Party for purposes of this Agreement and the First Lien Agentshall have no further rights (including, without limitation, ability to give instructions pursuant to Section 2(i)) or obligations under this Agreement, otherthan obligations which arose or which derive from events which occurred while the First Lien Agent was the Controlling Secured Party. Until the FirstLien Agent has delivered a Notice of Termination, the Second Lien Agent irrevocably instructs the Issuer to adhere to the instructions of the First LienAgent.Section 3. Conflicting Orders or Instructions. Notwithstanding anything to the contrary contained herein, if at any time the Issuer shall receiveconflicting orders or instructions from the Grantor and either Agent, the Issuer shall follow the orders or instructions of such Agent, not the Grantor.Section 4. Waiver of Lien; Waiver of Set-off. The Issuer waives any security interest, lien or right of set-off that it may now have or hereafter acquire inor with respect to the Securities. The Issuer’s obligations in respect of the Securities will not be subject to deduction, set-off or any other right in favor of anyperson other than the Agents.Section 5. Choice of Law. This Agreement shall be governed by the laws of [Issuer’s jurisdiction of incorporation].Section 6. Conflict with Other Agreements. There is no agreement (except this Agreement) between the Issuer and the Grantor with respect to theSecurities [except for [identify any other existing agreements] (the “Existing Other Agreements”)]. In the event of any conflict between this Agreement (or anyportion hereof) and any other agreement [(including any Existing Other Agreement)] between the Issuer and the Grantor with respect to the Securities, whethernow existing or hereafter entered into, the terms of this Agreement shall prevail.Section 7. Amendments. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unlessit is in writing and is signed by all the parties hereto.Section 8. Notice of Adverse Claims. Except for the claims and interests of the Agents and the Grantor in the Securities, the Issuer does not know ofany claim to, or interest in, the Securities. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment,attachment, execution or similar process) against the Securities, the Issuer will promptly notify the Secured Party and the Grantor thereof. 7Section 9. Maintenance of Securities. In addition to, and not in lieu of, the obligation of the Issuer to honor instructions as agreed in Section 2 hereof,the Issuer agrees as follows:(i) Grantor Instructions; Notice of Exclusive Control. So long as the Issuer has not received a Notice of Exclusive Control (as defined below),the Issuer may comply with instructions of the Grantor or any duly authorized agent of the Grantor in respect of the Securities. After the Issuer receives awritten notice from the Controlling Secured Party that it is exercising exclusive control over the Securities (a “Notice of Exclusive Control”), the Issuerwill cease complying with instructions of the Grantor or any of its agents.(ii) Non-Cash Dividends and Distributions. The Issuer shall deliver to the Controlling Secured Party all non-cash dividends, interest and othernon-cash distributions paid or made upon or with respect to the Securities.(iii) Voting Rights. Until the Issuer receives a Notice of Exclusive Control, the Grantor shall be entitled to direct the Issuer with respect to votingthe Securities.(iv) Statements and Confirmations. The Issuer will promptly send copies of all statements and other correspondence concerning the Securitiessimultaneously to each of the Grantor and the Agents at their respective addresses specified in Section 12 hereof.(v) Tax Reporting. All items of income, gain, expense and loss recognized in respect of the Securities shall be reported to the Internal RevenueService and all state and local taxing authorities under the name and taxpayer identification number of the Grantor.Section 10. Representations, Warranties and Covenants of the Issuer. The Issuer makes the following representations, warranties and covenants:(i) This Agreement is a valid and binding agreement of the Issuer enforceable in accordance with its terms.(ii) The Issuer has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating tothe Securities pursuant to which it has agreed, or will agree, to comply with instructions (as defined in Section 8-102 of the UCC) of such person. TheIssuer has not entered into any other agreement with the Grantor or either Agent to limit or condition the obligation of the Issuer to comply withinstructions as agreed in Section 2 hereof.Section 11. Successors. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors andassigns.Section 12. Notices. Each notice, request or other communication given to any party hereunder shall be in writing (which term includes facsimile orother electronic transmission) Delete subsection (i) if the Grantor will not be permitted to sell the Securities. 822and shall be effective (i) when delivered to such party at its address specified below, (ii) when sent to such party by facsimile or other electronic transmission,addressed to it at its facsimile number or electronic address specified below, and such party sends back an electronic confirmation of receipt or (iii) ten daysafter being sent to such party by certified or registered United States mail, addressed to it at its address specified below, with first class or airmail postageprepaid:Grantor:First Lien Agent:Second Lien Agent:Issuer:Any party may change its address, facsimile number and/or e-mail address for purposes of this Section by giving notice of such change to the other parties inthe manner specified above.Section 13. Termination. The rights and powers granted herein to the Agents (i) have been granted in order to perfect the Transaction Lien, (ii) arepowers coupled with an interest and (iii) will not be affected by any bankruptcy of the Grantor or any lapse of time. The obligations of the Issuer to the FirstLien Agent hereunder shall continue in effect until the security interest of the First Lien Agent in the Securities has been terminated pursuant to the terms of theFirst Lien Security Agreement and the First Lien Agent has notified the Issuer of such termination by delivering to the Issuer a Notice of Termination. Theobligations of the Issuer to the Second Lien Agent pursuant to this Agreement shall continue in effect until the security interest of the Second Lien Agent in theSecurities has been terminated pursuant to the terms of the Second Lien Security Agreement and the Second Lien Agent has notified the Issuer of suchtermination by delivering to the Issuer a Notice of Termination. Each Agent agrees to provide a Notice of Termination in substantially the form of Annex Bhereto to the Issuer, with a copy to the Grantor, upon the request of the Grantor on or after the termination of such Agent’s security interest in the Securitiespursuant to the terms of the applicable Security Agreement.Section 14. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument,and any party hereto may execute this Agreement by signing and delivering one or more counterparts.(remainder of page intentionally blank; signature pages follow) 9[NAME OF GRANTOR]By: Name: Title:[CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as FirstLien AgentBy: Name: Title:By: Name: Title:BANK OF AMERICA, N.A.,as Second Lien AgentBy: Name: Title:[NAME OF ISSUER]By: Name: Title: 10Exhibit A[Letterhead of Controlling Secured Party][Date][Name and Address of Issuer] Attention: Re: Notice of Exclusive ControlLadies and Gentlemen:As referenced in the Issuer Control Agreement dated as of , among [name of Grantor], CREDIT SUISSE AG, BANK OF AMERICA,N.A. and you (a copy of which is attached), we notify you that we will hereafter exercise exclusive control over [specify Pledged Uncertificated Securities]registered in the name of [name of Grantor] (the “Securities”). You are instructed not to accept any directions or instructions with respect to the Securities fromany person other than the undersigned unless otherwise ordered by a court of competent jurisdiction.You are instructed to deliver a copy of this notice by facsimile transmission to [name of Grantor]. Very truly yours, [CONTROLLING SECURED PARTY],as Controlling Secured Party By: Name: Title:cc: [name of Grantor] 11ANNEX ATO ISSUER ACCOUNT CONTROL AGREEMENT[Letterhead of the applicable Agent][Date][Name and Address of Issuer]Attention:Re: Notice of Termination of Issuer Control AgreementThis letter serves as notice to the Issuer in accordance with Section 13 of the Issuer Control Agreement dated as of [], [] (the “Agreement”) among[name of Grantor], you, CREDIT SUISSE AG and BANK OF AMERICA, N.A. (a copy of which is attached) (capitalized terms used but not defined hereinshall have the meaning assigned thereto in the Agreement) that [each Agent][the First Lien Agent][the Second Lien Agent] is hereby permanently releasing itscontrol over the Securities and releases the Issuer from any further obligation to comply with instructions originated by [each Agent][the First Lien Agent][theSecond Lien Agent] with respect to the Securities. [[The Agreement is terminated and you have no further obligations to the Agents pursuant to theAgreement.][The Agreement is terminated and you have no further obligations to the [First Lien Agent][Second Lien Agent] pursuant to the Agreement.]Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to the Securities from [name ofGrantor]] [The Agreement shall remain in effect until you are in receipt of notices in the form of this letter from Use if from both Agents. Use if from one agent, and the other Agent has previously delivered a Notice of Termination to the Financial Institution. Use if from both Agents, or if the other Agent has previously delivered a Notice of Termination to the Financial Institution. F-1789789both the First Lien Agent and the Second Lien Agent. You have no further obligations to the [First Lien Agent][Second Lien Agent]]. This notice terminatesany obligations you may have to the undersigned with respect to the Securities, however nothing contained in this notice shall alter any obligations which youmay otherwise owe to [name of Grantor] pursuant to any other agreement. Very truly yours,[CREDIT SUISSE AG, as First Lien AgentBy: Name: Title: By: Name: Title:] [BANK OF AMERICA, N.A., as Second Lien AgentBy: Name: Title:] Use if from one Agent, and the other Agent has not delivered a Notice of Termination to the Financial Institution. F-21010Exhibit 10.42EXECUTION VERSIONGUARANTEE AND COLLATERAL AGREEMENTdated as ofJune 11, 2013amongSCHOOL SPECIALTY, INC.THE GUARANTORS PARTY HERETOandCREDIT SUISSE AGas Collateral AgentTABLE OF CONTENTS PAGE SECTION 1 . Definitions 1 SECTION 2 . Guarantees by Guarantors 9 SECTION 3 . Grant of Transaction Liens 12 SECTION 4 . General Representations and Warranties 14 SECTION 5 . Further Assurances; General Covenants 17 SECTION 6 . Intellectual Property 18 SECTION 7 . Investment Property 19 SECTION 8 . Deposit Accounts 22 SECTION 9 . Commercial Tort Claims 23 SECTION 10 . Transfer of Record Ownership 23 SECTION 11 . Right to Vote Securities; Right to Proceeds of Insurance 23 SECTION 12 . Certain Cash Distributions 24 SECTION 13 . Remedies upon Event of Default 24 SECTION 14 . Application of Proceeds 26 SECTION 15 . Fees and Expenses; Indemnification 28 SECTION 16 . Authority to Administer Collateral 29 SECTION 17 . Limitation on Duty in Respect of Collateral 30 SECTION 18 . General Provisions Concerning the Collateral Agent 31 SECTION 19 . Termination of Transaction Liens; Release of Collateral 32 SECTION 20 . Additional Guarantors and Grantors 33 SECTION 21 . Notices 33 SECTION 22 . No Implied Waivers; Remedies Not Exclusive 33 SECTION 23 . Successors and Assigns 33 SECTION 24 . Amendments and Waivers 33 SECTION 25 . Choice of Law 34 SECTION 26 . Waiver of Jury Trial 34 SECTION 27 . Severability 34 SECTION 28 . ABL Intercreditor Agreement 34 SCHEDULES: Schedule 1 Equity Interests in Subsidiaries and Affiliates Owned by Original GrantorsSchedule 2 Other Investment Property Owned by Original GrantorsSchedule 3 Material Commercial Tort ClaimsEXHIBITS: Exhibit A Security Agreement SupplementExhibit B Notice of Grant of Security Interest in CopyrightsExhibit C Notice of Grant of Security Interest in PatentsExhibit D Notice of Grant of Security Interest in TrademarksExhibit E Perfection CertificateExhibit F Issuer Control Agreement iiGUARANTEE AND COLLATERAL AGREEMENTGUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of June 11, 2013, among SCHOOL SPECIALTY, INC., as theBorrower, the GUARANTORS party hereto and CREDIT SUISSE AG, as Collateral Agent.WHEREAS, the Borrower is entering into the Credit Agreement described in Section 1 hereof, pursuant to which the Borrower intends to borrow fundsfor the purposes set forth therein;WHEREAS, (i) the Borrower is willing to secure its obligations under the Credit Agreement and (ii) the Borrower and the Guarantors are willing tosecure their respective Secured Cash Management Obligations and Secured Hedging Agreements by granting Liens on their assets to the Collateral Agent asprovided in the Security Documents;WHEREAS, the Borrower is willing to cause certain of its Subsidiaries to guarantee the foregoing obligations of the Borrower and to secure theirguarantee thereof by granting Liens on their assets to the Collateral Agent as provided in the Security Documents;WHEREAS, the Lenders are not willing to make loans under the Credit Agreement, the Cash Management Banks are not willing to provide CashManagement Obligations and the Qualified Counterparties are not willing to enter into Hedging Agreements unless (i) the foregoing obligations of the Borrowerand the Guarantors are secured and guaranteed as described above and (ii) each guarantee thereof is secured by Liens on assets of the relevant Guarantor asprovided in the Security Documents; andWHEREAS, upon any foreclosure or other enforcement of the Security Documents, the net proceeds of the relevant Collateral are to be received by orpaid over to the Collateral Agent and applied as provided herein;NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:SECTION 1. Definitions.(a) Terms Defined in Credit Agreement. Terms defined in the Credit Agreement and not otherwise defined in subsection (b) or (c) of this Section have,as used herein, the respective meanings provided for therein. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to thisAgreement.(b) Terms Defined in UCC. As used herein, each of the following terms has the meaning specified in the UCC: Term UCCAccount 9-102Authenticate 9-102Certificated Security 8-102Chattel Paper 9-102Commercial Tort Claim 9-102Commodity Account 9-102Commodity Customer 9-102Debtor 9-102Deposit Account 9-102Document 9-102Entitlement Holder 8-102Equipment 9-102Financial Asset 8-102 & 103General Intangibles 9-102Instrument 9-102Inventory 9-102Investment Property 9-102Letter-of-Credit Right 9-102Money 1-201Record 9-102Securities Account 8-501Securities Intermediary 8-102Security 8-102 & 103Security Entitlement 8-102Supporting Obligations 9-102Uncertificated Security 8-102(c) Additional Definitions. The following additional terms, as used herein, have the following meanings:“Agent Professionals” means attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants,turnaround consultants, and other professionals and experts retained by the Collateral Agent.“Agreement” has the meaning specified in the preamble hereto.“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, anyand all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. 2“Cash Distributions” means dividends, interest and other distributions and payments (including proceeds of liquidation, sale or other disposition)made or received in cash upon or with respect to any Collateral.“Collateral” means all property, whether now owned or hereafter acquired, on which a Lien is granted or purports to be granted to the Collateral Agentpursuant to the Security Documents. When used with respect to a specific Grantor, the term “Collateral” means all its property on which such a Lien isgranted or purports to be granted.“Collateral Accounts” means the Controlled Deposit Accounts and the Controlled Securities Accounts.“Contingent Obligation” means, at any time, any Obligation (or portion thereof) that is contingent in nature at such time, including any Obligation thatis:(i) an obligation under an agreement relating to Secured Cash Management Obligations or Secured Hedging Agreements to make payments thatcannot be quantified at such time;(ii) any other obligation (including any guarantee) that is contingent in nature at such time; or(iii) an obligation to provide collateral to secure any of the foregoing types of obligations.“Control” has the meaning specified in UCC Section 8-106, 9-104, 9-105, 9-106 or 9-107, as may be applicable to the relevant Collateral.“Controlled Deposit Account” means a Deposit Account that is subject to a Deposit Account Control Agreement.“Controlled Securities Account” means a Securities Account that (i) is maintained in the name of a Grantor at an office of a Securities Intermediarylocated in the United States and (ii) together with all Financial Assets credited thereto and all related Security Entitlements, is subject to a Securities AccountControl Agreement among such Grantor, the Collateral Agent and such Securities Intermediary.“Copyright License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any otherPerson, any right to use, copy, reproduce, distribute, prepare derivative works, display or publish any records or other materials on which a Copyright is inexistence or may come into existence (excluding any Exclusive Copyright License). 