PAPERWEIGHT DEVELOPMENT CORP.

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2018 PAPERWEIGHT DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File Number) 825 East Wisconsin Avenue, P.O. Box 359, Appleton, Wisconsin (Address of principal executive offices) (zip code) (Registrant s telephone number, including area code) (IRS Employer Identification Number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 Item 1.01 Entry into a Material Definitive Agreement. Chapter 11 Filings As previously disclosed, on October 1, 2017, Paperweight Development Corp. (the Company ) and substantially all of its direct and indirect subsidiaries (collectively, the Debtors ) filed voluntary petitions for relief (the Bankruptcy Petitions ) under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code ) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court, and the petitions for relief therein, the Chapter 11 Filings ). The Debtors have obtained Bankruptcy Court authorization to jointly administer the Chapter 11 cases (the Chapter 11 Cases ) under the caption In re Appvion, Inc., et al. Case No Approval of Stalking Horse APA and Bid Procedures Motion As previously disclosed, on February 8, 2018, the Debtors filed a motion (the Motion ) with the Bankruptcy Court for approval of a stalking horse asset purchase agreement (the APA ) bid from Appvion Holding Corp., a newly-formed entity at the direction of a group of the Debtors lenders (the Purchaser ) to acquire substantially all of the Debtors assets in a sale process under Section 363 of the Bankruptcy Code (such assets, the Assets and such sale, the Asset Sale ). On March 12, 2018, the Bankruptcy Court entered an order that, among other matters, approved the Motion as it relates to bidding procedures and designating Appvion Holding Corp. as the Stalking Horse Purchaser, established the bidding procedures ( Bidding Procedures ) proposed to be employed with respect to the sale process under Section 363 of the Bankruptcy Code and established a deadline of April 19, 2018 for submitting Qualified Bids (as defined in the Bidding Procedures), with a hearing to approve the sale scheduled for April 26, On March 13, 2018, the Debtors entered into the APA with the Purchaser. The APA with the Purchaser, which is subject to higher or otherwise better offers pursuant to the Bidding Procedures and Section 363 of the Bankruptcy Code, provides a range of total consideration of between $376.8 million and $381.8 million (depending on the final determination of the aggregate amount of cure costs). The APA is subject to a number of closing conditions, including approval by the Bankruptcy Court, the absence of a governmental order or other legal prohibition related to the transaction, and other customary closing conditions. The APA provides for the Debtors to pay an expense reimbursement not to exceed $500,000 in certain circumstances, including if the Debtors consummate an alternative sale transaction. The foregoing summary of the APA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the APA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated by reference herein. DIP Financing Amendments On February 2, 2018, the Debtors entered into the third amendment (the Third Amendment ) to the existing Superpriority Senior Debtor-in-Possession Credit Agreement (the DIP Facility ), dated October 2, 2017, by and among, Appvion, the Company, the lenders party thereto, the backstop party thereto, Wilmington Trust, National Association, as administrative agent, and PJT Partners LP, as lead arranger, which has been amended by the First Amendment thereto, dated as of October 18, 2017 and the Second Amendment thereto, dated as of October 31, The Third Amendment permitted Appvion to enter into that certain Letter of Credit Facility Agreement, dated as of February 2, 2018, which established a letter of credit facility with Citizens Bank, N.A. with an aggregate facility size of $5 million, as contemplated by the Third Amendment to the DIP Facility. On March 14, 2018, the Company and the Debtors entered into the fourth amendment (the Fourth Amendment ) to its existing DIP Facility. The Fourth Amendment amended the DIP Facility in order to, among other things, (i) permit Appvion to enter into a new Superpriority Senior Debtor-In-Possession Credit Agreement providing for a new $100 million senior superpriority debtor-in-possession credit facility; (ii) permit the backstop party to elect to receive interest payments in-kind; (iii) amend reporting requirements related to the approved budget; and (iv) amend the milestones related to the Asset Sale process. In addition, the Fourth Amendment provides for the approval of a modified approved budget and a limited waiver of certain defaults, including failure to comply with certain reporting requirements, failure to make certain mandatory prepayments, any defaults related to the incurrence of a senior debtor-in-possession credit facility, and related defaults.

3 The foregoing summary of the Third Amendment, Fourth Amendment and Letter of Credit Facility Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Third and Fourth Amendment and Letter of Credit Facility Agreement, a copy of each of which is filed as Exhibits 10.2, 10.3, and 10.4 to this Current Report on Form 8-K, respectively, and which are incorporated by reference herein. New Senior DIP Facility As contemplated by the Fourth Amendment, on March 16, 2018, the Company and Appvion entered into a new Senior Superpriority Senior Debtor-in-Possession Credit Agreement with the lenders and backstop party thereto, Wilmington Trust, National Association, as administrative Agent, and PJT Partners LP, as lead arranger ( New Senior DIP Facility ). The New Senior DIP Facility provides for a new superpriority secured term loan facility in an aggregate principal amount of $100 million, the proceeds of which will be used to refinance the new money portion of the Company s existing DIP Facility in an aggregate principal amount of $85 million and to provide additional new money to the Company in the aggregate principal amount of $15 million. The incremental $15 million of new money commitments of the New Senior DIP Facility (the Incremental New Money Commitment ) may be used for working capital and general corporate purposes consistent with an approved budget and related fees, costs and expenses and has a term of 9 months from the closing date of the existing DIP Facility. Borrowings under the New Senior DIP Facility bear interest at a rate equal to, at the Company s option, either (i) a eurodollar borrowing rate for a specified interest period plus approximately 9.25% per annum or (ii) a base rate plus approximately 8.25% per annum. If an event of default occurs under the DIP Facility, the applicable interest rate will increase by 2.00% per annum during the continuance of such event of default. In addition, the new money loans will be subject to a eurodollar floor of 1.00% per annum and a base rate floor of 2.00% per annum. The Company and Appvion will pay commitment fees for the unused amount of commitments under the New Senior DIP Facility at an annual rate equal to 0.5% of the unused new money commitments, as well as a 2.675% backstop fee on the Incremental New Money Commitments, as well as a 2.00% upfront fee on the Incremental New Money Commitments and a 1.50% exit fee on the full amount of the term loans. The Company and certain subsidiaries of the Company, including Appvion Canada, Ltd., APVN Holdings LLC, and Appvion Receivables Funding I LLC, have agreed to guarantee borrowings under the New Senior DIP Facility. The obligations under the New Senior DIP Facility constitute, subject to carve-outs for certain fees and expenses, superpriority administrative expense claims in the Chapter 11 Filings, secured by a perfected first priority security interest and liens on the collateral of the Company and the other loan parties, which includes most inventory, accounts receivable, bank accounts, general intangibles and certain other assets of the loan parties to the New Senior DIP Facility, to the extent not subject to certain existing third party liens, and a perfected junior security interest and liens on such collateral, to the extent subject to certain existing third party liens. Excluded from the collateral are avoidance actions, D&O and ESOP related claims and the proceeds thereof. The New Senior DIP Facility contains provisions requiring the attainment of various milestones regarding the sale the Assets by the outside date of May 30, The New Senior DIP Facility also includes representations, affirmative covenants and other negative covenants that are consistent with the existing DIP Facility and customary for DIP facilities of this type, including covenants that, subject to exceptions described in the New Senior DIP Facility, restrict the ability of the Company and Appvion and its subsidiaries: (i) to incur additional indebtedness; (ii) to make investments; (iii) to make distributions, loans or transfers of assets; (iv) to enter into, create, incur, assume or suffer to exist any liens; (v) to sell assets; (vi) to enter into transactions with affiliates; (vii) to merge or consolidate with, or dispose of all or substantially all assets to, a third party; (viii) to make acquisitions; (ix) to make expenditures in excess of certain prescribed amounts set forth in the New Senior DIP Facility; (x) to prepay indebtedness; (xi) to pay dividends; (xii) to pay expenses or make other disbursements other than as set forth in an approved budget, subject to certain permitted variances; or (xiv) to take certain bankruptcyrelated actions. The New Senior DIP Facility also includes customary events of default, including payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-default to other material indebtedness, voluntary and involuntary bankruptcy proceedings of non-debtor subsidiaries, material money judgments, certain change of control events, certain bankruptcy-related matters, failure to perform in accordance with the budget, failure to achieve certain milestones in respect of the Chapter 11 Cases and other customary events of default. The events of default are subject to certain exceptions and cure rights.

4 The foregoing summary of the New Senior DIP Facility does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New Senior DIP Facility and the Guarantee and Collateral Agreements and Interim Order approving the New Senior DIP Facility, copies of which are filed as Exhibits 10.5, 10.6, 10.7 and 99.1 to this Current Report on Form 8-K and are incorporated by reference herein. Forward-Looking Statements In this report, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of These forward-looking statements often include words such as believe, expect, project, anticipate, intend, plan, estimate, seek, will, may, would, should, could, forecasts or similar expressions. These statements are not guarantees of results, and actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that could cause material impacts on the Company s historical or anticipated financial results. Although the Company believes that in making any such forwardlooking statement its expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion of risk factors under Risk Factors and the discussion under Management s Discussion and Analysis of Financial Condition and Results of Operations in the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by the Company and the following important factors, among others, that could cause actual results to differ materially from those projected in such forward-looking statements: the Debtors ability to obtain the approval of the Bankruptcy Court with respect to motions filed in the Chapter 11 Cases, including the Motion and the outcomes of Bankruptcy Court rulings and the Chapter 11 Cases in general; the effectiveness of the overall restructuring activities pursuant to the Chapter 11 Filings, including the Asset Sale, and any additional strategies that the Debtors may employ to address their liquidity and capital resources; the actions and decisions of creditors, regulators and other third parties that have an interest in the Chapter 11 Cases; and restrictions on the Debtors due to the terms of any debtor-in-possession credit facility that the Debtors may enter into in connection with the Chapter 11 Cases and restrictions imposed by the Bankruptcy Court. Many of these factors are beyond the Company s ability to control or predict. Given these uncertainties, you should not place undue reliance on the forward-looking statements. All such statements speak only as of the date made, and the Company disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

5 Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Asset Purchase Agreement, dated as of March 13, 2018, by and among Appvion Holding Corp., Appvion, Inc., the Company, PDC Capital Corporation, Appvion Receivables Funding I LLC and APVN Holdings LLC Third Amendment to Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of February 2, 2018, by and among Appvion, as the Borrower, the Company, as Holdings, and Wilmington Trust, National Association, as Administrative Agent and the other Lenders party thereto Fourth Amendment to Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of March 14, 2018, by and among Appvion, as the Borrower, the Company, as Holdings, and Wilmington Trust, National Association, as Administrative Agent and the other Lenders party thereto Letter of Credit Facility Agreement, dated as of February 2, 2018, by and between Appvion, Inc. and Citizens Bank, N.A Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of March 16, 2018, by and among Appvion, Inc,, Paperweight Development Corp., Wilmington Trust, National Association, as administrative agent, the other lenders party thereto, and PJT Partners LP, as sole lead arranger Guarantee and Collateral Agreement, dated as of March 16, 2018, by the Company, Appvion, Inc., and certain of its Subsidiaries in favor of Wilmington Trust, National Association, as Administrative Agent Guarantee and Collateral Agreement, dated as of March 16, 2018, by Appvion Canada, Ltd., in favor of Wilmington Trust, National Association, as Administrative Agent Interim Order re New Senior DIP Facility

6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 19, 2018 PAPERWEIGHT DEVELOPMENT CORP. By: /s/ Kevin M. Gilligan Kevin M. Gilligan President and Chief Executive Officer Date: March 19, 2018

7 Exhibit 10.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT Dated as of March 13, 2018 By and Among Appvion Holding Corp., as Purchaser, and Appvion, Inc., Paperweight Development Corp., PDC Capital Corporation, Appvion Receivables Funding I LLC, and APVN Holdings LLC, as Sellers

8 TABLE OF CONTENTS Article I. PURCHASE AND SALE OF THE PURCHASED ASSETS; ASSUMPTION OF ASSUMED LIABILITIES Purchase and Sale of the Purchased Assets Excluded Assets Assumption of Liabilities Excluded Liabilities Post-Closing Liabilities Assumption/Rejection of Certain Contracts Further Conveyances and Assumptions Disclaimer 9 Article II. CONSIDERATION Consideration Deposit Withholding Tax 10 Article III. CLOSING AND TERMINATION Closing Closing Deliveries by Sellers Closing Deliveries by Purchaser Termination of Agreement Procedures Upon Termination Effect of Termination 15 Article IV. REPRESENTATIONS AND WARRANTIES OF SELLERS Organization and Qualification Authorization of Agreement Conflicts; Consents; Compliance with Law Brokers and Finders Title to Purchased Assets Real Property Tangible Personal Property Intellectual Property Litigation Permits Inventory Contracts 19 -i- Page

9 TABLE OF CONTENTS (Continued) 4.13 Tax Returns; Taxes Employees; Seller Benefit Plans Labor Matters Bank Accounts Financial Statements WARN Act Environmental Matters Absence of Changes No Other Representations or Warranties 24 Article V. REPRESENTATIONS AND WARRANTIES OF PURCHASER Organization and Qualification Authority Conflicts Consents Brokers No Litigation Due Diligence 26 Article VI. EMPLOYEES Employee Matters 26 Article VII. BANKRUPTCY COURT MATTERS Approval of Expense Reimbursement and Overbid Protection Competing Bid and Other Matters Sale Order Contracts Bankruptcy Filings Sale Free and Clear 30 Article VIII. COVENANTS AND AGREEMENTS Conduct of Business of Sellers Access to Information Assignability of Certain Contracts Rejected Contracts Reasonable Efforts; Cooperation Further Assurances Notification of Certain Matters 34 -ii- Page

10 TABLE OF CONTENTS (Continued) 8.8 Confidentiality Preservation of Records Publicity Material Adverse Effect Casualty Loss No Successor Liability Change of Name Notice of Changes 36 Article IX. CONDITIONS TO CLOSING Conditions Precedent to the Obligations of Purchaser and Sellers Conditions Precedent to the Obligations of Seller Conditions Precedent to the Obligations of Purchaser 38 Article X. ADDITIONAL DEFINITIONS Definitions 39 Article XI. TAXES Certain Taxes Allocation of Purchase Price Cooperation on Tax Matters 51 Article XII. MISCELLANEOUS Payment of Expenses Survival of Representations and Warranties; Survival of Confidentiality Entire Agreement; Amendments and Waivers Execution of Agreement; Counterparts; Electronic Signatures Governing Law Jurisdiction, Waiver of Jury Trial Notices Binding Effect; Assignment Severability Bulk Sales Laws Access and Right to Use Certain Interpretive Matters 55 -iii- Page

11 INDEX OF EXHIBITS EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H EXHIBIT I FORM OF BILL OF SALE FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT FORM OF ASSUMPTION AND ASSIGNMENT OF LEASES FORM OF IP ASSIGNMENT AND ASSUMPTION AGREEMENT FORM OF TRANSITION SERVICES AGREEMENT BIDDING PROCEDURES ORDER DIP BUDGET SALE AND BIDDING PROCEDURES MOTION WIND DOWN BUDGET -iv-

12 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this Agreement ), dated as of March 13, 2018 (the Agreement Date ), by and among Appvion Holding Corp. ( Purchaser ) and Appvion, Inc., Paperweight Development Corp., PDC Capital Corporation, Appvion Receivables Funding I LLC, and APVN Holdings LLC. (collectively, the Company, each a Seller and collectively, Sellers ). Purchaser and Sellers are collectively referred to herein as the Parties and individually as a Party. For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X. RECITALS WHEREAS, on October 1, 2017, Sellers filed voluntary petitions (the Chapter 11 Petition ) for relief under Chapter 11 of the Title 11 of the United States Code (the Bankruptcy Code ) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ) commencing chapter 11 cases (collectively, the Bankruptcy Cases ); WHEREAS, Sellers continue to manage their properties and operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code; WHEREAS, Sellers wish to sell the Business; WHEREAS, Purchaser desires to purchase the Purchased Assets and assume the Assumed Liabilities from Sellers and Sellers desire to sell, convey, assign and transfer to Purchaser the Purchased Assets together with the Assumed Liabilities, all in the manner and subject to the terms and conditions set forth in this Agreement and in accordance with Sections 105, 363 and 365 and other applicable provisions of the Bankruptcy Code; WHEREAS, the Purchased Assets and Assumed Liabilities shall be purchased and assumed by Purchaser pursuant to the Sale Order approving such sale, free and clear of all Claims and Encumbrances (other than Permitted Encumbrances), pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and Rules 6004 and 6006 of the Federal Rules of Bankruptcy Procedure, which order will include the authorization for the assumption by Sellers and assignment to Purchaser of the Assigned Contracts and the liabilities thereunder in accordance with Section 365 of the Bankruptcy Code, all in the manner and subject to the terms and conditions set forth in this Agreement and the Sale Order and in accordance with other applicable provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure and the local rules for the Bankruptcy Court (together, the Bankruptcy Rules ); and WHEREAS, the board of directors (or similar governing body) of each Seller has determined that it is advisable and in the best interests of such Seller and its constituencies to enter into this Agreement and to consummate the transactions provided for herein, subject to entry of the Sale Order, and each has approved the same. 1