3“Copyrights” means all the following: (i) all copyrights under the laws of the United States or any other country (whether or not the underlying worksof authorship have been published), all registrations and recordings thereof, all copyrightable works of authorship (whether or not published), and allapplications for copyrights under the laws of the United States or any other country, including registrations, recordings and applications in the United StatesCopyright Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, includingthose described in Schedule 1 to any Notice of Grant of Security Interest in Copyrights, (ii) all renewals of any of the foregoing, (iii) all claims for, and rightsto sue for, past or future infringements of any of the foregoing, and (iv) all income, royalties, damages and payments now or hereafter due or payable withrespect to any of the foregoing, including damages and payments for past or future infringements thereof.“Credit Agreement” means the Credit Agreement, dated as of June 11, 2013, among School Specialty, Inc., the Lenders party thereto and CreditSuisse AG, as Administrative Agent and Collateral Agent.“Credit Parties” means the Collateral Agent or any other Lender.“Deposit Account Control Agreement” means a control agreement reasonably satisfactory to the Collateral Agent executed by the relevant Grantor, eachinstitution maintaining a Deposit Account for such Grantor, and the Collateral Agent.“Depositary Bank” means a bank at which a Controlled Deposit Account is maintained.“Equity Interest” means, with respect to any Person, (a) the Capital Stock of such Person and (b) any Security Entitlement in respect of any CapitalStock of such Person.“Excluded Accounts” means the account holding the Prepetition Escrowed Amounts (as defined in the Plan of Reorganization), the Fee Claims Accountand the DIP ABL Cash Collateral Account.“Excluded Assets” has the meaning specified in Section 3.“Excluded Equity Interests” means (i) any Equity Interests of any Foreign Subsidiary other than a direct Foreign Subsidiary of the Borrower or aDomestic Subsidiary, (ii) any voting Equity Interests of a direct Foreign Subsidiary of the Borrower or a Domestic Subsidiary in excess of 65% of the EquityInterests of such Foreign Subsidiary and (iii) any Equity Interests of any Person that is not a direct Subsidiary of the applicable Grantor. 4“Exclusive Copyright License” means any material agreement now or hereafter in existence granting to any Grantor an exclusive right to use, copy,reproduce, distribute, prepare derivative works, display or publish any materials on which a United States Copyright is in existence or may come intoexistence.“Exempt Account” means any Deposit Account or Securities Account maintained by Grantors that is (x) exclusively used for payroll, payroll taxes oremployee benefits, (y) a zero balance disbursement account, or (z) an account containing not more than $150,000 at any one time, provided, however, thatamounts on deposit in all such accounts under this clause (z) do not exceed $1,000,000 at any time; provided, further, that any account subject to a controlagreement for the benefit of the ABL Administrative Agent shall not be an Exempt Account.“Grantors” means the Borrower and the Guarantors.“Guarantors” means each Subsidiary listed on the signature pages hereof under the caption “Guarantors” and each Subsidiary that shall, at any timeafter the date hereof, become a “Guarantor” pursuant to Section 20.“Intellectual Property” means all intellectual property and similar proprietary property of any Grantor of every kind and nature now owned orhereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietarytechnical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof andrelated documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used inconnection with, any of the foregoing.“Intellectual Property Filing” means (i) with respect to any Patent or Trademark, the filing of the applicable Notice of Grant of Security Interest inPatents or Notice of Grant of Security Interest in Trademarks with the United States Patent and Trademark Office, together with an appropriately completedrecordation form, and (ii) with respect to any Copyright or Exclusive Copyright License, the filing of the applicable Notice of Grant of Security Interest inCopyrights with the United States Copyright Office, together with an appropriately completed recordation form.“Intellectual Property Notice” means a Notice of Grant of Security Interest in Copyrights, a Notice of Grant of Security Interest in Patents or a Noticeof Grant of Security Interest in Trademarks.“Issuer Control Agreement” means an Issuer Control Agreement substantially in the form of Exhibit F (with any changes that the Collateral Agent andthe Borrower shall have approved). 5“License” means any Patent License, Trademark License, Copyright License, Exclusive Copyright License or other license or sublicense agreementrelating to Intellectual Property to which any Grantor is a party.“Material Commercial Tort Claim” means a Commercial Tort Claim involving a claim for more than $500,000.“Non-Contingent Obligation” means at any time any Obligation (or portion thereof) that is not a Contingent Obligation at such time.“Notice of Grant of Security Interest in Copyrights” means a Notice of Grant of Security Interest in Copyrights, substantially in the form of ExhibitB (with any changes that the Collateral Agent and the Borrower shall have approved), executed and delivered by a Grantor in favor of the Agent for the benefitof the Secured Parties.“Notice of Grant of Security Interest in Patents” means a Notice of Grant of Security Interest in Patents, substantially in the form of Exhibit C (withany changes that the Collateral Agent and the Borrower shall have approved), executed and delivered by a Grantor in favor of the Agent for the benefit of theSecured Parties.“Notice of Grant of Security Interest in Trademarks” means a Notice of Grant of Security Interest in Trademarks, substantially in the form ofExhibit D (with any changes that the Collateral Agent and the Borrower shall have approved), executed and delivered by a Grantor in favor of the Agent for thebenefit of the Secured Parties.“Obligor” means the obligor with respect to any Obligation.“Original Grantor” means any Grantor that grants a Lien on any of its assets hereunder on the Closing Date.“own” refers to the possession of sufficient rights in property to grant a security interest therein as contemplated by UCC Section 9-203, and “acquire”refers to the acquisition of any such rights.“Patent License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any otherPerson, any right with respect to any Patent or any invention now or hereafter in existence, whether patentable or not, whether a patent or application for patentis in existence on such invention or not, and whether a patent or application for patent on such invention may come into existence or not.“Patents” means (i) all letters patent and design letters patent of the United States or any other country and all applications for letters patent or designletters patent of the United States or any other country, including applications in 6the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any politicalsubdivision thereof, including those described in Schedule 1 to any Notice of Grant of Security Interest in Patents, (ii) all reissues, divisions, continuations,continuations in part, revisions and extensions of any of the foregoing, (iii) all claims for, and rights to sue for, past or future infringements of any of theforegoing and (iv) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages andpayments for past or future infringements thereof.“Perfection Certificate” means, with respect to any Grantor, a certificate substantially in the form of Exhibit E (with any changes that the CollateralAgent and the Borrower shall have approved), completed and supplemented with the schedules contemplated thereby to the satisfaction of the Collateral Agent,and signed by an officer of such Grantor.“Permitted Collateral Liens” means with respect to (a) the Pledged Equity Interests, Liens imposed by law and Liens granted to the ABLAdministrative Agent to secure the ABL Facility and any other Permitted First Lien Debt, and Liens in connection with the Prepetition Escrowed Amounts tothe extent permitted under the Credit Agreement and (b) all other Collateral, Permitted Liens.“Pledged”, when used in conjunction with any type of asset, means at any time an asset of such type that is included (or that creates rights that areincluded) in the Collateral at such time. For example, “Pledged Equity Interest” means an Equity Interest that is included in the Collateral at such time.“Proceeds” means all “proceeds” (as defined in Section 9-102 of the UCC) and including, in any event, all proceeds of, and all other profits, products,rents or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or other realization upon,any Collateral, including all claims of the relevant Grantor against third parties for loss of, damage to or destruction of, or for proceeds payable under, orunearned premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or requisition payments with respect to anyCollateral.“Recordable Intellectual Property” means (i) any material Patent issued or applied for issuance with the United States Patent and Trademark Office,(ii) any material Trademark registered or applied for registration with the United States Patent and Trademark Office, (iii) any material Copyright registered orapplied for registration with the United States Copyright Office, and (iv) any Exclusive Copyright License. 7“Related Parties” means with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents andadvisors of such Person and such Person’s Affiliates.“Release Conditions” means the conditions for releasing all the Secured Guarantees and terminating all the Transaction Liens, which are specified inSection 9.21(a) of the Credit Agreement.“Secured Agreement”, when used with respect to any Obligation secured hereby, refers collectively to each instrument, agreement or other documentthat sets forth obligations of the Borrower, obligations of any Subsidiary and/or rights of the holder with respect to such Obligation.“Secured Guarantee” means, with respect to each Guarantor, its guarantee of the Obligations under Section 2 hereof or Section 1 of a SecurityAgreement Supplement.“Secured Parties” means the holders from time to time of the Obligations.“Security Account Control Agreement” means a control agreement reasonably satisfactory to the Collateral Agent executed by the relevant Grantor,each institution maintaining a Securities Account for such Grantor, and the Collateral Agent.“Security Agreement Supplement” means a Security Agreement Supplement, substantially in the form of Exhibit A, signed and delivered to theCollateral Agent for the purpose of adding a Subsidiary as a party hereto pursuant to Section 20 and/or adding additional property to the Collateral.“Security Documents” means this Agreement, the Security Agreement Supplements, the Deposit Account Control Agreements, the Issuer ControlAgreements, the Securities Account Control Agreements, the Intellectual Property Notices and all other supplemental or additional security agreements, controlagreements or similar instruments now or hereafter securing (or given with the intent to secure) any Obligations.“Trademark License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to anyother Person, any right to use any Trademark.“Trademarks” means: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles,service marks, logos, brand names, trade dress, prints and labels on which any of the foregoing have appeared or appear, package and other designs, and allother source or business identifiers, and all general intangibles of like nature, and the 8rights in any of the foregoing which arise under applicable law, (ii) the goodwill of the business symbolized thereby or associated with each of them, (iii) allregistrations and applications in connection therewith, including registrations and applications in the United States Patent and Trademark Office or in anysimilar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule1 to any Notice of Grant of Security Interest in Trademarks, (iv) all renewals of any of the foregoing, (v) all claims for, and rights to sue for, past or futureinfringements of any of the foregoing and (vi) all income, royalties, damages and payments now or hereafter due or payable with respect to any of theforegoing, including damages and payments for past or future infringements thereof.“Transaction Liens” means the Liens granted by the Grantors under the Security Documents.“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect ofperfection or non-perfection or the priority of any Transaction Lien on any Collateral is governed by the Uniform Commercial Code as in effect in ajurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of theprovisions hereof relating to such perfection, effect of perfection or non-perfection or priority.SECTION 2. Guarantees by Guarantors.(a) Secured Guarantees. Each Guarantor unconditionally guarantees the full and punctual payment of each Obligation (other than the Obligations ofsuch Guarantor) when due (whether at stated maturity, upon acceleration or otherwise), which guarantees shall constitute a continuing guarantee of paymentand not of collection. If the Borrower or any other Obligor fails to pay any Obligation punctually when due, each other Guarantor agrees that it will forthwithon demand pay the amount not so paid at the place and in the manner specified in the relevant Secured Agreement.(b) Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and,without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Guarantor or Obligoror any other Person under any Secured Agreement, by operation of law or otherwise (including by the Collateral Agent or any Lender); 9(ii) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or any SecuredAgreement, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound;(iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Guarantoror Obligor or any other Person under any Secured Agreement;(iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor or Obligor or any other Person or any oftheir respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor orObligor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any other Guarantor or Obligoror any other Person under any Secured Agreement;(v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the Borrower, any other Guarantor orObligor, any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions, provided that nothingherein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;(vi) any invalidity or unenforceability relating to or against the Borrower, any other Guarantor or Obligor or any other Person for any reason ofany Secured Agreement, or any provision of any applicable law, rule or regulation purporting to prohibit the payment of any Obligation by theBorrower, any other Guarantor or Obligor or any other Person; or(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor or Obligor, any other party to any SecuredAgreement, any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii),constitute a legal or equitable discharge of or defense of a surety or guarantor to any obligation of any Guarantor hereunder.(c) Release of Secured Guarantees. (i) All Secured Guarantees will be released when all Release Conditions are satisfied. If at any time any payment ofa Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower, any other Obligor or otherwise, theSecured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. 10(ii) In addition, if any Guarantor shall cease to be a Subsidiary of the Borrower as permitted by Section 9.21(b) of the Credit Agreement, the CollateralAgent, at the request of the Borrower, shall release such Guarantor from its Secured Guaranty and its other Obligations under the Loan Documents;(iii) Upon any termination of a Secured Guaranty, the Collateral Agent will, in accordance with Section 9.21(d) of the Credit Agreement, execute anddeliver to the Borrower such documents as it shall reasonably request to evidence the termination thereof.(d) Waiver by Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided forherein, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other Guarantor or Obligor or any otherPerson. Each Guarantor expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compelthe Collateral Agent or Lenders to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance of any Obligationsbefore, or as a condition to, proceeding against such Guarantor. Each Guarantor waives all defenses available to a surety, guarantor or accommodation co-obligor other than payment in full of all Obligations and waives, to the maximum extent permitted by law, any right to revoke any guaranty of any Obligationsas long as it is a Guarantor.(e) Subrogation. A Guarantor that makes a payment with respect to an Obligation hereunder shall be subrogated to the rights of the payee against theBorrower or the applicable Obligor with respect to such payment; provided that no Guarantor shall enforce any payment by way of subrogation against theBorrower or the applicable Obligor, or by reason of contribution against any other guarantor of such Obligation, until all the Release Conditions have beensatisfied.