13 NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Purchaser and Sellers hereby agree as follows: ARTICLE I. PURCHASE AND SALE OF THE PURCHASED ASSETS; ASSUMPTION OF ASSUMED LIABILITIES 1.1 Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions set forth herein, at the Closing, Sellers shall sell, transfer, assign, convey and deliver to Purchaser or a Designated Purchaser, and Purchaser or a Designated Purchaser shall purchase, acquire and accept from Sellers all of Sellers right, title and interest in, to and under all of the properties, assets and rights of Sellers relating to Sellers business of global manufacturing, sale and distribution of specialty and high value-added coated paper products (the Business ), free and clear of all Encumbrances other than Permitted Encumbrances, including the following, but excluding the Excluded Assets, (the Purchased Assets ) as of the Closing: (a) all of the equity interests that Sellers own in the Subsidiaries set forth on Schedule 1.1(a) (collectively, the Acquired Subsidiaries ); (b) subject to Section 1.6, to the extent assignable pursuant to Section 365 of the Bankruptcy Code, all of the Contracts set forth on Schedule 1.6(a) (the Assigned Contracts ) and all rights thereunder, but excluding any Excluded Assets; (c) all trade and non-trade accounts receivable, notes receivable and negotiable instruments of Sellers, but, for the avoidance of doubt, excluding any intercompany Indebtedness among Sellers (the Accounts Receivable ); (d) all of each Seller s Cash and Cash Equivalents, other than as set forth on Schedule 1.1(d); (e) the Owned Real Property listed on Schedule 1.1(e) (the Acquired Owned Real Property ); (f) the Owned Buildings listed on Schedule 1.1(f) (the Acquired Buildings ); (g) the Leased Real Property listed on Schedule 1.1(g) (the Assumed Leased Real Property ), including any security deposits or other deposits delivered in connection therewith; (h) all cash deposits of clients or customers held by each Seller as security for receivables or obligations; (i) all deposits of each Seller as security for rent, electricity, telephone, bonds or other sureties or otherwise (except for retainers held by any professional in the Bankruptcy Cases), and prepaid charges and expenses, including all prepaid rent and all prepaid charges, expenses and rent under any personal property leases; (j) all tangible assets of Sellers, other than the assets set forth on Schedule 1.1(j)(i) and any Excluded Assets, including the tangible assets of Sellers located at any Assumed Leased Real Property or at the locations listed on Schedule 1.1(j)(ii); (k) all personnel files for Transferred Employees except as prohibited by Law; provided, however, that Sellers have the right to retain copies at Sellers expense to the extent required by Law; 2

14 (l) any chattel paper owned or held by Sellers relating to the Business, the Assumed Liabilities or the Purchased Assets, other than any Excluded Assets; (m) any lock boxes to which account debtors of Sellers remit payment relating to the Business, the Assumed Liabilities or the Purchased Assets, other than any Excluded Assets; (n) all other or additional assets, properties, privileges, rights (including prepaid expenses) and interests of Sellers relating to the Business, the Assumed Liabilities or the Purchased Assets (other than any Excluded Assets) of every kind and description and wherever located, whether known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, and whether or not specifically referred to in this Agreement; (o) all Permits and all pending applications therefor, including those set forth on Schedule 1.1(o), in each case, to the extent such Permits and pending applications therefore are transferrable; (p) all express or implied guarantees, warranties, representations, covenants, indemnities, rights, claims, counterclaims, defenses, credits, causes of action or rights of set off against third parties relating to the Purchased Assets (including, for the avoidance of doubt, those arising under, or otherwise relating to the Assigned Contracts), the Assumed Liabilities or the Business, including rights under vendors and manufacturers warranties, indemnities, guaranties and avoidance claims and causes of action under the Bankruptcy Code or applicable Law that are possessed by Sellers; (q) the Intellectual Property owned or purported to be owned by Sellers, including without limitation, the Purchased Intellectual Property; (r) all goodwill, payment intangibles and general intangible assets and rights of Sellers to the extent associated with the Business, the Assumed Liabilities or the Purchased Assets, other than any Excluded Assets; (s) all Inventory, including raw materials, works in process, parts, subassemblies and finished goods, wherever located and whether or not obsolete or carried on Sellers books of account, in each case, with any transferable warranty and service rights of the applicable Seller related thereto; (t) to the extent permitted by Law, Sellers Documents and Organizational Documents, and, without limiting the foregoing, each of the following: financial accounting and other books and records, corporate charters, minute and stock record books, Tax Returns filed by Sellers relating to the Business (but excluding any Consolidated Tax Returns), corporate seal, checkbooks and canceled checks, correspondence, and all customer sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, recorded or stored on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other business and other records, in each case, arising under or relating to the Purchased Assets, the Assumed Liabilities or the Business provided, however, that Sellers have the right to retain copies of all of the foregoing at Sellers expense to the extent required by Law or as is necessary to wind-down the Company; (u) to the extent transferable, all rights and obligations under or arising out of all insurance policies relating to the Business or any of the Purchased Assets or Assumed Liabilities (including returns and refunds of any premiums paid, or other amounts due back to Sellers, with respect to cancelled policies); 3

15 (v) except to the extent set forth on Schedule 1.1(v), all rights and obligations under non-disclosure, confidentiality, and similar arrangements with (or for the benefit of) employees and agents of Sellers or with third parties (including any non-disclosure, confidentiality agreements or similar arrangements entered into in connection with or in contemplation of the filing of the Bankruptcy Cases and the Auction contemplated by the Bidding Procedures Order); (w) all Assumed Plans, all funding arrangements relating thereto (including but not limited to all assets, trusts, insurance policies and administration service contracts related thereto) and all rights and obligations thereunder; (x) all fixed assets and other personal property and interests related to the Business, the Assumed Liabilities or Purchased Assets, wherever located, including all vehicles, tools, parts and supplies, fuel, machinery, equipment, furniture, furnishing, appliances, fixtures, office equipment and supplies, owned and licensed computer hardware and related documentation, stored data, communication equipment, trade fixtures and leasehold improvements, in each case, with any freely transferable warranty and service rights of the applicable Seller related thereto; (y) telephone, fax numbers and addresses; (z) all avoidance claims or causes of action under the Bankruptcy Code or applicable Law (including, without limitation, any preference or fraudulent conveyance), and all other claims or causes of action under any other provision of the Bankruptcy Code or applicable laws ( Avoidance Actions ) relating to the Business, the Purchased Assets and/or Assumed Liabilities, including actions relating to vendors and service providers used in the Business that are counterparties to Assigned Contracts or relating to Assumed Liabilities ( Acquired Avoidance Actions ); and (aa) all of Sellers bank accounts. At any time at least seven (7) Business Days prior to the Closing, Purchaser may, in its discretion by written notice to Sellers, designate any of the Purchased Assets as additional Excluded Assets, which notice shall set forth in reasonable detail the Purchased Assets so designated. Purchaser acknowledges and agrees that there shall be no reduction in the Purchase Price if it elects to designate any Purchased Assets as Excluded Assets. Notwithstanding any other provision hereof, the Liabilities of Sellers under or related to any Purchased Asset excluded under this paragraph will constitute Excluded Liabilities. 1.2 Excluded Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Sellers be deemed to sell, transfer, assign or convey, and Sellers shall retain all right, title and interest to, in and under the following assets, properties, interests and rights of Sellers (collectively, the Excluded Assets ): (a) any asset of Sellers that otherwise would constitute a Purchased Asset but for the fact that it is sold or otherwise disposed of during the Pre-Closing Period in the Ordinary Course of Business of Sellers and in conformity with the terms and conditions of this Agreement (including Section 8.1) or Purchaser otherwise agrees to such sale or other disposition; (b) all Rejected Contracts; (c) all shares of capital stock or other equity interests issued by any Seller or securities convertible into, exchangeable or exercisable for any such shares of capital stock or other equity interests, other than equity interests in the Acquired Subsidiaries; 4

16 (d) all Avoidance Actions that are not Acquired Avoidance Actions; (e) all Claims that any of Sellers may have against any Person solely with respect to any Excluded Assets or any Excluded Liabilities; (f) Sellers rights under this Agreement, the Purchase Price hereunder, any agreement, certificate, instrument or other document executed and delivered by Purchaser to any Seller in connection with the transactions contemplated hereby; (g) all current and prior director and officer insurance policies of Sellers and all rights of any nature with respect thereto running in favor of Sellers, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries, in each case, as the same may run in favor of Sellers and arising out of actions taking place prior to the Closing Date; (h) the properties and assets set forth on Schedule 1.2(h); (i) all Benefit Plans, together with all funding arrangements relating thereto (including but not limited to all assets, trusts, insurance policies and administration service contracts related thereto) except for the Assumed Plans and any related funding arrangements; (j) all Pension Plans; and (k) any and all claims, deposits, prepayments, refunds, rebates, causes of action, rights of recovery, rights of set-off and rights of recoupment relating to or in respect of an Excluded Asset. 1.3 Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, Purchaser or a Designated Purchaser shall assume from Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and Sellers shall irrevocably convey, transfer and assign to Purchaser or a Designated Purchaser, the following Liabilities (and only the following Liabilities) (collectively, the Assumed Liabilities ): (a) all Liabilities of Sellers arising from the ownership and operation of the Purchased Assets, arising after the Closing Date; (b) all Liabilities and obligations of Sellers under the Purchased Assets and under the Assigned Contracts, including, without limitation, (i) all pre-petition cure costs required to be paid pursuant to Section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts including the cost of obtaining consents in respect of the Assigned Contracts (such pre-petition cure costs are, collectively, the Cure Costs ) and (ii) any post-closing liabilities thereunder; (c) all (i) accrued trade and non-trade payables, (ii) open purchase orders set forth on Schedule 1.3(c) and (iii) Liabilities arising under drafts or checks outstanding at Closing, in each case, to the extent (A) relating to the Business and (B) incurred in the Ordinary Course of Business; (d) the Senior DIP NM Term Loan Obligations under the Senior DIP Facility; (e) the obligations to provide benefits or payments under the Assumed Plans, including the QIP; (f) the obligations under the Key Employee Retention Plan; 5

17 (g) all payroll liabilities arising in the Ordinary Course of Business and otherwise in accordance with Section 8.1 during the payroll period including the Closing Date (the Straddle Payroll ); (h) the amount of transfer taxes required to be paid by Purchaser in consummating this Agreement, as set forth in Section 11.1(a); and (i) all Liabilities, if any, set forth on Schedule 1.3(i). The assumption by Purchaser of the Assumed Liabilities shall not, in any way, enlarge the rights of any third parties relating thereto. 1.4 Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Purchaser and the Designated Purchaser(s) (if any) are assuming only the Assumed Liabilities and are not assuming, and shall not be deemed to have assumed, any other Liabilities of any Seller of whatever nature (whether arising prior to, at the time of, or subsequent to Closing), whether absolute, accrued, contingent or otherwise, whether due or to become due and whether or not assets, and whether or not known or unknown or currently existing or hereafter arising or matured or unmatured, direct or indirect, and Sellers shall be solely and exclusively liable for any and all such Liabilities, including, without limitation, those Liabilities set forth below (collectively, the Excluded Liabilities ): (a) all Liabilities arising out of, relating to or otherwise in respect of the Purchased Assets and/or Business arising prior to the Closing, other than the Assumed Liabilities; (b) all Liabilities of Sellers relating to or otherwise arising, whether before, on or after the Closing, out of, or in connection with, any of the Excluded Assets; (c) except as set forth in Section 1.3(d), any and all Liabilities of Sellers for Indebtedness, including (i) all intercompany Indebtedness among Sellers and (ii) all guarantees of third party obligations and reimbursement obligations to guarantors of Sellers obligations or under letters of credit; (d) except as set forth in Section 1.3(i), all (i) Liabilities of Sellers for any Taxes (including, without limitation, Taxes payable by reason of contract, assumption, transferee or successor Liability, operation of Law, pursuant to Treasury Regulation Section (or any similar provision of any state or local law) or otherwise and any Taxes owed by Sellers and arising in connection with the consummation of the transactions contemplated by this Agreement) arising or related to any period(s) on or prior to the Closing Date, (ii) Taxes imposed on any Person that are the responsibility of Sellers pursuant to Section 11.1 (including, for the avoidance of doubt, the amount of transfer taxes required to be paid by Sellers in consummating this Agreement, as set forth in Section 11.1(a)), and (iii) Taxes arising from or in connection with an Excluded Asset; (e) any and all Liabilities of Sellers in respect of the Rejected Contracts and any other Contracts to which any Seller is party or is otherwise bound that are not Assigned Contracts; (f) except for Straddle Payroll and as provided in Sections 1.3(e) and 1.3(f), all Liabilities with respect to employment or other provision of services, compensation, severance, benefits or payments of any nature owed to any current or former employee, officer, director, member, partner or independent contractor of any Seller or any ERISA Affiliate (or any beneficiary or dependent of any such individual), whether or not employed by Purchaser or any of its Affiliates after the Closing, that (i) arises out of or relates to the employment, service provider or other relationship between any Seller or ERISA Affiliate and any such individual, including but not limited to the termination of such relationship, (ii) arises out of or relates to any Benefit Plan or (iii) arises out of or relates to events or conditions occurring on or before the Closing Date; 6

18 (g) drafts or checks outstanding at the Closing (except to the extent an Assumed Liability); (h) all Liabilities under any futures contracts, options on futures, swap agreements or forward sale agreements; (i) all Liabilities related to the WARN Act, to the extent applicable, for any action resulting from Employees separation of employment prior to or on the Closing Date; (j) all Liabilities of any Seller to its equity holders respecting dividends, distributions in liquidation, redemptions of interests, option payments or otherwise, and any Liability of any Seller pursuant to any Affiliate Agreement; (k) except as set forth on Schedule 1.4(k), all Liabilities arising out of or relating to any business or property formerly owned or operated by any Seller, any Affiliate or predecessor thereof, but not presently owned and operated by Sellers; (l) all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings, investigations or other Actions (in each case, whether involving private parties, Authorities, or otherwise) involving, against, or affecting any Purchased Asset, the Business, any Seller, or any assets or properties of any Seller, whether commenced, filed, initiated, or threatened before or after the Closing and whether relating to facts, events, or circumstances arising or occurring before or after the Closing; (m) all obligations of Sellers arising and to be performed prior to the Closing Date arising from or related to the Business, the Purchased Assets or the Assumed Liabilities; (n) all Environmental Liabilities and Obligations; (o) all Liabilities of any Seller or their predecessors arising out of any contract, agreement, Permit, franchise or claim that is not transferred to Purchaser as part of the Purchased Assets or, is not transferred to Purchaser because of any failure to obtain any thirdparty or governmental consent required for such transfer; (p) all Liabilities set forth on Schedule 1.4(p); (q) all Liabilities relating to the ESOP; (r) all Liabilities relating to the Pension Plans; (s) all Liabilities relating to any withdrawal from a multiemployer plan, as defined in Section 3(37) of ERISA; and (t) any Liabilities arising under Section 8.15(b). 1.5 Post-Closing Liabilities. Except as provided in Section 1.4, Purchaser acknowledges that Purchaser shall be responsible for all Liabilities and obligations relating to Purchaser s ownership or use of, or right to use, the Purchased Assets and the Assumed Liabilities after the Closing Date, including Taxes arising out of or related to the Purchased Assets or the operation of conduct of the Business acquired pursuant to this Agreement for all Tax periods beginning on the day after the Closing Date. 7