(f) Stay of Acceleration. If acceleration of the time for payment of any Obligation by the Borrower or the applicable Obligor is stayed by reason of theinsolvency or receivership of the Borrower or the applicable Obligor or otherwise, all Obligations otherwise subject to acceleration under the terms of anySecured Agreement shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Collateral Agent.(g) Right of Set-Off. In addition to any rights and remedies of the Secured Parties provided by law, each Secured Party shall have the right, upon anyamount becoming due and payable by any Guarantor hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate andapply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits,indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured at any time held or owing bysuch Secured 11Party or any branch or agency thereof to or for the credit or the account of such Guarantor. Each Secured Party agrees to promptly notify such Guarantor andthe Collateral Agent after any such setoff and application made by such Secured Party; provided that the failure to give such notice shall not affect the validityof such setoff and application.(h) Continuing Guarantee. Each Secured Guarantee is a continuing guarantee, shall be binding on the relevant Guarantor and its successors andassigns, and shall be enforceable by the Collateral Agent or the Secured Parties. If all or part of any Secured Party’s interest in any Obligation is assigned orotherwise transferred, the transferor’s rights under each Secured Guarantee, to the extent applicable to the obligation so transferred, shall automatically betransferred with such obligation.(i) Limitation on Obligations of Guarantor. The obligations of each Guarantor under its Secured Guarantee shall be limited to an aggregate amountequal to the largest amount that would not render such Secured Guarantee subject to avoidance under Section 548 of the Bankruptcy Code or any comparableprovisions of applicable law.(j) Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of anypayment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has notpaid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2(e) . Theprovisions of this Section 2(j) shall in no respect limit the obligations and liabilities of any Guarantor to the Collateral Agent and the Secured Parties, and eachGuarantor shall remain liable to the Collateral Agent and the Secured Parties for the full amount guaranteed by such Guarantor hereunder.SECTION 3. Grant of Transaction Liens. (a) The Borrower, in order to secure all Obligations, and each Guarantor party hereto, in order to secure allObligations, including its Obligations under its Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing securityinterest in all the following property of such Borrower or such Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arisingand regardless of where located:(i) all Accounts;(ii) all Chattel Paper;(iii) all Money and Deposit Accounts;(iv) all Documents; 12(v) all Equipment;(vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any IntellectualProperty);(vii) all Instruments;(viii) all Inventory;(ix) all Investment Property;(x) the Commercial Tort Claims described in Schedule 3;(xi) all Letter-of-Credit Rights;(xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) ofsuch Grantor pertaining to any of its Collateral;(xiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xii);provided that the following property is excluded from the foregoing security interests (it being understood that such grant will be applicable at such time as anysuch property or assets ceases to constitute Excluded Assets): (A) motor vehicles the perfection of a security interest in which is excluded from the UniformCommercial Code in the relevant jurisdiction, (B) Excluded Equity Interests, (C) any lease, license or other agreement to the extent that a grant of a securityinterest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (other than theBorrower or Grantor) after giving effect to the applicable anti-assignment provisions of the UCC, (D) any properties and assets with respect to which theCollateral Agent determines in its good faith judgment that the costs or other consequences of granting or perfecting a security interest therein are excessive inview of the benefits to be obtained by the Secured Parties, (E) any United States intent-to-use Trademark applications to the extent that, and solely during theperiod in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark applications underapplicable federal law, (F) any real property (which shall, notwithstanding anything herein to the contrary, be subject to the requirements of Section 5.11(c)and 5.13(a) of the Credit Agreement), (G) any letter of credit rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing ofsuch letter of credit for a specified purpose, (H) any governmental licenses or state or local franchises, charters and authorizations, to the extent securityinterests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby 13after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, (I) any property to the extent that the grant of a securityinterest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicablelaw or regulation, or is prohibited by, or would constitute a breach or default under or would result in the termination, invalidation or abandonment of orrequires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in thecase of any Investment Property, any applicable shareholder or similar agreement and (J) the Excluded Accounts (the foregoing, collectively, the “ExcludedAssets”), provided that the foregoing limitation in clause (I) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant tothis Agreement in any asset or right to the extent that Sections 9-406 and 9-408 of the Uniform Commercial Code as in effect on the date hereof would permit(and excuse any default or violation resulting therefrom) the creation of a security interest in such asset or right notwithstanding such law or regulation or theprovision of such contract, license, agreement, instrument or other document or shareholder or similar agreement prohibiting the creation of a security interesttherein or shall render such provision unenforceable. Each Grantor shall upon request of the Collateral Agent use commercially reasonable efforts to obtain anysuch required consent that is reasonably obtainable, it being understood and agreed that no Grantor shall be required to obtain any such consent if theBorrower reasonably determines in its good faith judgment that the costs of obtaining such consent are excessive in view of the benefits to be obtained by theSecured Parties thereby.(b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes acontinuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right topayment or performance or (y) secures any such Supporting Obligation.(c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any wayaffect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith.SECTION 4. General Representations and Warranties. Each Grantor represents and warrants that:(a) Such Grantor (a) is duly organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction of itsorganization or formation, (b) has the requisite power and authority to own and operate its properties, to lease the properties it operates as lessee and to conductthe business in which it is currently engaged as it is currently conducted, (c) is duly qualified as a foreign corporation and in good standing under the laws of 14each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification except to the extent that thefailure to so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all applicable laws,rules and regulations, except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material AdverseEffect.(b) With respect to each Original Grantor, Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates of such Grantor owned by such Grantor asof the Closing Date. Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person).(c) With respect to each Original Grantor, Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Grantor (except for Excluded EquityInterests and Securities evidencing Equity Interests in Subsidiaries and Affiliates of such Grantor) and (ii) all Securities Accounts (other than any one or moreSecurities Accounts comprising Financial Assets of less than $250,000 in the aggregate) to which Financial Assets are credited in respect of which suchGrantor owns Security Entitlements.(d) As of the Closing Date, such Grantor owns no Commodity Account in respect of which such Grantor is the Commodity Customer.(e) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) Permitted Collateral Liens, (ii) any Lienspermitted by the ABL Facility and any other Permitted First Lien Debt and (iii) any liens imposed by law. All shares of capital stock included in such PledgedEquity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validlyissued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person.(f) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of anyLien other than Permitted Collateral Liens.(g) Such Grantor has not performed any acts that are reasonably likely to prevent the Collateral Agent from enforcing any of the provisions of theSecurity Documents or that would limit the Collateral Agent in any such enforcement. No financing statement, security agreement, mortgage or similar orequivalent document or instrument covering all or part of the Collateral owned by such Grantor is on file or of record in any jurisdiction in which such filingor recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documentswith respect to Permitted Collateral Liens. After the Closing Date, no Collateral owned by such Grantor will be in the possession or under the Control of anyother Person having a claim thereto or security interest therein, other than a Permitted Collateral Lien. 15(h) The Transaction Liens on all Collateral owned by such Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on theClosing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Obligations,including the Obligations under its Secured Guarantee, as the case may be.(i) Such Grantor has delivered a Perfection Certificate to the Collateral Agent. With respect to each Original Grantor, information set forth therein iscorrect and complete, in all material respects, as of the Closing Date.(j) When UCC financing statements describing the Collateral as “all assets” or “all personal property now existing or hereinafter acquired” or otherwords to that effect have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in theCollateral owned by such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights ofothers therein except Permitted Collateral Liens. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filingshave been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 6(a)), theTransaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extentthat security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Collateral Liens. Except for(x) the filing of such UCC financing statements, (y) such Intellectual Property Filings, and (z) additional Intellectual Property Filings that may be necessary toperfect the Transaction Liens with respect to such Grantor’s Patents, Trademarks and Copyrights that do not constitute Recordable Intellectual Property, noregistration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the SecurityDocuments or is necessary for the validity or enforceability thereof or for the perfection (other than in respect of deposit accounts) or due recordation of theTransaction Liens or for the enforcement of the Transaction Liens. Notwithstanding anything herein to the contrary, no Grantor shall take any action to perfectany security interest in any part of the Collateral under the laws of any jurisdiction outside of the United States of America.(k) Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paperpurchased or otherwise acquired by it, as against its assignors and creditors of its assignors, except with respect to actions not required to taken until aspecified period after the Closing Date. 16SECTION 5. Further Assurances; General Covenants. Each Grantor covenants as follows:(a) Such Grantor will, from time to time, at the Borrower’s expense, execute, deliver, file and record any reasonable statement, assignment, instrument,document, agreement or other paper and take any other action (including any Intellectual Property Filing but solely with respect to Recordable IntellectualProperty) that from time to time may be necessary, or that the Collateral Agent may reasonably request, in order to:(i) create, preserve, perfect, confirm or validate the Transaction Liens on such Grantor’s Collateral;(ii) in the case of (a) Pledged Deposit Accounts (other than Exempt Accounts), Pledged Investment Property or Pledged Securities Accounts (otherthan Exempt Accounts) and (b) upon the occurrence and during the continuance of an Event of Default, Pledged Letter-of-Credit Rights, cause theCollateral Agent to have Control thereof (subject to exclusions expressly set forth therein and in the Credit Agreement);(iii) enable the Collateral Agent and the other Secured Parties to obtain the full benefits of the Security Documents; or(iv) enable the Collateral Agent to exercise and enforce any of its rights, powers and remedies with respect to any of such Grantor’s Collateral.Such Grantor authorizes the Collateral Agent to execute and file such financing statements or continuation statements in such jurisdictions with suchdescriptions of collateral (including “all assets” or “all personal property now existing or hereinafter acquired” or other words to that effect) and otherinformation set forth therein as the Collateral Agent may deem necessary or desirable for the purposes set forth in the preceding sentence. Each Grantor alsoratifies its authorization for the Collateral Agent to file in any such jurisdiction any initial financing statements or amendments thereto if filed prior to the datehereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or anysuccessor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the securityinterests granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent assecured party. The Borrower will pay the costs of, or reasonably incidental to, any Intellectual Property Filings and any recording or filing of any financing orcontinuation statements or other documents recorded or filed pursuant hereto. 17(b) Such Grantor shall furnish to the Collateral Agent 10 Business Days (or such shorter period as Collateral Agent may agree) prior written notice ofany change (1) in its name, (2) in its jurisdiction of organization or formation, (3) in its identity or corporate structure or (4) in its federal taxpayeridentification number. Such Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under theUniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legaland perfected security interest in all the Collateral under the Loan Documents.(c) If any of its Collateral is in the possession or control of a warehouseman, bailee or agent at any time, when an Event of Default shall have occurredand be continuing, such Grantor will, upon the request of the Collateral Agent: (i) notify such warehouseman, bailee or agent of the relevant TransactionLiens, (ii) instruct such warehouseman, bailee or agent to hold all such Collateral for the Collateral Agent’s account subject to the Collateral Agent’sinstructions (which shall permit such Collateral to be removed by such Grantor in the ordinary course of business until the Collateral Agent notifies suchwarehouseman, bailee or agent that an Event of Default has occurred and is continuing), (iii) cause such warehouseman, bailee or agent to Authenticate aRecord acknowledging that it holds possession of such Collateral for the Collateral Agent’s benefit and (iv) make such Authenticated Record available to theCollateral Agent.(d) Such Grantor will promptly upon request, provide to the Collateral Agent all information and evidence concerning such Grantor’s Collateral that theCollateral Agent may reasonably request from time to time to enable it to enforce the provisions of the Security Documents.(f) Except as permitted under the Credit Agreement, each Grantor shall defend its title to Collateral and the Collateral Agent’s Liens therein against allPersons, claims and demands, except Permitted Collateral Liens.SECTION 6. Intellectual Property. Each Grantor covenants as follows:(a) On the Closing Date (in the case of an Original Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in thecase of any other Grantor), such Grantor will sign and deliver to the Collateral Agent Intellectual Property Notices with respect to all Recordable IntellectualProperty then owned by it; provided that the Original Grantors shall only be required to deliver Intellectual Property Notices with respect to ExclusiveCopyright Licenses included in the Recordable Intellectual Property by the date specified for the delivery thereof in Schedule 5.14 to the Credit Agreement.Within 45 calendar days after the last day of each fiscal quarter thereafter, it will sign and deliver to the Collateral Agent an appropriate Intellectual PropertyNotice covering any Recordable Intellectual Property owned by it on the last day of such fiscal quarter that is not covered by any previous Intellectual Property 18Notices so signed and delivered by it. In each case, it will, within 45 calendar days after the last day of each such fiscal quarter, make all Intellectual PropertyFilings necessary to record the Transaction Liens on such Recordable Intellectual Property.