19 1.6 Assumption/Rejection of Certain Contracts. (a) Assignment and Assumption at Closing. (i) Schedule 1.6(a) sets forth a list of all executory Contracts (including all leases with respect to Leased Real Property) to which, to Sellers Knowledge, one or more Sellers are party and which are to be included in the Assigned Contracts. From and after the Agreement Date until two (2) Business Days prior to Closing, Sellers shall make such deletions to Schedule 1.6(a) as Purchaser shall, in its sole discretion, request in writing. Any such deleted Contract shall be deemed to no longer be an Assigned Contract. All Contracts of Sellers that are not listed on Schedule 1.6(a) shall not be considered an Assigned Contract or Purchased Asset and shall be deemed Rejected Contracts. (ii) Sellers shall take all actions required to assume and assign the Assigned Contracts to Purchaser (other than payment of Cure Costs, which Cure Costs constitute Assumed Liabilities), including taking all actions required to facilitate any negotiations with the counterparties to such Assigned Contracts and to obtain an Order containing a finding that the proposed assumption and assignment of the Assigned Contracts to Purchaser satisfies all applicable requirements of Section 365 of the Bankruptcy Code. (iii) At Closing, (x) Sellers shall, pursuant to the Sale Order and the Assumption and Assignment Agreement or the Assumption and Assignment of Leases, as applicable, assume and assign to Purchaser (the consideration for which is included in the Purchase Price) each of the Assigned Contracts that is capable of being assumed and assigned, and (y) Purchaser shall pay promptly all Cure Costs (if any) in connection with such assumption and assignment (as agreed to among the various counterparties, Purchaser and Sellers, or as determined by the Bankruptcy Court) and assume and perform and discharge the Assumed Liabilities (if any) under the Assigned Contracts, pursuant to the Assumption and Assignment Agreement or the Assumption and Assignment of Leases, as applicable. (iv) Purchaser may request, in its reasonable business judgment, certain modifications and amendments to any Contract as a condition to such Contract becoming an Assumed Contract, and Sellers shall use their commercially reasonable efforts to obtain such modifications or amendments. If Sellers are unable to obtain such modifications or amendments, Purchaser shall, in its sole discretion, designate the Contract as a Rejected Contract. (b) Previously Omitted Contracts. (i) If prior to the conclusion of the auction for the Purchased Assets in accordance with the Bid Procedures Order, it is discovered that a Contract should have been listed on Schedule 1.6(a) but was not listed on Schedule 1.6(a), or if Purchaser desires in its sole discretion to acquire any Contract to which one or more Sellers are party (including any Rejected Contract prior to the entry by the Bankruptcy Court of an order with respect thereto) (any such Contract, a Previously Omitted Contract ), Sellers shall, promptly following the discovery thereof or receipt of notice from Purchaser of its desire to acquire any such Contract (but in no event later than two (2) Business Days following the discovery thereof or receipt of such notice), notify Purchaser in writing of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to Sellers, no 8

20 later than five (5) Business Days following notification of such Previously Omitted Contract from Sellers, designating such Previously Omitted Contract as Assumed or Rejected (a Previously Omitted Contract Designation ). A Previously Omitted Contract designated in accordance with this Section 1.6(b)(i) as Rejected, or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be a Rejected Contract. (ii) If Purchaser designates a Previously Omitted Contract as Assumed in accordance with Section 1.6(b)(i), (i) Schedule 1.6(a) shall be amended to include such Previously Omitted Contract and (ii) Sellers shall serve a notice (the Previously Omitted Contract Notice ) on the counterparties to such Previously Omitted Contract notifying such counterparties of the Cure Costs with respect to such Previously Omitted Contract and Sellers intention to assume and assign such Previously Omitted Contract in accordance with this Section 1.6. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with seven (7) days to object, in writing to Sellers and Purchaser, to the Cure Costs or the assumption of its Contract. If the counterparties, Sellers and Purchaser are unable to reach a consensual resolution with respect to the objection, Sellers will seek an expedited hearing before Bankruptcy Court to determine the Cure Costs required to be paid (to the extent disputed) and approve the assumption. If no objection is timely served on Sellers and Purchaser, Sellers shall obtain an order of the Bankruptcy Court fixing the Cure Costs at the amount set forth in the Previously Omitted Contract Notice and approving the assumption of the Previously Omitted Contract. (c) Post-Petition Contracts. Schedule 1.6(c) sets forth a list of all Contracts to which to Sellers Knowledge, one or more Sellers are party and which were entered into following the Petition Date. Such Contracts shall be subject to assignment in accordance with the procedures set forth in this Section Further Conveyances and Assumptions. From time to time following the Closing, Sellers and Purchaser will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the transactions contemplated by this Agreement, except that nothing in this Section 1.7 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities. 1.8 Disclaimer. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED HEREUNDER, SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE PURCHASED ASSETS. WITHOUT LIMITING THE FOREGOING, PURCHASER AND SELLERS HEREBY DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER HAS CONDUCTED AN INDEPENDENT INSPECTION AND INVESTIGATION OF THE PHYSICAL CONDITION OF THE PURCHASED ASSETS AND ALL SUCH OTHER MATTERS RELATING TO OR AFFECTING THE PURCHASED ASSETS AS PURCHASER DEEMED NECESSARY OR APPROPRIATE AND THAT IN PROCEEDING WITH ITS ACQUISITION OF THE PURCHASED ASSETS, EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED HEREUNDER, PURCHASER IS DOING SO BASED SOLELY UPON SUCH INDEPENDENT INSPECTIONS AND INVESTIGATIONS. 9

21 ARTICLE II. CONSIDERATION 2.1 Consideration. (a) In consideration for the Purchased Assets, Purchaser shall (i) assume the Assumed Liabilities including, without limitation, the Senior DIP NM Term Loan Obligations, (ii) credit bid an amount equal to 100% of the Obligations (as defined in the DIP Credit Agreement) other than the NM Term Loan Obligations (the Credit Bid ) (as an offset against, and reduction in the amount of Sellers debt in respect of such Obligations under the DIP Credit Agreement, pursuant to Section 363(k) of the Bankruptcy Code) and (iii) pay an amount in cash equal to the amount set forth in the Wind Down Budget (such amount, together with the amount of the Senior DIP NM Term Loan Obligations and the Credit Bid, the Purchase Price ); provided, however, that Purchaser reserves the right to increase the Purchase Price, subject to the Bidding Procedures Order and applicable Law. (b) Limitation on Purchaser Liability. For the avoidance of doubt, Purchaser shall have no liability with respect to any costs, fees or expenses of any nature incurred by Sellers or, if different, the Debtors, following the Closing Date. 2.2 Deposit. To the extent that the Purchase Price includes the Credit Bid, no deposit shall be made by Purchaser. 2.3 Withholding Tax. Purchaser shall be entitled to deduct and withhold from the Purchase Price all Taxes that Purchaser may be required to deduct and withhold under any provision of applicable Law. If Purchaser reasonably determines that any withholding in respect of Taxes is required from the Purchase Price, it shall notify Sellers as soon as reasonably practicable and shall reasonably cooperate with Sellers to lawfully mitigate such Taxes required to be withheld. To the extent that any amounts are withheld and paid to the appropriate Governmental Body, such withheld amounts shall be treated as delivered to Sellers hereunder. ARTICLE III. CLOSING AND TERMINATION 3.1 Closing. Subject to the satisfaction or waiver by the appropriate Party of the conditions set forth in Article IX, the closing of the purchase and sale of the Purchased Assets, the payment of the Purchase Price, the assumption of the Assumed Liabilities and the consummation of the other transactions contemplated by this Agreement (the Closing ) shall occur as soon as practicable following the satisfaction or waiver of all conditions set forth in this Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). The Closing shall take place at the offices of DLA Piper LLP (US), 1251 Avenue of the Americas, 27th Floor, New York, New York at 9:00 a.m. (Eastern Time) or at such other place and time as the Parties may agree. Unless otherwise agreed by the Parties in writing, the Closing shall be deemed effective and all right, title and interest of each Seller in the Purchased Assets to be acquired by Purchaser hereunder shall be deemed to have passed to Purchaser and the assumption of all of the Assumed Liabilities shall be deemed to have occurred as of 12:01 a.m. Eastern Time on the Closing Date. 10