(b) Such Grantor will notify the Collateral Agent within 45 days after the last day of the fiscal quarter in which it learns that any application orregistration relating to any Intellectual Property owned by it may become abandoned, or of any adverse, final and non-appealable determination (including anyfinal, non-appealable adverse determination in the United States Copyright Office, the United States Patent and Trademark Office or any court) regardingsuch Grantor’s ownership of such Intellectual Property, its right to register or patent the same, or its right to keep and maintain the same, in each case of theforegoing, except to the extent that the loss of such Intellectual Property would not reasonably be expected to have a Material Adverse Effect. If any of suchGrantor’s rights to any Intellectual Property are materially infringed or misappropriated by a third party and such infringement or misappropriation would bereasonably expected to have a Material Adverse Effect, such Grantor will notify the Collateral Agent within 45 calendar days after it learns thereof and will,unless such Grantor shall reasonably determine that such action would be of negligible value, economic or otherwise, promptly take such actions as suchGrantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.(c) Upon the occurrence and during the continuance of an Event of Default, each Grantor shall, upon the request of the Collateral Agent therefor, use itscommercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Exclusive Copyright License and each material CopyrightLicense, Patent License and Trademark License under which such Grantor is the licensee to effect the assignment of all such Grantor’s right, title and interestthereunder to the Collateral Agent, for the ratable benefit of the Secured Parties, or its designee.SECTION 7. Investment Property. Each Grantor represents, warrants and covenants as follows:(a) Certificated Securities. On the Closing Date (in the case of an Original Grantor) or the date on which it signs and delivers its first SecurityAgreement Supplement (in the case of any other Grantor), such Grantor will deliver to the Collateral Agent as Collateral hereunder all certificates representingPledged Certificated Securities then owned by such Grantor. Thereafter, whenever such Grantor acquires any other certificate representing a PledgedCertificated Security, such Grantor will promptly (and in any event within 10 Business Days) deliver such certificate to the Collateral Agent as Collateralhereunder. The provisions of this subsection are subject to the limitation in Section 7(j) in the case of voting Equity Interests in a Foreign Subsidiary. 19(b) Uncertificated Securities. On the Closing Date (in the case of an Original Grantor) or the date on which it signs and delivers its first SecurityAgreement Supplement (in the case of any other Grantor), such Grantor will enter into (and cause the relevant issuer to enter into) an Issuer Control Agreementin respect of each Pledged Uncertificated Security then owned by such Grantor and deliver such Issuer Control Agreement to the Collateral Agent (which shallenter into the same). Thereafter, whenever such Grantor acquires any other Pledged Uncertificated Security, such Grantor will promptly (and in any eventwithin 10 Business Days) enter into (and cause the relevant issuer to enter into) an Issuer Control Agreement in respect of such Pledged Uncertificated Securityand deliver such Issuer Control Agreement to the Collateral Agent (which shall enter into the same). The provisions of this subsection are subject to thelimitation in Section 7(j) in the case of voting Equity Interests in a Foreign Subsidiary.(c) Security Entitlements. On the Closing Date (in the case of an Original Grantor) or the date on which it signs and delivers its first Security AgreementSupplement (in the case of any other Grantor), such Grantor will, with respect to each Security Entitlement then owned by it, enter into (and cause the relevantSecurities Intermediary to enter into) a Securities Account Control Agreement in respect of such Security Entitlement and the Securities Account to which theunderlying Financial Asset is credited and will deliver such Securities Account Control Agreement to the Collateral Agent (which shall enter into the same);provided that the Grantors have the right not to comply with this section with respect to Exempt Accounts (and Financial Assets credited thereto and relatedSecurity Entitlements). Thereafter, whenever such Grantor acquires any other Security Entitlement with respect to Financial Assets (other than a FinancialAsset credited to an account that would be an Exempt Account immediately after such Financial Asset is so credited), promptly (and in any event within 10Business Days) cause the underlying Financial Asset to be credited to a Controlled Securities Account.(d) Perfection as to Certificated Securities. When such Grantor delivers the certificate representing any Pledged Certificated Security owned by it to theCollateral Agent and complies with Section 7(h) in connection with such delivery, (i) the Transaction Lien on such Pledged Certificated Security will beperfected, subject to no prior Liens or rights of others (other than Permitted Collateral Liens), (ii) the Collateral Agent will have Control of such PledgedCertificated Security and (iii) assuming the Collateral Agent does not have notice of any adverse claim to such perfected Certificated Security (it beingunderstood and agreed that as of the Closing Date, the Collateral Agent does not have notice of any adverse claim to such Pledged Certificated Security otherthan the ABL Administrative Agent’s claim under the Security Documents (as defined in the ABL Credit Agreement)), the Collateral Agent will be a protectedpurchaser (within the meaning of UCC Section 8-303) thereof. 20(e) Perfection as to Uncertificated Securities. When such Grantor, the Collateral Agent and the issuer of any Pledged Uncertificated Security owned bysuch Grantor enter into an Issuer Control Agreement with respect thereto, (i) the Transaction Lien on such Pledged Uncertificated Security will be perfected,subject to no prior Liens or rights of others (other than Permitted Collateral Liens), (ii) the Collateral Agent will have Control of such Pledged UncertificatedSecurity and (iii) assuming the Collateral Agent does not have notice of any adverse claim to such Pledged Uncertificated Security (it being understood andagreed that as of the Closing Date, the Collateral Agent does not have notice of any adverse claim to such Pledged Uncertificated Security other than the ABLAdministrative Agent’s claim under the Security Documents (as defined in the ABL Credit Agreement)), the Collateral Agent will be a protected purchaser(within the meaning of UCC Section 8-303) thereof.(f) Perfection as to Security Entitlements. So long as the Financial Asset underlying any Security Entitlement owned by such Grantor is credited to aControlled Securities Account, (i) the Transaction Lien on such Security Entitlement will be perfected, subject to no prior Liens or rights of others (exceptLiens and rights of the relevant Securities Intermediary that are Permitted Collateral Liens), (ii) the Collateral Agent will have Control of such SecurityEntitlement and (iii) assuming the Collateral Agent acquires its Security Entitlement with respect thereto without notice of any adverse claim thereto (it beingunderstood and agreed that as of the Closing Date, the Collateral Agent does not have notice of any adverse claim to such Security Entitlement), no actionbased on an adverse claim to such Security Entitlement or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien orother theory, may be asserted against the Collateral Agent or any other Secured Party.(g) Agreement as to Applicable Jurisdiction. In respect of all Security Entitlements owned by such Grantor, and all Pledged Securities Accounts towhich the related Financial Assets are credited, the related Securities Account Control Agreement will provide that the Securities Intermediary’s jurisdiction(determined as provided in UCC Section 8-110(e)) will at all times be located in the United States.(h) Delivery of Pledged Certificates. All certificates representing Pledged Certificated Securities, when delivered to the Collateral Agent, will be insuitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriatelyguaranteed, all in form and substance reasonably satisfactory to the Collateral Agent.(i) Communications. Upon the reasonable request of the Collateral Agent, each Grantor will promptly give to the Collateral Agent copies of any noticesand other communications received by it with respect to (i) Pledged Securities registered in the name of such Grantor or its nominee and (ii) Pledged 21Security Entitlements as to which such Grantor is the Entitlement Holder; provided that, with respect to any such notice or other communication that couldreasonably be expected to adversely affect the security interest of the Collateral Agent in such Pledged Securities or Pledged Securities Entitlements grantedhereunder or the perfection thereof, the Collateral Agent shall be deemed to have made such request on the last day of each fiscal quarter of the Borrower.(j) Foreign Subsidiaries. A Grantor will not be obligated to comply with the provisions of this Section at any time with respect to any voting EquityInterest in a Foreign Subsidiary if and to the extent (but only to the extent) that such voting Equity Interest is excluded from the Transaction Liens at such timepursuant to the definition of “Excluded Equity Interests” and/or the comparable provisions of one or more Security Agreement Supplements.(k) Certification of Limited Liability Company and Partnership Interests. Any limited liability company and any partnership controlled by anyGrantor shall either (a) not include in its operative documents any provision that any Equity Interests in such limited liability company or such partnership bea “security” as defined under Article 8 of the Uniform Commercial Code, or (b) certificate any Equity Interests in any such limited liability company or suchpartnership. To the extent an interest in any limited liability company or partnership controlled by any Grantor and pledged hereunder is certificated orbecomes certificated, each such certificate shall be delivered to the Collateral Agent pursuant to Section 7(a) and such Grantor shall fulfill all otherrequirements under Section 7 applicable in respect thereof.SECTION 8. Deposit Accounts. Each Grantor represents, warrants and covenants as follows:(a) All cash owned by such Grantor shall be deposited, upon or promptly after receipt thereof, in one or more Controlled Deposit Accounts or an accountthat would be an Exempt Account immediately after such deposit.(b) In respect of each Controlled Deposit Account, the related Deposit Account Control Agreement will provide that the Depositary Bank’s jurisdiction(determined as provided in UCC Section 9-304) will at all times be a jurisdiction in which Article 9 of the Uniform Commercial Code is in effect.(c) So long as the Collateral Agent has Control of a Controlled Deposit Account, the Transaction Lien on such Controlled Deposit Account will beperfected, subject to no prior Liens or rights of others (except (x) the Depositary Bank’s right to deduct its normal operating charges and any uncollected fundspreviously credited thereto, (y) Permitted Collateral Liens and (z) as provided in the ABL Intercreditor Agreement).(d) The Asset Sale Proceeds Pledge Account shall be a Controlled Deposit Account and in no event shall any proceeds of ABL Priority Collateral (asdefined in the ABL Intercreditor Agreement) be deposited in the Asset Sale Proceeds Pledged Account. 22SECTION 9. Commercial Tort Claims. Each Grantor represents, warrants and covenants as follows:(a) In the case of an Original Grantor, Schedule 3 accurately describes, with the specificity required to satisfy Official Comment 5 to UCC Section 9-108, each Material Commercial Tort Claim with respect to which such Original Grantor is the claimant as of the Closing Date. In the case of any otherGrantor, Schedule 3 to its first Security Agreement Supplement will accurately describe, with the specificity required to satisfy said Official Comment 5, eachMaterial Commercial Tort Claim with respect to which such Grantor is the claimant as of the date on which it signs and delivers such Security AgreementSupplement.(b) If any Grantor acquires a Material Commercial Tort Claim after the Closing Date (in the case of an Original Grantor) or the date on which it signsand delivers its first Security Agreement Supplement (in the case of any other Grantor), such Grantor will promptly (and in any event within 10 BusinessDays) sign and deliver to the Collateral Agent a Security Agreement Supplement granting a security interest in such Commercial Tort Claim (which shall bedescribed therein with the specificity required to satisfy said Official Comment 5) to the Collateral Agent for the benefit of the Secured Parties.SECTION 10. Transfer of Record Ownership. At any time when an Event of Default shall have occurred and be continuing, the Collateral Agent may(and to the extent that action by it is required, the relevant Grantor, if directed to do so by the Collateral Agent, will as promptly as practicable) cause each ofthe Pledged Securities (or any portion thereof specified in such direction) to be transferred of record into the name of the Collateral Agent or its nominee. EachGrantor will take any and all actions reasonably requested by the Collateral Agent to facilitate compliance with this Section. If the provisions of this Section areimplemented, Section 7(b) shall not thereafter apply to any Pledged Security that is registered in the name of the Collateral Agent or its nominee. The CollateralAgent will promptly give to the relevant Grantor copies of any notices and other communications received by the Collateral Agent with respect to PledgedSecurities registered in the name of the Collateral Agent or its nominee.SECTION 11. Right to Vote Securities; Right to Proceeds of Insurance. (a) Unless an Event of Default shall have occurred and be continuing, eachGrantor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and theFinancial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Grantor,deliver 23to such Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Securitythat is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee isthe Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent.(b) If an Event of Default shall have occurred and be continuing, upon written notice thereof to the Borrower, the Collateral Agent shall have theexclusive right to the extent permitted by law to vote, to give consents, ratifications and waivers and to take any other action with respect to the PledgedInvestment Property, the other Pledged Equity Interests and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect asif the Collateral Agent were the absolute and sole owner thereof, and each Grantor shall take all such action as the Collateral Agent may reasonably requestfrom time to time to give effect to such right.(c) Upon the receipt by Collateral Agent of a request from a Grantor that the Agent (i) turn over the proceeds of any policy of insurance of such Grantoron which the Agent is named as a loss payee or (ii) provide written instructions to the related insurer directing the insurer to pay the proceeds thereof directly tosuch Grantor or its designee, Collateral Agent shall promptly (and in any event within two Business Days) turn over such proceeds or provide such writteninstructions in accordance with the request of such Grantor, unless and to the extent (x) such proceeds are required to be applied to the repayment of theObligations under the Credit Agreement at such time or (y) an Event of Default shall have occurred and be continuing.SECTION 12. Certain Cash Distributions. Cash Distributions with respect to assets held in a Collateral Account shall be deposited and held therein,or withdrawn therefrom, as provided herein and in the Credit Agreement. Funds held in any Collateral Account may, until withdrawn, be invested andreinvested in such Permitted Investments as the relevant Grantor shall request from time to time; provided that if an Event of Default shall have occurred andbe continuing, the Collateral Agent may select such Permitted Investments.SECTION 13. Remedies upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Collateral Agent may exercise (orcause its sub-agents to exercise) any or all of the remedies available to it (or to such sub-agents) under the Loan Documents.(b) Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Collateral Agent may exercise onbehalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) withrespect to any Collateral and, in addition, the Collateral Agent may, without being 24required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell or otherwise dispose of the Collateral or anypart thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash,on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commerciallyreasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, any SecuredParty may be the purchaser of any or all of the Collateral at any such sale and the Collateral Agent (as administrative agent for and representative of theSecured Parties), for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any suchpublic sale, shall be entitled to use and apply all of any part of the Obligations as a credit on account of the purchase price of any Collateral payable at suchsale. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt ofthe Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaseror purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Collateral Agent or such officer or be answerable inany way for the misapplication thereof. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of anyGrantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time in thefuture have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obliged to make any sale of Collateral regardlessof notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixedtherefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, eachGrantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at such a private sale wasless than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateralto more than one offeree. The Collateral Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or otherdisposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such sale or other disposition.(c) If the Collateral Agent sells any of the Collateral upon credit, the Grantors will be credited only with payment actually made by the purchaser,received by the Collateral Agent and applied in accordance with Section 14 hereof. In the event the purchaser fails to pay for the Collateral, the Collateral Agentmay resell the same, subject to the same rights and duties set forth herein. 25(d) Notice of any such sale or other disposition shall be given as required by applicable law, rule or regulation. Each Grantor hereby agrees that 10 days’written notice of any proposed sale or other disposition of Collateral by the Collateral Agent shall be reasonable.(e) For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall belawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent a license (exercisable without payment of royalty orother compensation to the Grantors and subject to any prior rights granted by such Grantor to third parties), to use, license or sublicense any of the Collateralconsisting of Intellectual Property now owned or hereafter acquired by such Grantor, and including in such license access to all media in which any of thelicensed items may be recorded or stored and to all computer software and programs (solely to the extent permitted by the relevant licenses therefor) used for thecompilation or printout thereof; provided, however, that any trademarks or service marks licensed pursuant to the foregoing may be used only in connectionwith goods and services of similar type and similar or greater quality than those theretofore sold by such Grantor under such trademark or service mark. Theuse of such license by the Collateral Agent may be exercised only upon the occurrence and during the continuation of an Event of Default; provided, however,that any license or sublicense entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequentcure of an Event of Default.SECTION 14. Application of Proceeds. (a) If an Event of Default shall have occurred and be continuing, the Collateral Agent may apply (i) any cashheld in the Collateral Accounts and (ii) the proceeds of any sale or other disposition of all or any part of the Collateral to the Obligations, which applicationshall be made by the Collateral Agent (as administrative agent for the Secured Parties) in the following order (subject to the terms of the ABL IntercreditorAgreement):First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest,but including all reasonable fees, disbursements and other charges of counsel under Section 9.05 of the Credit Agreement and amounts payable underSections 2.14 through 2.21 of the Credit Agreement) payable to the Administrative Agent or the Collateral Agent in its capacity as such;Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payableto the Lenders (including all reasonable fees, disbursements and other charges of counsel under Section 9.05 of the Credit Agreement and amountspayable under Sections 2.14 through 2.21 of the Credit Agreement), ratably among them in proportion to the amounts described in this clause Secondpayable to them; 26Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on, and unpaid principal of, the Term Loans, theObligations under Secured Hedge Agreements and the Obligations under Secured Cash Management Obligations, ratably among the Secured Parties inproportion to the respective amounts described in this clause Third held by them;Fourth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent, the Collateral Agent andthe other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent,the Collateral Agent and the other Secured Parties on such date; andLast, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable law, rule orregulation.(b) If at any time any portion of any monies collected or received by the Collateral Agent would, but for the provisions of this Section 14(b), be payablepursuant to Section 14(a) in respect of a Contingent Obligation, the Collateral Agent shall not apply any monies to pay such Contingent Obligation but insteadshall request the holder thereof, at least 10 days before each proposed distribution hereunder, to notify the Collateral Agent as to the maximum amount of suchContingent Obligation if then ascertainable (e.g., in the case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If theholder of such Contingent Obligation does not notify the Collateral Agent of the maximum ascertainable amount thereof at least two Business Days before suchdistribution, such holder will not be entitled to share in such distribution. If such holder does so notify the Collateral Agent as to the maximum ascertainableamount thereof, the Collateral Agent will allocate to such holder a portion of the monies to be distributed in such distribution, calculated as if such ContingentObligation were outstanding in such maximum ascertainable amount. However, the Collateral Agent will not apply such portion of such monies to pay suchContingent Obligation, but instead will hold such monies or invest such monies in Permitted Investments. All such monies and Permitted Investments and allproceeds thereof will constitute Collateral hereunder, but will be subject to distribution in accordance with this Section 14(b) rather than Section 14(a). TheCollateral Agent will hold all such monies and Permitted Investments and the net proceeds thereof in trust until all or part of such Contingent Obligationbecomes a Non-Contingent Obligation, whereupon the Collateral Agent at the request of the relevant Secured Party will apply the amount so held in trust to paysuch Non-Contingent Obligation; provided that, if the other Secured Obligations theretofore paid pursuant to the same clause of Section 14(a) (i.e., clausesecond 27or third) were not paid in full, the Collateral Agent will apply the amount so held in trust to pay the same percentage of such Non-Contingent Obligation as thepercentage of such other Secured Obligations theretofore paid pursuant to the same clause of Section 14(a). If (i) the holder of such Contingent Obligation shalladvise the Collateral Agent that no portion thereof remains in the category of a Contingent Obligation and (ii) the Collateral Agent still holds any amount held intrust pursuant to this Section 14(b) in respect of such Contingent Obligation (after paying all amounts payable pursuant to the preceding sentence with respectto any portions thereof that became Non-Contingent Obligations), such remaining amount will be applied by the Collateral Agent in the order of priorities setforth in Section 14(a).(c) In making the payments and allocations required by this Section, the Collateral Agent may rely upon information supplied to it pursuant toSection 18(c). All distributions made by the Collateral Agent pursuant to this Section shall be final (except in the event of manifest error) and the CollateralAgent shall have no duty to inquire as to the application by any Secured Party of any amount distributed to it.SECTION 15. Fees and Expenses; Indemnification. (a) All expenses of protecting, storing, warehousing, insuring, handling, maintaining andshipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by CollateralAgent to any Person to realize upon any Collateral, shall be borne and paid by the Grantors. The Borrower will forthwith upon demand pay to the CollateralAgent:(i) the amount of any taxes that the Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateralfrom any other Lien thereon;(ii) the amount of any reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation,execution and administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any otherdocuments prepared in connection herewith or therewith, and the consummation and administration of the Transactions, including, without limitation,the reasonable fees, charges and disbursements of a single counsel to the Collateral Agent and Lenders (which shall be selected by the Collateral Agent)and, if applicable, one special or local counsel in each applicable jurisdiction, as appropriate and, in the case of a conflict of interest, Secured Partiesmay engage and be reimbursed for additional counsel; and(iii) the amount required to pay or reimburse each Secured Party and the Collateral Agent for all its reasonable costs and expenses incurred inconnection with the enforcement of any rights under this 28Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one counsel selectedby the Collateral Agent and, at any time after and during the continuance of an Event of Default, of one counsel to the Lenders and, if applicable, specialor local counsel in each applicable jurisdiction, as appropriate, and, in the case of a conflict of interest, Secured Parties may engage and be reimbursedfor additional counsel, as appropriate.Any such amount not paid to the Collateral Agent on demand will bear interest for each day thereafter until paid at the rate provided for in Section 2.07 of theCredit Agreement.(b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the SecurityDocuments, the Borrower will pay such tax and provide any required tax stamps to the Collateral Agent or as otherwise required by law.(c) The Borrower shall indemnify each of the Secured Parties, their respective affiliates and the respective directors, officers, agents and employees ofthe foregoing (each an “Indemnitee”) in accordance with Section 9.05 of the Credit Agreement.SECTION 16. Authority to Administer Collateral. Each Grantor irrevocably appoints the Collateral Agent (and all Persons designated by the CollateralAgent) as its true and lawful attorney (and agent in fact), with full power of substitution, in its name or in the name of such Grantor, any Secured Party orotherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s sole cost and expense, to the extent permitted by law and without notice, toexercise, at any time and from time to time, all or any of the following powers with respect to all or any of such Grantor’s Collateral:(i) endorse a Grantor’s name on any proceeds of Collateral (including proceeds of insurance) that come into the Collateral Agent’s possession orcontrol; or(ii) during the continuance of any Event of Default:(A) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings orotherwise, and generally exercise any rights and remedies with respect to Accounts;(B) demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, 29(C) settle, adjust, modify, compromise, compound, discharge, release, prosecute or defend any Accounts or other Collateral or any actionor proceeding with respect thereto,(D) collect, liquidate and receive balances in Pledged Deposit Accounts or Pledged Securities Accounts, and take control, in any manner, ofproceeds of Collateral;(E) prepare, file and sign a Grantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice,assignment or satisfaction of Lien or similar document;(F) receive, open and dispose of mail addressed to a Grantor, and notify postal authorities to deliver any such mail to an address designatedby the Collateral Agent;(G) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Inventory orother Collateral;(H) use a Grantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors;(I) use information contained in any data processing, electronic or information systems relating to Collateral;(J) make and adjust claims under insurance policies;(K) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or otherinstrument for which a Grantor is a beneficiary;(L) sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agentwere the absolute owner thereof,(M) extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; and(N) take all other actions as the Collateral Agent deems appropriate to fulfill any Grantor’s obligations under the Loan Documents.SECTION 17. Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, theCollateral 30Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or asto the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent will be deemed to have exercised reasonable care inthe custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accordsits own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any actor omission of any sub-agent or bailee selected by the Collateral Agent in good faith, except to the extent that such liability arises from the Collateral Agent’sgross negligence or willful misconduct.SECTION 18. General Provisions Concerning the Collateral Agent.(a) The Collateral Agent. The provisions of Article 8 of the Credit Agreement shall inure to the benefit of the Collateral Agent, and shall be binding uponall Grantors and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing,(i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing,(ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powersexpressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders (or such other number orpercentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.07 of the Credit Agreement), and (iii) except as expressly setforth in the Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any informationrelating to any Grantor that is communicated to or obtained by the bank serving as the Collateral Agent or any of its Affiliates in any capacity. The CollateralAgent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of anyTransaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The CollateralAgent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentageof the Lenders as shall be necessary under the circumstances as provided in Section 9.07 of the Credit Agreement) or in the absence of its own gross negligenceor willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given tothe Collateral Agent by the Borrower or a Secured Party.(b) Sub-Agents and Related Parties. The Collateral Agent may perform any and all its duties and exercise its rights and powers by or through any oneor more employees and sub-agents appointed by the Collateral Agent. The Collateral Agent and any such sub-agent may perform any and all its duties andexercise its 31rights and powers through their respective Related Parties. The Collateral Agent may consult with and employ Agent Professionals, and shall be entitled to actupon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. The exculpatory provisions ofSection 17 and this Section shall apply to any such sub-agent and to the Related Parties of the Collateral Agent and any such sub-agent, and shall apply totheir respective activities in connection with the syndication of the credit facilities as well as activities of the Collateral Agent. The Collateral Agent shall not beresponsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.(c) Information as to Obligations and Actions by Secured Parties. For all purposes of the Security Documents, including determining the amounts ofthe Obligations and whether an Obligation is a Contingent Obligation or not, or whether any action has been taken under any Secured Agreement, the CollateralAgent will be entitled to rely on information from (i) its own records for information as to the Credit Parties, their Obligations and actions taken by them,(ii) any Secured Party for information as to its Obligations and actions taken by it, to the extent that the Collateral Agent has not obtained such informationfrom its own records, and (iii) the Borrower, to the extent that the Collateral Agent has not obtained information from the foregoing sources.(d) Refusal to Act. The Collateral Agent may refuse to act on any notice, consent, direction or instruction from any Secured Parties or any agent, trusteeor similar representative thereof that, in the Collateral Agent’s opinion, (i) is contrary to law or the provisions of any Security Document, (ii) may expose theCollateral Agent to personal liability or (iii) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction.SECTION 19. Termination of Transaction Liens; Release of Collateral. (a) The Transaction Liens granted by each Guarantor shall terminate whenits Secured Guarantee is released pursuant to Section 2(c).(b) The Transaction Liens granted by the Borrower shall terminate when all the Release Conditions are satisfied.(c) Notwithstanding the foregoing, the Transaction Liens with respect to property of the Borrower or any Guarantor securing the Obligations will beautomatically released, in whole or in part, to the extent permitted in Section 9.21(c) of the Credit Agreement.