22 3.2 Closing Deliveries by Sellers. At or prior to the Closing, Sellers shall deliver, or cause to be delivered, to Purchaser: (a) bill of sale substantially in the form of Exhibit A (the Bill of Sale ) duly executed by Sellers; (b) assignment and assumption agreement substantially in the form of Exhibit B (the Assignment and Assumption Agreement ) duly executed by Sellers; (c) a certified copy of the Sale Order; (d) copies of all instruments, certificates, documents and other filings (if applicable) necessary to release the Purchased Assets from all Encumbrances, including any applicable UCC termination statements and releases of mortgages, all in a form and substance reasonably satisfactory to Purchaser; (e) copies of the waivers, consents and approvals for the Assigned Contracts, where such waivers, consents and approvals are required to operate the Business in the ordinary course, all in form and substance reasonably satisfactory to Purchaser; (f) an officer s certificate, dated as of the Closing Date, executed by a duly authorized officer of each Seller certifying that the conditions set forth in Section 9.3 have been satisfied; (g) a copy of the resolutions adopted by the board of directors (or similar governing body) of each Seller evidencing the authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by an authorized officer of such Seller; (h) instrument of assumption and assignment of the Assumed Leases substantially in the form of Exhibit C (the Assumption and Assignment of Leases ), duly executed by Sellers, in form for recordation with the appropriate public land records, if necessary; (i) an Intellectual Property Assignment and Assumption Agreement substantially in the form of Exhibit D (the IP Assignment and Assumption Agreement ), duly executed by Sellers; (j) possession of each Owned Real Property, together with duly executed deeds for each Owned Real Property conveying the Owned Real Property, existing surveys, legal descriptions and title policies that are in the possession of Sellers, subject only to Permitted Encumbrances; (k) a quit claim deed conveying all right, title, and interest of Sellers in the Acquired Buildings; (l) possession of the Purchased Assets and the Business; (m) certificates duly executed by each Seller, in the form prescribed under Treasury Regulation Section (b)(2)(iv); (n) such other bills of sale, deeds, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Purchaser, as Purchaser may reasonably request to vest in Purchaser all of Sellers right, title and interest of Sellers in, to or under any or all the Purchased Assets, including all Owned Real Property; 11

23 (o) such ordinary and customary documents (including any factually accurate affidavits) as may be required by any title company or title insurance underwriter to enable Purchaser to acquire, at Purchaser s sole election and Purchaser s sole cost and expense, one or more owner policies of title insurance issued by such title company covering any or all of the Owned Real Property; (p) the most recent final Phase I environmental site assessment reports for the Acquired Owned Real Property, the Acquired Buildings and Assumed Leased Real Property, to the extent in existence; (q) the transition services agreement, substantially in the form of Exhibit E or otherwise in form and substance acceptable to Purchaser (the Transition Services Agreement ), duly executed by Sellers; (r) the Company CBAs, as modified, amended or supplemented, in form and substance satisfactory to Purchaser, in its sole discretion; provided, however, that Purchaser shall not be permitted to terminate this Agreement pursuant to Section 3.4 as a result of Sellers failure to deliver the Company CBAs; (s) the Domtar Contract as modified, amended or supplemented, in form and substance satisfactory to Purchaser, in its sole discretion; provided, however, that Purchaser shall not be permitted to terminate this Agreement pursuant to Section 3.4 as a result of Sellers failure to deliver the Domtar Contract; and (t) such other documents as Purchaser may reasonably request that are not inconsistent with the terms of this Agreement and customary for a transaction of this nature and necessary to evidence or consummate the transactions contemplated by this Agreement. 3.3 Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver, or cause to be delivered, to (or at the direction of) the Company: (a) the Assignment and Assumption Agreement duly executed by Purchaser; (b) the Assumption and Assignment of Leases duly executed by Purchaser; (c) the IP Assignment and Assumption Agreement, executed by Purchaser; (d) satisfactory evidence of payment of the Cure Costs in accordance with Section 1.3(b); (e) an officer s certificate, dated as of the Closing Date, executed by a duly authorized officer of Purchaser certifying that the conditions set forth in Sections 9.2(a) and 9.2(b) have been satisfied; (f) the Transition Services Agreement duly executed by Purchaser; (g) a written acknowledgement, in form and substance reasonably satisfactory to Sellers, of the reduction in Sellers debt in respect of the Obligations under the DIP Credit Agreement in an amount equal to the Credit Bid; and (h) all other certificates, agreements and other documents required by this Agreement (or as Sellers may reasonably request that are customary for a transaction of this nature and necessary to evidence or consummate the transactions contemplated by this Agreement) to be delivered by Purchaser at or prior to the Closing in connection with the transactions contemplated by this Agreement. 12

24 3.4 Termination of Agreement. This Agreement may be terminated only in accordance with this Section 3.4. This Agreement may be terminated at any time prior to the Closing, as follows: (a) by the mutual written consent of the Company and Purchaser; (b) by written notice of either the Company or Purchaser to such other Party, if the Closing shall not have been consummated prior to May 30, 2018 (the Outside Date ); provided, however, that Purchaser shall not be permitted to terminate this Agreement pursuant to this Section 3.4(b) as a result of Sellers failure to deliver the Company CBAs and Domtar Contract under Sections 3.2(r) and 3.2(s) at Closing; provided further, however, that the Outside Date may be extended by the mutual written consent of Company and Purchaser, for a period up to thirty (30) days to the extent that all conditions to Closing set forth in this Agreement are, in the reasonable judgment of Purchaser, capable of being satisfied as of such time; provided further, however, that a Party shall not be permitted to terminate this Agreement pursuant to this Section 3.4(b) if such Party is in material breach of this Agreement; (c) by written notice from Purchaser to the Company, if (i) any Seller seeks to have the Bankruptcy Court enter an Order dismissing, or converting into cases under chapter 7 of the Bankruptcy Code, any of the cases commenced by Sellers under chapter 11 of the Bankruptcy Code and comprising part of the Bankruptcy Cases, or appointing a trustee in the Bankruptcy Cases or appointing a responsible officer or an examiner with enlarged power relating to the operation of the Business (beyond those set forth in Section 1106 (a)(3) or (4) of the Bankruptcy Code) under Bankruptcy Code Section 1106(b), or (ii) an order of dismissal, conversion or appointment is entered for any reason and is not reversed or vacated within fourteen (14) days after entry thereof; (d) by written notice from Purchaser, if (i) the Bidding Procedures Order shall not have been approved by the Bankruptcy Court by the close of business on the date that is twenty-five (25) days after the filing of the Sale and Bidding Procedures Motion, (ii) the Bankruptcy Court issues an order granting leave to any Person to commence an appeal of the Bidding Procedures Order or (iii) following its entry, the Bidding Procedures Order shall fail to be in full force and effect or shall have been stayed, reversed, modified or amended in any respect without the prior written consent of Purchaser; (e) by written notice from Purchaser if (i) the Sale Hearing has not taken place on or prior to the date that is eighty (80) days after the filing of the Sale and Bidding Procedures Motion, (ii) the Bankruptcy Court has not entered the Sale Order on or prior to the date that is eighty-two (82) days following the filing of the Sale and Bidding Procedures Motion, or (iii) the Sale Order shall have been stayed (and such stay results in the Closing not being consummated prior to the Outside Date), vacated, modified or supplemented without Purchaser s prior written consent; (f) by written notice from Purchaser, if (i) the Sale Order has not become a Final Order within fourteen (14) days after the entry thereof or (ii) following its entry, the Sale Order shall fail to be in full force and effect or shall have been stayed (and such stay results in the Closing not being consummated prior to the Outside Date), vacated, reversed, modified, supplemented or amended in any respect without the prior written consent of Purchaser; (g) by written notice from Purchaser, if Sellers are in material default (after giving effect to all applicable cure periods) under the DIP Credit Agreement or the Senior DIP Facility, if such notice is delivered while the default remains uncured or unwaived; 13

25 (h) by the Company or Purchaser, if there is in effect a Final Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; it being agreed that the Parties will promptly appeal any adverse determination which is not non-appealable and pursue such appeal with reasonable diligence unless and until this Agreement is terminated pursuant to the other provisions of this Section 3.4; (i) by written notice of either the Company or Purchaser, if Sellers have agreed to enter into an Alternative Transaction; (j) by written notice of either the Company or Purchaser, if, under Section 363(k) of the Bankruptcy Code, Purchaser is disallowed from credit bidding as set forth in Section 2.1(a)(ii) (or on such other terms as may be agreed by the parties hereto) in payment of the Purchase Price; (k) automatically upon the consummation of an Alternative Transaction; (l) by written notice from the Company to Purchaser, if Purchaser breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform: (i) would give rise to the failure of a condition set forth in Article IX, (ii) cannot be or has not been cured within thirty (30) days following delivery of notice to Purchaser of such breach or failure to perform and (iii) has not been waived by Sellers; (m) by written notice from Purchaser to the Company, if any Seller materially breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform: (i) would give rise to the failure of a condition set forth in Article IX, (ii) cannot be or has not been cured within thirty (30) days following delivery of notice to the Company of such breach or failure to perform and (iii) has not been waived by Purchaser; or (n) by written notice from Purchaser to the Company, if the Senior Final DIP Order has not been entered by March 29, 2018; (o) by written notice from Purchaser to the Company, if (i) the Senior Final DIP Order has not become a Final Order within fourteen (14) days after the entry thereof or (ii) following its entry, the Senior Final DIP Order shall fail to be in full force and effect or shall have been stayed (and such stay results in the Closing not being consummated prior to the Outside Date), vacated, reversed, modified, supplemented or amended in any respect without Purchaser s prior written consent. Each condition set forth in this Section 3.4, pursuant to which this Agreement may be terminated shall be considered separate and distinct from each other such condition. If more than one of the termination conditions set forth in this Section 3.4 is applicable, the applicable Party shall have the right to choose the termination condition pursuant to which this Agreement is to be terminated. The Parties acknowledge and agree that no notice of termination or extension of the Outside Date provided pursuant to this Section 3.4 shall become effective until two (2) Business Days after the delivery of such notice to the other Parties, and only if such notice shall not have been withdrawn during such two (2) Business Day period. 3.5 Procedures Upon Termination. In the event of termination and abandonment by Purchaser or Sellers, or both such Parties, pursuant to Section 3.4 hereof, written notice thereof shall forthwith be given to the other Party or Parties, and this Agreement shall terminate, and the purchase of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall be abandoned, without further action by Purchaser or Sellers. If this Agreement is terminated as provided herein, each Party shall return 14

26 all documents, work papers and other material of any other Party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the Party furnishing the same. If (i) this Agreement is terminated pursuant to Sections 3.4(b), 3.4 (c), 3.4(d), 3.4(e), 3.4(f), 3.4(g), 3.4(h), 3.4(i), 3.4(j), 3.4(k), 3.4(m), 3.4(n) or 3.4(o) and (ii) Purchaser has complied in all material respects with all obligations required under this Agreement to be performed by it through the date of termination, Sellers shall pay in cash to Purchaser the Expense Reimbursement. Purchaser s right to receive payment of the Expense Reimbursement from Sellers shall be the sole and exclusive remedy available to Purchaser against Sellers or any of the their respective former, current officers, directors, Affiliates or agents with respect to this Agreement and the transactions contemplated hereby. The Parties expressly agree acknowledge that (i) it would be extremely difficult or impracticable to ascertain the actual damages that would incurred in the event of a termination in the circumstances in which the Expense Reimbursement is payable in accordance with this Agreement and (ii) the Expense Reimbursement is not a penalty, but rather they constitute liquidated damages in a reasonable amount that will compensate Purchaser in the circumstances in which such amounts are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance upon this Agreement and on the expectation for the consummation of the transactions contemplated hereby, and (iii) the agreement contained in this Section 3.5, are an integral part of the transactions contemplated by this Agreement, and that without these provisions, the Parties would not enter into this Agreement. 3.6 Effect of Termination. In the event of termination of this Agreement pursuant to Section 3.4, this Agreement shall forthwith become null and void and there shall be no liability on the part of any Party or any of its partners, officers, directors or shareholders; provided, however, that (a) this Section 3.6, Sellers obligation to pay the Expense Reimbursement pursuant to Sections 3.5 and 7.1, Article XII and the Bidding Procedures Order (if entered) shall survive any such termination. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by Law. Each Party acknowledges that the agreements contained in this Section 3.6 and in Section 3.5 are an integral part of the transactions contemplated by this Agreement, that without these agreements such Party would not have entered into this Agreement, and that any amounts payable pursuant to this Section 3.6 and Section 3.5 do not constitute a penalty. ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLERS Subject to the exceptions noted in the Schedules delivered by Sellers concurrently herewith, Sellers represent and warrant to Purchaser as follows as of the Agreement Date and as of the Closing Date: 4.1 Organization and Qualification. Each Seller is a legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation. Such Seller has all requisite power and authority to own, lease and operate its properties and to carry on its business (including the Business) as it is now being conducted, subject to the provisions of the Bankruptcy Code. Each Seller has previously delivered to Purchaser true, complete and correct copies of its Organizational Documents, as amended and in effect on the Agreement Date. Each Seller is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the Business or the nature of its properties makes such qualification or licensing necessary, except for such failures to be so qualified or licensed or in good standing as would not, individually or in the aggregate, have a Material Adverse Effect. 15

27 4.2 Authorization of Agreement. Subject to the entry of the Bidding Procedures Order and Sale Order, each Seller has all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which it is a party, the performance by each Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of each Seller. This Agreement has been, and at or prior to the Closing, each of the Ancillary Documents to which it is a party will be, duly and validly executed and delivered by each Seller and (assuming the due authorization, execution and delivery by the other Parties, and the entry of the Bidding Procedures Order and Sale Order) this Agreement constitutes, and each Ancillary Document to which it is a party when so executed and delivered (assuming the due authorization, execution and delivery by the other parties thereto) will constitute, legal, valid and binding obligations of each Seller, enforceable against each Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar Laws affecting or relating to enforcement of credit rights generally or general principles of equity. Subject to entry of the Bidding Procedures Order and Sale Order, except (a) as required to comply with the HSR Act, (b) for notices, filings and consents required in connection with the Bankruptcy Cases and (c) for the notices, filings and consents set forth on Schedule 4.2(c), Sellers are not required to give any notice to, make any registration, declaration or filing with or obtain any consent, waiver or approval from, any Person (including any Governmental Body) in connection with the execution and delivery of this Agreement and each of the Ancillary Documents or the consummation or performance of any of the transactions contemplated hereby and thereby, other than such notices, registrations, declarations, filings, consents, waivers, or approvals, the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 4.3 Conflicts; Consents; Compliance with Law. (a) Except as set forth on Schedule 4.3(a), the execution, delivery and performance by each Seller of this Agreement or any Ancillary Document to which it is a party, the compliance by Sellers with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby and the taking by Sellers of any other action contemplated hereby or thereby, do not and will not (with our without notice or the passage of time) contravene, violate or conflict with any term or provision of its respective Organizational Documents. (b) Except (i) for the entry of the Bidding Procedures Order and Sale Order, (ii) for compliance as may be required with the HSR Act, and (iii) as set forth on Schedule 4.3(b), no filing with, notice to or consent from any Person is required in connection with the execution, delivery and performance by each Seller Subsidiary of this Agreement or the Ancillary Documents to which it is a party, the compliance by Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby, or the taking by any Seller of any other action contemplated hereby or thereby, other than such filings, notices or consents, the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to be material to the Purchased Assets, the Assumed Liabilities or the Business except Rejected Contracts. (c) Each Seller is in compliance in all material respects with all applicable Laws. Except as set forth on Schedule 4.3(c)(i), neither Seller nor any Subsidiary has received any outstanding written notice from any Governmental Body regarding any actual or possible material violation of, or failure to comply in any material respect with, any Law. Except as set forth on Schedule 4.3(c)(ii), no Seller is subject to, or in default of, any order, writ, injunction, judgment or decree applicable to the Business, the Assumed Liabilities or the Purchased Assets. 16