(d) Upon any termination of a Transaction Lien or release of Collateral, the Collateral Agent will, subject to the terms of Section 9.21(d) of the CreditAgreement, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the termination of such Transaction Lienor the release of such Collateral, as the case may be, and will duly assign and 32transfer to such Grantor any such Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied orreleased pursuant to this Agreement.SECTION 20. Additional Guarantors and Grantors. Any Subsidiary may and to the extent required by Section 5.11(b) of the Credit Agreement,shall become a party hereto by signing and delivering to the Collateral Agent a Security Agreement Supplement, whereupon such Subsidiary shall become a“Guarantor” and a “Grantor” as defined herein.SECTION 21. Notices. Each notice, request or other communication given to any party hereunder shall be given in accordance with subsection 9.01 ofthe Credit Agreement, and in the case of any such notice, request or other communication to a Grantor other than the Borrower, shall be given to it in care ofthe Borrower.SECTION 22. No Implied Waivers; Remedies Not Exclusive. No failure to exercise and no delay in exercising, on the part of any party hereto, anyright, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of anyright, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Withoutlimiting the generality of the foregoing, the making of the Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether theCollateral Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. The rights, remedies, powers and privilegesherein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.SECTION 23. Successors and Assigns. This Agreement is for the benefit of the Collateral Agent and the Secured Parties. If all or any part of anySecured Party’s interest in any Obligation is assigned or otherwise transferred, the transferor’s rights hereunder, to the extent applicable to the obligation sotransferred, shall be automatically transferred with such obligation. This Agreement shall be binding on the Grantors and their respective successors andassigns.SECTION 24. Amendments and Waivers. Neither this Agreement nor any provision hereof may be waived, amended, modified or terminated exceptpursuant to an agreement or agreements in writing entered into by the Collateral Agent, with the consent of such Lenders as are required to consent thereto underSection 9.07 of the Credit Agreement. No such waiver, amendment or modification shall (i) be binding upon any Grantor, except with its written consent, or(ii) affect the rights of a Secured Party (other than a Lender) hereunder more adversely than it affects the comparable rights of the Lenders hereunder, withoutthe consent of such Secured Party. 33SECTION 25. Choice of Law. This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) basedupon, arising out of or relating to this Agreement and the Transactions shall be construed in accordance with and governed by the law of the State of NewYork, without giving effect to any conflict of law principles that result in the application of laws of another jurisdiction.SECTION 26. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISINGOUT OF OR RELATING TO ANY SECURITY DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ONCONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT ORATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, INTHE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHERPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERSAND CERTIFICATIONS IN THIS SECTION.SECTION 27. Severability. Any provision of any Security Document which is prohibited or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitionor unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.SECTION 28. ABL Intercreditor Agreement. Notwithstanding anything herein to the contrary, the Liens and security interests granted to the CollateralAgent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder, in each case, with respect to the Collateral aresubject to the limitations and provisions of the ABL Intercreditor Agreement. In the event of any conflict between the terms of the ABL Intercreditor Agreementand the terms of this Agreement with respect to the Collateral, the terms of the ABL Intercreditor Agreement shall govern and control; provided that the ABLIntercreditor Agreement shall not be construed, by its terms, to modify any security interest granted pursuant to Section 3 hereof. To the extent that any “ABLPriority Collateral” (as defined in the ABL Intercreditor Agreement) is required pursuant to the terms of this Agreement to be delivered to the Collateral Agent, solong as the ABL Intercreditor Agreement is in effect, delivery of such ABL Priority Collateral (as defined in, and pursuant to the terms of, the ABLIntercreditor Agreement) to the ABL Administrative Agent shall be deemed to satisfy such requirement. 34[SIGNATURES FOLLOW] 35IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day andyear first above written. SCHOOL SPECIALTY, INC. By: /s/ Michael P. Lavelle Name: Title: CREDIT SUISSE AG, CAYMAN ISLANDSBRANCH, as Collateral Agent By: /s/ Michael P. Lavelle Name: Title: By: /s/ Michael P. Lavelle Name: Title:Guarantors: CALIFONE INTERNATIONAL, INC. By: /s/ Michael P. Lavelle Name: Title: CLASSROOMDIRECT.COM, LLC By: /s/ Michael P. Lavelle Name: Title: 36 CHILDCRAFT EDUCATION CORP. By: /s/ Michael P. Lavelle Name: Title: DELTA EDUCATION, LLC By: /s/ Michael P. Lavelle Name: Title: SPORTIME, LLC By: /s/ Michael P. Lavelle Name: Title: PREMIER AGENDAS, INC. By: /s/ Michael P. Lavelle Name: Title: BIRD-IN-HAND WOODWORKS, INC. By: /s/ Michael P. Lavelle Name: Title: 37SCHEDULE 1EQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATESOWNED BY ORIGINAL GRANTORS(as of the Closing Date) Issuer JurisdictionofOrganization Owner ofEquity Interest PercentageOwned Number ofShares or Units1. Califone International, Inc. Delaware School Specialty, Inc. 100% 1002. Childcraft Education Corp. New York School Specialty, Inc. 100% 1,0003. ClassroomDirect.com, LLC Delaware School Specialty, Inc. 100% 1 member share4. Delta Education, LLC Delaware School Specialty, Inc. 100% 100 member shares5. Frey Scientific, Inc. Delaware School Specialty, Inc. 100% 1006. Premier Agendas, Inc. Washington School Specialty, Inc. 100% 11,2007. Sax Arts & Crafts, Inc. Delaware School Specialty, Inc. 100% 1008. Sportime, LLC Delaware School Specialty, Inc. 100% 100 member shares9. Premier School Agendas Ltd. Canada School Specialty, Inc. 100% 10010. Select Agendas, Corp. Canada School Specialty, Inc. 100% 1,00011. Bird-In-Hand Woodworks, Inc. New Jersey Childcraft Education Corp. 100% 5 S-1-1SCHEDULE 2INVESTMENT PROPERTY(other than Equity Interests in Subsidiaries and Affiliates)OWNED BY ORIGINAL GRANTORS(as of the Closing Date)PART 1 — SecuritiesNone.PART 2 — Securities AccountsNone. S-1-2SCHEDULE 3MATERIAL COMMERCIAL TORT CLAIMSSchool Specialty, Inc. (“SSI”) v. RR Donnelley & Sons Company (“RRD”), U.S. Dist. Ct. E.D. Wis., Case No.1:12-CV-01034. SSI sued RRD for damagesresulting from a deficient printing job. RRD counterclaimed against SSI for fraud in the inducement and breach of contract, claiming SSI concealed knownproblems with the inks RRD used for the printing job, and SSI breached its contract with RRD by cancelling purchase orders for additional work. RRD seeksdamages in excess of $500,000. Litigation counsel believes that this suit will yield a net payment to SSI. S-1-3EXHIBIT Ato Security AgreementSECURITY AGREEMENT SUPPLEMENTSECURITY AGREEMENT SUPPLEMENT dated as of , , between [NAME OF GRANTOR] (the “Grantor”) and CREDIT SUISSEAG, as Collateral Agent.WHEREAS, School Specialty, Inc. (the “Borrower”), the other Guarantors party thereto and Credit Suisse AG, as Collateral Agent are parties to aGuarantee and Collateral Agreement dated as of June 11, 2013 (as heretofore amended and/or supplemented, the “Security Agreement”) under which theBorrower secures all Obligations (as defined therein) and the Guarantors guarantee the Obligations and secure their respective guarantees thereof;WHEREAS, [name of Grantor] desires to become [is] a party to the Security Agreement as a Guarantor and Grantor thereunder; andWHEREAS, terms defined in the Security Agreement (or whose definitions are incorporated by reference in Section 1 of the Security Agreement) and nototherwise defined herein have, as used herein, the respective meanings provided for therein;NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:1. Secured Guarantee. The Grantor unconditionally guarantees the full and punctual payment of each Obligation when due (whether at statedmaturity, upon acceleration or otherwise). The Grantor acknowledges that, by signing this Security Agreement Supplement and delivering it to the CollateralAgent, the Grantor becomes a “Guarantor” and “Grantor” for all purposes of the Security Agreement and that its obligations under the foregoing SecuredGuarantee are subject to all the provisions of the Security Agreement (including those set forth in Section 2 thereof) applicable to the obligations of a Guarantorthereunder. Delete this Section if the Grantor is a Guarantor that is already a party to the Security Agreement. A-1112. Grant of Transaction Liens. (a) In order to secure Obligations, including the Obligations under the Secured Guarantee, as applicable, the Grantorgrants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Grantor, whether now ownedor existing or hereafter acquired or arising and regardless of where located (the “New Collateral”):[describe property being added to the Collateral](b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted thereinincludes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) securessuch right to payment or performance or (y) secures any such Supporting Obligation.(c) The foregoing Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, ortransfer or in any way affect or modify, any obligation or liability of the Grantor with respect to any of the New Collateral or any transaction inconnection therewith.3. Delivery of Collateral. Concurrently with delivering this Security Agreement Supplement to the Collateral Agent, the Grantor is complying with theprovisions of Section 7 of the Security Agreement with respect to Investment Property, in each case if and to the extent included in the New Collateral at suchtime.4. Party to Security Agreement. Upon delivering this Security Agreement Supplement to the Collateral Agent, the Grantor will become a party to theSecurity Agreement and will thereafter have all the rights and obligations of a Guarantor and a Grantor thereunder and be bound by all the provisions thereofas fully as if the Grantor were one of the original parties thereto.5. Representations and Warranties. (a) The Grantor (a) is duly organized or formed, as the case may be, validly existing and in good standing underthe laws of the jurisdiction of its organization or formation, (b) has the requisite power and authority to own and operate its properties, to lease the properties itoperates as lessee and to conduct the business in which it is currently engaged as it is currently conducted, (c) is duly qualified as a foreign corporation If the Grantor is not already a party to the Security Agreement, clauses (i) through (xiii) of, and the proviso to, Section 3(a) of the Security Agreement maybe appropriate. A-222and in good standing under the laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires suchqualification except to the extent that the failure to so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is incompliance with all applicable laws, rules or regulations except to the extent that the failure to comply therewith could not, in the aggregate, reasonably beexpected to have a Material Adverse Effect.(b) The Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the datehereof.(c) The execution and delivery of this Security Agreement Supplement by the Grantor and the performance by it of its obligations under theSecurity Agreement as supplemented hereby are within its corporate or other powers, have been duly authorized by all necessary corporate or otheraction, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a defaultunder, any provision of applicable law or regulation or of its organizational documents, or of any agreement, judgment, injunction, order, decree or otherinstrument binding upon it or result in the creation or imposition of any Lien (except a Transaction Lien) on any of its assets.(d) The Security Agreement as supplemented hereby constitutes a valid and binding agreement of the Grantor, enforceable in accordance with itsterms, except as limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally and(ii) general principles of equity.(e) Each of the representations and warranties set forth in Sections 4 through 10 of the Security Agreement is true as applied to the Grantor and theNew Collateral. For purposes of the foregoing sentence, references in said Sections to a “Grantor” shall be deemed to refer to the Grantor, references to“Schedules” to the Security Agreement shall be deemed to refer to the corresponding Schedules to this Security Agreement Supplement, references to“Collateral” shall be deemed to refer to the New Collateral, and references to the “Closing Date” shall be deemed to refer to the date on which the Grantorsigns and delivers this Security Agreement Supplement.6. Governing Law. This Security Agreement Supplement and any claims, controversy, dispute or cause of action (whether in contract or tort orotherwise) based upon, arising out of or relating to this Security Agreement Supplement and the Transactions shall be construed in accordance with andgoverned by the law of the State of New York, without giving effect to any conflict of law principles that result in the application of laws of anotherjurisdiction. A-3[The remainder of this page has been intentionally left blank.] A-4IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement Supplement to be duly executed by their respective authorizedofficers as of the day and year first above written. [NAME OF GRANTOR]By: Name: Title:CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, asCollateral AgentBy: Name: Title:By: Name: Title: A-5Schedule 1to Security AgreementSupplementEQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATESOWNED BY GRANTOR Issuer JurisdictionofOrganization PercentageOwned Number ofShares or Units A-6Schedule 2to Security AgreementSupplementINVESTMENT PROPERTY(other than Equity Interests in Subsidiaries and Affiliates)OWNED BY GRANTORPART 1 — Securities Issuer JurisdictionofOrganization AmountOwned Type ofSecurity PART 2 — Securities AccountsThe Grantor owns Security Entitlements with respect to Financial Assets credited to the following Securities Accounts: Securities Intermediary AccountNumber A-7EXHIBIT Bto Security AgreementNOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS(Copyrights, Copyright Registrations, and Copyright Licenses)[DATE]WHEREAS, [name of Grantor], a [corporation] (herein referred to as the “Grantor”) owns, or in the case of licenses is a party to, theCopyright Collateral (as defined below);WHEREAS, School Specialty, Inc. (the “Company”), the subsidiaries of Company party thereto as Borrowers (together with Company, collectively,the “Borrowers”), the other Guarantors party thereto, the Lenders party thereto, and Credit Suisse AG, as Collateral Agent, are parties to a Credit Agreementdated as of June 11, 2013 (as amended from time to time, the “Credit Agreement”); andWHEREAS, pursuant to (i) a Guarantee and Collateral Agreement dated as of June 11, 2013 (as amended and/or supplemented from time to time, the“Security Agreement”) among the Borrowers, the Guarantors party thereto and Credit Suisse AG, as Collateral Agent for the Secured Parties referred totherein (in such capacity, together with its successors in such capacity, the “Grantee”), and (ii) certain other Security Documents (including this Notice ofGrant of Security Interest in Copyrights), the Grantor has secured certain of its Obligations (the “Secured Obligations”) and guaranteed certain obligations ofthe Borrowers and the other Guarantors, as applicable, and secured such guarantee (the “Grantor’s Secured Guarantee”) by granting to the Grantee for thebenefit of such Secured Parties a continuing security interest in personal property of the Grantor, including all right, title and interest of the Grantor in, to andunder the Copyright Collateral (as defined below);NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby grants tothe Grantee, to secure its Secured Obligations, including its Obligations under the Grantor’s Secured Guarantee, a continuing security interest in all ofGrantor’s right, title and interest in, to and under the following (all of the following items or types of property being herein collectively referred to as the“Copyright Collateral”), whether now owned or existing or hereafter acquired or arising:(i) each Copyright (as defined in the Security Agreement) owned by the Grantor, including, without limitation, each Copyright registration orapplication therefor referred to in Schedule 1 hereto; Modify if entity is not a corporation. B-133(ii) each Exclusive Copyright License (as defined in the Security Agreement) to which the Grantor is a party, including, without limitation, eachExclusive Copyright License referred to in Schedule 1 hereto; and(iii) all proceeds of, revenues from, and accounts and general intangibles arising out of, the foregoing, including, without limitation, all proceedsof and revenues from any claim by the Grantor against third parties for past, present or future infringement of any Copyright owned by the Grantor(including, without limitation, any Copyright identified in Schedule 1), and all rights and benefits of the Grantor under any Exclusive CopyrightLicense (including, without limitation, any Exclusive Copyright License identified in Schedule 1).The foregoing security interest is granted in conjunction with the security interests granted by the Grantor to the Grantee pursuant to the SecurityAgreement, and is expressly subject to the terms and conditions thereof. The Grantor acknowledges and affirms that the rights and remedies of the Granteewith respect to the security interest in the Copyright Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions ofwhich are incorporated by reference herein as if fully set forth herein and which shall override the terms hereof in the event of a conflict.This Notice of Grant of Security Interest in Copyrights has been executed and delivered by the Grantor for the purpose of recording the grant of securityinterest herein with the United States Copyright Office (and any successor office).This Notice of Grant of Security Interest in Copyrights may be executed in counterparts, each of which will be deemed an original, but all of whichtogether constitute one original.[The remainder of this page has been intentionally left blank.] B-2IN WITNESS WHEREOF, the Grantor has caused this Notice of Grant of Security Interest in Copyrights to be duly executed by its officer thereuntoduly authorized as of the date first written above. [NAME OF GRANTOR]By: Name: Title: Acknowledged:CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,as Collateral AgentBy: Name: Title:By: Name: Title: B-3Schedule 1to CopyrightSecurity Agreement[NAME OF GRANTOR]U.S. COPYRIGHT REGISTRATIONS Registration No. Title EXCLUSIVE COPYRIGHT LICENSES Name, Date andParties toAgreement Title(s) ofWorks ofAuthorship CopyrightRegistrationNo(s). CopyrightOwner(s) B-4EXHIBIT Cto Security AgreementNOTICE OF GRANT OF SECURITY INTEREST IN PATENTS(Patents, Patent Applications and Patent Licenses)[DATE]WHEREAS, [name of Grantor], a [corporation] (herein referred to as the “Grantor”) owns, or in the case of licenses is a party to, thePatent Collateral (as defined below);WHEREAS, School Specialty, Inc. (the “Company”), the subsidiaries of Company party thereto as Borrowers (together with Company, collectively,the “Borrowers”), the other Guarantors party thereto, the Lenders party thereto, and Credit Suisse AG, as Collateral Agent, are parties to a Credit Agreementdated as of June 11, 2013 (as amended from time to time, the “Credit Agreement”); andWHEREAS, pursuant to (i) a Guarantee and Collateral Agreement dated as of June 11, 2013 (as amended and/or supplemented from time to time, the“Security Agreement”) among the Borrowers, the Guarantors party thereto and Credit Suisse AG, as Collateral Agent for the Secured Parties referred totherein (in such capacity, together with its successors in such capacity, the “Grantee”), and (ii) certain other Security Documents (including this Notice ofGrant of Security Interest in Patents), the Grantor has secured certain of its Obligations (the “Secured Obligations”) and guaranteed certain obligations of theBorrowers and the other Guarantors, as applicable and secured such guarantee (the “Grantor’s Secured Guarantee”) by granting to the Grantee for thebenefit of such Secured Parties a continuing security interest in personal property of the Grantor, including all right, title and interest of the Grantor in, to andunder the Patent Collateral (as defined below);NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby grants tothe Grantee, to secure its Secured Obligations, including its Obligations under the Grantor’s Secured Guarantee, a continuing security interest in all of theGrantor’s right, title and interest in, to and under the following (all of the following items or types of property being herein collectively referred to as the“Patent Collateral”), whether now owned or existing or hereafter acquired or arising:(i) each Patent (as defined in the Security Agreement) owned by the Grantor, including, without limitation, each Patent referred to in Schedule 1hereto; and(ii) all proceeds of and revenues from the foregoing, including, without limitation, all proceeds of and revenues from any claim by the Grantoragainst third parties for past, present or future infringement of any Patent owned by the Grantor (including, without limitation, any Patent identified inSchedule 1 hereto). Modify if entity is not a corporation. C-144The foregoing security interest is granted in conjunction with the security interests granted by the Grantor to the Grantee pursuant to the SecurityAgreement, and is expressly subject to the terms and conditions thereof. The Grantor acknowledges and affirms that the rights and remedies of the Granteewith respect to the security interest in the Patent Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of whichare incorporated by reference herein as if fully set forth herein and which shall override the terms hereof in the event of a conflict.This Notice of Grant of Security Interest in Patents has been executed and delivered by the Grantor for the purpose of recording the grant of securityinterest herein with the United States Patent and Trademark Office (and any successor office).This Notice of Grant of Security Interest in Patents may be executed in counterparts, each of which will be deemed an original, but all of which togetherconstitute one original.[The remainder of this page has been intentionally left blank.] C-2IN WITNESS WHEREOF, the Grantor has caused this Notice of Grant of Security Interest in Patents to be duly executed by its officer thereunto dulyauthorized as of the date first written above. [NAME OF GRANTOR]By: Name: Title: Acknowledged:CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,as Collateral AgentBy: Name: Title:By: Name: Title: C-3Schedule 1to PatentSecurity Agreement[NAME OF GRANTOR]U.S. PATENTS AND DESIGN PATENTS Patent No. Issue Date Country Title U.S. PATENT APPLICATIONS Serial No. Country ApplicationDate Title C-4EXHIBIT Dto Security AgreementNOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS(Trademarks, Trademark Registrations, TrademarkApplications and Trademark Licenses)[DATE]WHEREAS, [name of Grantor], a [corporation] (herein referred to as the “Grantor”) owns, or in the case of licenses is a party to, theTrademark Collateral (as defined below);WHEREAS, School Specialty, Inc. (the “Company”), the subsidiaries of Company party thereto as Borrowers (together with Company, collectively,the “Borrowers”), the other Guarantors party thereto, the Lenders party thereto, and Credit Suisse AG, as Collateral Agent, are parties to a Credit Agreementdated as of June 11, 2013 (as amended from time to time, the “Credit Agreement”); andWHEREAS, pursuant to (i) a Guarantee and Collateral Agreement dated as of June 11, 2013 (as amended and/or supplemented from time to time, the“Security Agreement”) among the Borrowers, the Guarantors party thereto and Credit Suisse AG, as Collateral Agent for the Secured Parties referred totherein (in such capacity, together with its successors in such capacity, the “Grantee”), and (ii) certain other Security Documents (including this Notice ofGrant of Security Interest in Trademarks), the Grantor has secured certain of its Obligations (the “Secured Obligations”) and guaranteed certain obligationsof the Borrowers and the other Guarantors, as applicable, and secured such guarantee (the “Grantor’s Secured Guarantee”) by granting to the Grantee forthe benefit of such Secured Parties a continuing security interest in personal property of the Grantor, including all right, title and interest of the Grantor in, toand under the Trademark Collateral (as defined below);NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby grants tothe Grantee, to secure its Secured Obligations, including its Obligations under the Grantor’s Secured Guarantee, a continuing security interest in all of theGrantor’s right, title and interest in, to and under the following (all of the following items or types of property being herein collectively referred to as the“Trademark Collateral”), whether now owned or existing or hereafter acquired or arising:(i) each Trademark (as defined in the Security Agreement) owned by the Grantor, including, without limitation, each Trademark registration andapplication referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of, or symbolized by, each Trademark; and(ii) all proceeds of and revenues from the foregoing, including, without limitation, all proceeds of and revenues from any claim by the Grantoragainst third parties for past, present or future unfair competition with, or violation of intellectual property rights in connection with or injury to, orinfringement or dilution of, any Trademark owned by the Grantor (including, without limitation, any Trademark identified in Schedule 1 hereto);provided that no security interest shall be granted in any United States intent-to-use Trademark applications to the extent that, and solely during theperiod in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark applications underapplicable federal law. Modify if entity is not a corporation. D-155The foregoing security interest is granted in conjunction with the security interests granted by the Grantor to the Grantee pursuant to the SecurityAgreement, and is expressly subject to the terms and conditions thereof. The Grantor acknowledges and affirms that the rights and remedies of the Granteewith respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions ofwhich are incorporated by reference herein as if fully set forth herein and which shall override the terms hereof in the event of a conflict.This Notice of Grant of Security Interest in Trademarks has been executed and delivered by the Grantor for the purpose of recording the grant ofsecurity interest herein with the United States Patent and Trademark Office (and any successor office).This Notice of Grant of Security Interest in Trademarks may be executed in counterparts, each of which will be deemed an original, but all of whichtogether constitute one original.IN WITNESS WHEREOF, the Grantor has caused this Notice of Grant of Security Interest in Trademarks to be duly executed by its officer thereuntoduly authorized as of the date first written above. D-2[NAME OF GRANTOR]By: Name: Title: Acknowledged:CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,as Collateral AgentBy: Name: Title:By: Name: Title: D-3Schedule 1to TrademarkSecurity Agreement[NAME OF GRANTOR]U.S. TRADEMARK REGISTRATIONS TRADEMARK REG. NO. REG. DATE U.S. TRADEMARK APPLICATIONS TRADEMARK APP. NO. APP. DATE D-4EXHIBIT Eto Security AgreementPERFECTION CERTIFICATEJune 11, 2013Reference is hereby made to (i) that certain Guarantee and Collateral Agreement, dated as of the date hereof (the “ABL Security Agreement”), amongSCHOOL SPECIALTY, INC., a Wisconsin corporation (“Company”), as a borrower, the subsidiaries of Company party thereto as borrowers, the otherguarantors party thereto and BANK OF AMERICA, N.A., as collateral agent (the “ABL Agent”), and (ii) that certain Guarantee and Collateral Agreement,dated as of the date hereof (the “Term Loan Security Agreement” and the Term Loan Security Agreement, together with the ABL Security Agreement, each a“Security Agreement”), among Company, as the borrower, the subsidiaries of Company party thereto as guarantors and CREDIT SUISSE AG, as collateralagent (the “Term Loan Agent” and the Term Loan Agent, together with the ABL Agent, each an “Agent”). Capitalized terms used but not defined herein have themeanings assigned in each applicable Security Agreement.As used herein, the term “Companies” means each Grantor (as defined in the Security Agreement).The undersigned hereby certify to each Agent as follows:1. Names. (a) The exact legal name of each Company, as such name appears in its respective certificate of incorporation or any other organizationaldocument, is set forth in Schedule 1(a). Each Company is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a registered organizationexcept to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Company that is aregistered organization, the federal taxpayer identification number of each Company and the jurisdiction of formation of each Company.(b) Set forth in Schedule 1(b) hereto is any other corporate or organizational names each Company has had in the past five years, together with thedate of the relevant change.(c) Set forth in Schedule 1(c) is a list of all other names (including trade names or similar appellations) used by each Company, or any otherbusiness or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction oforganization or otherwise, at any To be conformed to final agreed form of Perfection Certificate. E-111time in the past five years. Also set forth in Schedule 1(c) is the information required by Section 1 of this certificate for any other business ororganization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organizationor otherwise, at any time in the past five years. Except as set forth in Schedule 1(c), no Company has changed its jurisdiction of organization at anytime during the past twelve months.2. Current Locations. (a) The chief executive office of each Company is located at the address set forth in Schedule 2(a) hereto.(b) Set forth in Schedule 2(b) are all locations where each Company maintains any books or records relating to any Account.(c) Set forth in Schedule 2(c) hereto are all other locations where each Company maintains any of the Collateral consisting of inventory orequipment, in each case with an aggregate value in excess of $250,000 at any one location.(d) Set forth in Schedule 2(d) hereto are the names and addresses of all persons or entities other than each Company, such as lessees, consignees,warehousemen or purchasers of chattel paper, which have possession or are intended to have possession of any of the Collateral consisting ofinstruments, chattel paper, inventory or equipment, in each case with an aggregate value in excess of $250,000 at any one location.3. Prior Locations. (a) Set forth in Schedule 3(a) is the information required by Schedule 2(a) or Schedule 2(b) with respect to each location or place ofbusiness previously maintained by any Company at any time during the past four months.(b) Set forth in Schedule 3(b) is the information required by Schedule 2(c) or Schedule 2(d) with respect to each other location at which, or otherperson or entity with which, any of the Collateral consisting of inventory or equipment has been previously held at any time during the past twelvemonths.4. UCC Filings. Financing statements attached as Schedule 4 have been prepared for filing in the proper Uniform Commercial Code filing offices in thejurisdictions identified in Schedule 5 hereof.5. Schedule of Filings. Attached hereto as Schedule 5 is a schedule of the appropriate filing offices for the Uniform Commercial Code financingstatements attached hereto as Schedule 4.6. Termination Statements. Attached hereto as Schedule 6(a) are the duly authorized termination statements in the appropriate form for filing in eachapplicable jurisdiction identified in Schedule 6(b) hereto with respect to each Lien described therein.7. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 7(a) is a true and correct list of each of all of the authorized, and the issuedand outstanding, stock, partnership interests, limited liability company membership interests or other equity interest of each Company and its Subsidiariesand the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. E-28. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 8 is a true and correct list of all promissory notes, instruments (other thanchecks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness, in each case inexcess of $250,000 on an individual basis, held by each Company as of the closing date, including all intercompany notes between or among any two or moreCompanies.9. Intellectual Property. (a) Attached hereto as Schedule 9(a) is a schedule setting forth all of each Company’s Patents and Trademarks (each as definedin the Security Agreement) issued, registered or applied for issuance or registration with the United States Patent and Trademark Office, including the name ofthe registered owner and the registration or application number, as applicable, of each such Patent and Trademark owned by each Company.(b) Attached hereto as Schedule 9(b) is a schedule setting forth all titles of each Company’s United States Copyrights (as defined in the SecurityAgreement), including the name of the registered owner and the registration number of each such Copyright.(c) [Attached hereto as Schedule 9(c) is a schedule setting forth all of each Company’s Exclusive Copyright Licenses (as defined in the SecurityAgreement) including in each case (i) the name and date of and the parties to such Exclusive Copyright License and (ii) to the extent referenced in suchExclusive Copyright License, the titles and the United States Copyright registration numbers of all works of authorship or copyrights that are thesubject of such Exclusive Copyright License.]10. Commercial Tort Claims. Attached hereto as Schedule 10 is a true and correct list of all Commercial Tort Claims (as defined in the SecurityAgreement) held by each Company, with a value reasonably estimated to exceed $250,000 on an individual basis, including a brief description thereof.11. Deposit Accounts, Securities Accounts and Commodity Accounts. Attached hereto as Schedule 11 is a true and complete list of all DepositAccounts, Securities Accounts and Commodity Accounts (each as defined in the Security Agreement) maintained by each Company (excluding anybankruptcy reserve and distribution accounts established in connection with the Plan of Reorganization), including the name of each institution where eachsuch account is held, the type of each such account and the name of each entity that holds each account. Not required to be included in the Perfection Certificate delivered at Closing. E-32212. Letter-of-Credit Rights. Attached hereto as Schedule 12 is a true and correct list of all Letters of Credit issued in favor of each Company, asbeneficiary thereunder, in each case with a face amount in excess of $250,000.[The Remainder of this Page has been intentionally left blank] E-4IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of the date first written above. [GRANTOR]By: Name: Title: E-5EXHIBIT Fto Security AgreementISSUER CONTROL AGREEMENTISSUER CONTROL AGREEMENT dated as of , among (the “Grantor”), CREDIT SUISSE AG, as Collateral Agentunder the Guarantee and Collateral Agreement, dated as of June 11, 2013, among the Grantor, CREDIT SUISSE AG and the other parties thereto (as amended,restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) (in such capacity, the “First Lien Agent”), BANKOF AMERICA, N.A., as Agent under the Guarantee and Collateral Agreement, dated as of June 11, 2013, among the Grantor, BANK OF AMERICA, N.A.and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement” and,together with the First Lien Security Agreement, the “Security Agreements”) (in such capacity, the “Second Lien Agent”, and together with the First LienAgent, the “Agents”, and each, an “Agent”) and (the “Issuer”). All references herein to the “UCC” refer to the Uniform Commercial Code asin effect from time to time in [Issuer’s jurisdiction of incorporation].W I T N E S S E T H :WHEREAS, the Grantor is the registered holder of [specify Pledged Uncertificated Securities issued by the Issuer] issued by the Issuer (the“Securities”);WHEREAS, pursuant to the Security Agreements, the Grantor has granted to the Agents a continuing security interest (the “Transaction Lien”) in allright, title and interest of the Grantor in, to and under the Securities, whether now existing or hereafter arising; andWHEREAS, the parties hereto are entering into this Agreement in order to perfect the Transaction Lien on the Securities;NOW, THEREFORE, the parties hereto agree as follows:Section 1. Nature of Securities. The Issuer confirms that (i) the Securities are “uncertificated securities” (as defined in Section 8-102 of the UCC) and(ii) the Grantor is registered on the books of the Issuer as the registered holder of the Securities.Section 2. Instructions. (i) The Issuer agrees to comply with any “instruction” (as defined in Section 8-102 of the UCC) originated by the ControllingSecured Party and relating to the Securities without further consent by the Grantor or any other person; provided that notwithstanding the foregoing provisionsof this Section 2 or any provisions herein to the contrary, prior to the Issuer’s receipt of a Notice of Termination (defined below) from the First Lien Agent, theIssuer shall not comply with any such instructions from the Second Lien Agent unless such instructions are accompanied by a written approval thereof of theFirst Lien Agent. The Grantor consents to the foregoing agreement by the Issuer.(ii) As used herein, the term “Controlling Secured Party” means the First Lien Agent until such time as the Issuer has received written notice, insubstantially the form attached as Annex A hereto (a “Notice of Termination”), from the First Lien Agent stating in substance that henceforth theSecond Lien Agent will be the Controlling Secured Party, and has had a reasonable time (not to exceed one (1) Business Day) to act thereon, at whichtime the Second Lien Agent will replace the First Lien Agent as the Controlling Secured Party for purposes of this Agreement and the First Lien Agentshall have no further rights (including, without limitation, ability to give instructions pursuant to Section 2(i)) or obligations under this Agreement, otherthan obligations which arose or which derive from events which occurred while the First Lien Agent was the Controlling Secured Party. Until the FirstLien Agent has delivered a Notice of Termination, the Second Lien Agent irrevocably instructs the Issuer to adhere to the instructions of the First LienAgent. 6Section 3. Conflicting Orders or Instructions. Notwithstanding anything to the contrary contained herein, if at any time the Issuer shall receiveconflicting orders or instructions from the Grantor and either Agent, the Issuer shall follow the orders or instructions of such Agent, not the Grantor.Section 4. Waiver of Lien; Waiver of Set-off. The Issuer waives any security interest, lien or right of set-off that it may now have or hereafter acquire inor with respect to the Securities. The Issuer’s obligations in respect of the Securities will not be subject to deduction, set-off or any other right in favor of anyperson other than the Agents.Section 5. Choice of Law. This Agreement shall be governed by the laws of [Issuer’s jurisdiction of incorporation].Section 6. Conflict with Other Agreements. There is no agreement (except this Agreement) between the Issuer and the Grantor with respect to theSecurities [except for [identify any other existing agreements] (the “Existing Other Agreements”)]. In the event of any conflict between this Agreement (or anyportion hereof) and any other agreement [(including any Existing Other Agreement)] between the Issuer and the Grantor with respect to the Securities, whethernow existing or hereafter entered into, the terms of this Agreement shall prevail.Section 7. Amendments. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unlessit is in writing and is signed by all the parties hereto.Section 8. Notice of Adverse Claims. Except for the claims and interests of the Agents and the Grantor in the Securities, the Issuer does not know ofany claim to, or interest in, the Securities. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment,attachment, execution or similar process) against the Securities, the Issuer will promptly notify the Secured Party and the Grantor thereof. 7Section 9. Maintenance of Securities. In addition to, and not in lieu of, the obligation of the Issuer to honor instructions as agreed in Section 2 hereof,the Issuer agrees as follows:(i) Grantor Instructions; Notice of Exclusive Control. So long as the Issuer has not received a Notice of Exclusive Control (as defined below),the Issuer may comply with instructions of the Grantor or any duly authorized agent of the Grantor in respect of the Securities. After the Issuer receives awritten notice from the Controlling Secured Party that it is exercising exclusive control over the Securities (a “Notice of Exclusive Control”), the Issuerwill cease complying with instructions of the Grantor or any of its agents.(ii) Non-Cash Dividends and Distributions. The Issuer shall deliver to the Controlling Secured Party all non-cash dividends, interest and othernon-cash distributions paid or made upon or with respect to the Securities.(iii) Voting Rights. Until the Issuer receives a Notice of Exclusive Control, the Grantor shall be entitled to direct the Issuer with respect to votingthe Securities.(iv) Statements and Confirmations. The Issuer will promptly send copies of all statements and other correspondence concerning the Securitiessimultaneously to each of the Grantor and the Agents at their respective addresses specified in Section 12 hereof.(v) Tax Reporting. All items of income, gain, expense and loss recognized in respect of the Securities shall be reported to the Internal RevenueService and all state and local taxing authorities under the name and taxpayer identification number of the Grantor.Section 10. Representations, Warranties and Covenants of the Issuer. The Issuer makes the following representations, warranties and covenants:(i) This Agreement is a valid and binding agreement of the Issuer enforceable in accordance with its terms.(ii) The Issuer has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating tothe Securities pursuant to which it has agreed, or will agree, to comply with instructions (as defined in Section 8-102 of the UCC) of such person. TheIssuer has not entered into any other agreement with the Grantor or either Agent to limit or condition the obligation of the Issuer to comply withinstructions as agreed in Section 2 hereof.Section 11. Successors. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors andassigns.Section 12. Notices. Each notice, request or other communication given to any party hereunder shall be in writing (which term includes facsimile orother electronic transmission) Delete subsection (i) if the Grantor will not be permitted to sell the Securities. 822and shall be effective (i) when delivered to such party at its address specified below, (ii) when sent to such party by facsimile or other electronic transmission,addressed to it at its facsimile number or electronic address specified below, and such party sends back an electronic confirmation of receipt or (iii) ten daysafter being sent to such party by certified or registered United States mail, addressed to it at its address specified below, with first class or airmail postageprepaid:Grantor:First Lien Agent:Second Lien Agent:Issuer:Any party may change its address, facsimile number and/or e-mail address for purposes of this Section by giving notice of such change to the other parties inthe manner specified above.Section 13. Termination. The rights and powers granted herein to the Agents (i) have been granted in order to perfect the Transaction Lien, (ii) arepowers coupled with an interest and (iii) will not be affected by any bankruptcy of the Grantor or any lapse of time. The obligations of the Issuer to the FirstLien Agent hereunder shall continue in effect until the security interest of the First Lien Agent in the Securities has been terminated pursuant to the terms of theFirst Lien Security Agreement and the First Lien Agent has notified the Issuer of such termination by delivering to the Issuer a Notice of Termination. Theobligations of the Issuer to the Second Lien Agent pursuant to this Agreement shall continue in effect until the security interest of the Second Lien Agent in theSecurities has been terminated pursuant to the terms of the Second Lien Security Agreement and the Second Lien Agent has notified the Issuer of suchtermination by delivering to the Issuer a Notice of Termination. Each Agent agrees to provide a Notice of Termination in substantially the form of Annex Bhereto to the Issuer, with a copy to the Grantor, upon the request of the Grantor on or after the termination of such Agent’s security interest in the Securitiespursuant to the terms of the applicable Security Agreement.Section 14. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument,and any party hereto may execute this Agreement by signing and delivering one or more counterparts.(remainder of page intentionally blank; signature pages follow) 9[NAME OF GRANTOR]By: Name: Title:CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,as First Lien AgentBy: Name: Title:By: Name: Title:BANK OF AMERICA, N.A.,as Second Lien AgentBy: Name: Title:[NAME OF ISSUER]By: Name: Title: 10Exhibit A[Letterhead of Controlling Secured Party][Date][Name and Address of Issuer]Attention: Re: Notice of Exclusive ControlLadies and Gentlemen:As referenced in the Issuer Control Agreement dated as of , among [name of Grantor], CREDIT SUISSE AG, BANK OF AMERICA,N.A. and you (a copy of which is attached), we notify you that we will hereafter exercise exclusive control over [specify Pledged Uncertificated Securities]registered in the name of [name of Grantor] (the “Securities”). You are instructed not to accept any directions or instructions with respect to the Securities fromany person other than the undersigned unless otherwise ordered by a court of competent jurisdiction.You are instructed to deliver a copy of this notice by facsimile transmission to [name of Grantor]. Very truly yours, [CONTROLLING SECURED PARTY],as Controlling Secured Party By: Name: Title:cc: [name of Grantor] 11ANNEX ATO ISSUER ACCOUNT CONTROL AGREEMENT[Letterhead of the applicable Agent][Date][Name and Address of Issuer]Attention:Re: Notice of Termination of Issuer Control AgreementThis letter serves as notice to the Issuer in accordance with Section 13 of the Issuer Control Agreement dated as of [], [] (the “Agreement”) among[name of Grantor], you, CREDIT SUISSE AG and BANK OF AMERICA, N.A. (a copy of which is attached) (capitalized terms used but not defined hereinshall have the meaning assigned thereto in the Agreement) that [each Agent][the First Lien Agent][the Second Lien Agent] is hereby permanently releasing itscontrol over the Securities and releases the Issuer from any further obligation to comply with instructions originated by [each Agent][the First Lien Agent][theSecond Lien Agent] with respect to the Securities. [[The Agreement is terminated and you have no further obligations to the Agents pursuant to the Agreement.][The Agreement is terminated and you have no further obligations to the [First Lien Agent][Second Lien Agent] pursuant to the Agreement.] Notwithstandingany previous instructions to you, you are hereby instructed to accept all future directions with respect to the Securities from [name of Grantor]] [TheAgreement shall remain in effect until you are in receipt of notices in the form of this letter from Use if from both Agents. Use if from one agent, and the other Agent has previously delivered a Notice of Termination to the Financial Institution. Use if from both Agents, or if the other Agent has previously delivered a Notice of Termination to the Financial Institution. F-189108910both the First Lien Agent and the Second Lien Agent. You have no further obligations to the [First Lien Agent][Second Lien Agent]]. This notice terminatesany obligations you may have to the undersigned with respect to the Securities, however nothing contained in this notice shall alter any obligations which youmay otherwise owe to [name of Grantor] pursuant to any other agreement. Very truly yours,[CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, asFirst Lien AgentBy: Name: Title:By: Name: Title:][BANK OF AMERICA, N.A., as Second Lien AgentBy: Name: Title:] Use if from one Agent, and the other Agent has not delivered a Notice of Termination to the Financial Institution. F-21111EXHIBIT 21.1SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHER JURISDICTION OFINCORPORATION OR ORGANIZATION1. ClassroomDirect.com, LLC Delaware2. Childcraft Education Corp. New York3. Bird-in-Hand Woodworks, Inc. New Jersey4. Frey Scientific, Inc. Delaware5. Sportime, LLC Delaware6. Sax Arts & Crafts, Inc. Delaware7. Premier Agendas, Inc. Washington8. Premier School Agendas, Ltd. Canada9. Select Agendas, Corp. Canada10. Califone International, Inc. Delaware11. Delta Education, LLC DelawareEXHIBIT 31.1CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002CERTIFICATIONI, Michael P. Lavelle, certify that: 1.I have reviewed this annual report on Form 10-K of School Specialty, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting. Date: August 7, 2013 /s/ Michael P. Lavelle Michael P. Lavelle President and Chief Executive OfficerEXHIBIT 31.2CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002CERTIFICATIONI, David N. Vander Ploeg, certify that: 1.I have reviewed this annual report on Form 10-K of School Specialty, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting. Date: August 7, 2013 /s/ David N. Vander Ploeg David N. Vander Ploeg Executive Vice President and Chief Financial OfficerEXHIBIT 32.1CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION906 OF THE SARBANES-OXLEY ACT OF 2002I, Michael P. Lavelle, President and Chief Executive Officer of School Specialty, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, thatto the knowledge of the undersigned: 1.The Annual Report on Form 10-K for the fiscal year ended April 27, 2013 (the “Report”) which this statement accompanies fully complies withthe requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and 2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of SchoolSpecialty, Inc.Date: August 7, 2013 /s/ Michael P. LavelleMichael P. LavellePresident and Chief Executive OfficerThis certification accompanies this Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filedby School Specialty, Inc. for purposes of Securities Exchange Act of 1934.EXHIBIT 32.2CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION906 OF THE SARBANES-OXLEY ACT OF 2002I, David N. Vander Ploeg, Executive Vice President and Chief Financial Officer of School Specialty, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the knowledge of the undersigned: 1.The Annual Report on Form 10-K for the fiscal year ended April 27, 2013 (the “Report”) which this statement accompanies fully complies withthe requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and 2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of SchoolSpecialty, Inc.Date: August 7, 2013 /s/ David N. Vander PloegDavid N. Vander PloegExecutive Vice President and Chief Financial OfficerThis certification accompanies this Annual report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filedby School Specialty, Inc. for purposes of Securities Exchange Act of 1934.EXHIBIT 99.1SCHOOL SPECIALTY, INC.SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTSFISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011 Description Date Balance atBeginningof Period Charged toCosts andExpenses Chargedto OtherAccounts Deductions Balance atEnd ofPeriod Date Allowance for doubtful accounts April 24, 2010 2,104,000 329,000 — (482,000) 1,951,000 April 30, 2011 April 30, 2011 1,951,000 1,352,000 — (1,231,000) 2,072,000 April 28,2012 April 28, 2012 2,072,000 1,209,000 — (2,355,000) 926,000 April 27,2013 Restructuring reserve April 24, 2010 1,526,000 1,985,000 — (3,150,000) 361,000 April 30, 2011 April 30, 2011 361,000 2,313,000 — (1,551,000) 1,123,000 April 28,2012 April 28, 2012 1,123,000 1,561,000 — (1,968,000) 716,000 April 27,2013 

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