28 4.4 Brokers and Finders. Except as set forth on Schedule 4.4, no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Sellers in connection with the transactions contemplated by this Agreement and Purchaser is not or will not become obligated to pay any fee or commission or like payment to any broker, finder or financial advisor as a result of the consummation of the transactions contemplated by this Agreement based upon any arrangement made by or on behalf of Sellers. 4.5 Title to Purchased Assets. Other than the Leased Real Property and the personal property subject to the Personal Property Leases and except for Permitted Encumbrances, Sellers have good and valid title to the Purchased Assets and, at the Closing, Purchaser, pursuant to the Sale Order, shall acquire good and marketable title in, and under all of such Purchased Assets, in each case, free and clear of all Encumbrances to the fullest extent permitted under Section 363(f) of the Bankruptcy Code. The Purchased Assets include all of the properties and assets required to operate, in all material respects, the Business in the Ordinary Course of Business. For the sake of clarity, the right to use any assets included in the Purchased Assets in which Sellers have leasehold or non-ownership rights to use shall be assigned to Purchaser only through the assumption and assignment of the Assigned Contracts in accordance with and subject to this Agreement. 4.6 Real Property. (a) Schedule 4.6(a) contains a list and brief description of all Leased Real Property held or used for, or necessary to the operation of the Business. Sellers have made available true and complete copies of all leases with respect to such Leased Real Property (individually, a Lease and collectively, the Leases ) to Purchaser. Other than as set forth on Schedule 4.6(a), Sellers are not in breach of any material term or in default under any Lease and, to Sellers Knowledge, no party to any Lease has given Sellers written notice of or made a claim with respect to any breach or default thereunder. To Sellers Knowledge, there are no conditions that currently exist or with the passage of time will (i) result in a default or breach of any material term by any party to a Lease or (ii) give rise to the right of the lessor to accelerate the obligations thereunder or modify the terms thereof. To Sellers Knowledge, other than as noted on Schedule 4.6(a), none of the Leased Real Property is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the Leased Real Property or any portion thereof that would materially impair the use of the Leased Real Property in the operation of the Business. To Sellers Knowledge, the Leased Real Property is not subject to any Encumbrances (other than Permitted Encumbrances) that were placed on the Leased Real Property through the action or inaction of Sellers and materially impact the Business use of the Leased Real Property. To Sellers Knowledge, the Leased Real Property is not subject to any use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use thereof in the Ordinary Course of Business. To Sellers Knowledge, there are no pending or threatened condemnation proceedings or other Actions relating to any of the Leased Real Property. To Sellers Knowledge, the Leases with respect to the Assumed Leased Real Property will continue to be legal, valid, binding, enforceable and in full force and effect on the same material terms immediately following the consummation of the transactions contemplated hereby. (b) Schedule 4.6(b) sets forth a true, correct and complete list of all Owned Real Property, specifying the street address, the current owner and the current use of each parcel of Owned Real Property in which any Seller has any title interest and which is related to, used, useful or held for use in the conduct of the Business (the Owned Real Property ). Except for Permitted Encumbrances, Sellers have good and marketable title in the Owned Real Property set forth on Schedule 4.6(b). To Sellers Knowledge, other than as noted on Schedule 4.6(b), none of the Owned Real Property is subject to any lease or grant to any Person of any right to the use, purchase, occupancy or enjoyment of such Owned Real Property or any portion thereof required to conduct the Business. Except for Permitted 17

29 Encumbrances, the Owned Real Property is not subject to any Encumbrances or to any use restrictions, exceptions, reservations or limitations, which in any material respect interfere with or impair the present and continued use thereof in the Ordinary Course of Business and in the same manner after the Closing as conducted by Sellers prior to Closing. There are no pending or, to Sellers Knowledge, threatened condemnation proceedings or other Actions relating to any of the Owned Real Property. Except for Permitted Encumbrances, the Owned Buildings are not subject to any Encumbrances or to any use restrictions, exceptions, reservations or limitations, which in any material respect interfere with or impair the present and continued use thereof in the Ordinary Course of Business and in the same manner after the Closing as conducted by Sellers prior to Closing. 4.7 Tangible Personal Property. Schedule 4.7 sets forth all leases of personal property ( Personal Property Leases ) relating to personal property used by Sellers or to which any Seller is a party or by which the properties or assets of any Seller are bound, in each case, relating to the Business. Each Seller has a good and valid title to, or a valid and enforceable leasehold interest in (under each such Personal Property Lease under which it is a lessee), all personal property used by such Seller relating to the Business, in each case, free and clear of all Encumbrances other than Permitted Encumbrances. 4.8 Intellectual Property. Schedule 4.8(a) sets forth an accurate and complete list of all registered Intellectual Property owned by Sellers and used or held for use in the Business (the Purchased Intellectual Property ). Except as set forth on Schedule 4.8(b), Sellers own all right, title and interest to, or are valid licensees with respect to, the Purchased Intellectual Property, and, at Closing, will convey the Purchased Intellectual Property to Purchaser free and clear of Encumbrances pursuant to the Sale Order. To the Knowledge of Sellers, (i) no Person is engaging in any activity that infringes, dilutes, misappropriates or violates any Purchased Intellectual Property and (ii) no claim has been asserted to any Seller that the use of any Purchased Intellectual Property or the operation of the Business infringes, dilutes, misappropriates or violates the Intellectual Property of any third party. The Purchased Intellectual Property and the rights under the Assigned Contracts include the rights to use all Intellectual Property required to operate the Business as currently conducted. 4.9 Litigation. Except as set forth on Schedule 4.9 and other than in connection with the Bankruptcy Cases, there is no Action, including appeals and applications for review, in progress, pending or, to Sellers Knowledge, threatened against or relating to any Seller, the Purchased Assets, the Assumed Liabilities or the Business or judgment, decree, injunction, deficiency, rule or order of any court, governmental department, commission, agency, instrumentality or arbitrator which, in any case, might adversely affect the ability of any Seller to enter into this Agreement or to consummate the transactions contemplated hereby or otherwise would, individually or in the aggregate, reasonably be expected to be material to the Purchased Assets, the Assumed Liabilities or the Business, and, to Sellers Knowledge, there is no existing ground on which any such Action may be commenced with any reasonable likelihood of success Permits. Except as set forth on Schedule 4.10, Sellers are in compliance in all material respects with the terms of, and, to the extent applicable, have filed timely applications to renew, all material Permits used by Sellers in the Business, all of which are set forth on Schedule 1.1(o), and all such Permits are valid and in full force and effect, and no Action is pending or, to the Knowledge of Sellers, threatened, which seeks to revoke, limit or otherwise affect any such Permit Inventory. (a) Except as set forth on Schedule 4.11(a), to Sellers Knowledge, no Inventory is materially damaged in any significant way, including damage caused by water, except for any such damage which would not, individually or in the aggregate, reasonably be expected to be material to the Purchased Assets, the Assumed Liabilities or the Business. 18

30 (b) Except as set forth on Schedule 4.11(b), to Sellers Knowledge, the Inventory is not part of a current or past recall. (c) Except as set forth on Schedule 4.11(c), to Sellers Knowledge, the Inventory is in working condition in all material respects, except for those items the value of which has been reduced or written off on the books and records of the Business in the Ordinary Course of Business. (d) Except as set forth on Schedule 4.11(d), Sellers do not hold any Inventory on consignment. (e) The consolidated inventory of Sellers set forth in the Financial Statements was stated therein in accordance with GAAP applied on a consistent basis throughout the periods indicated therein (except as may be indicated in the notes thereto) and presents fairly, in all material respects, the consolidated inventory as of the respective dates thereof Contracts. (a) Schedule 4.12(a) sets forth a true, correct and complete list of all of the following Contracts (each, a Material Contract and, collectively, the Material Contracts ) to which any Seller is party or is otherwise bound relating to the Business: (i) Contracts (or series of related Contracts) that Sellers reasonably anticipate will involve payment or expenditure of more than $250,000 in any one (1) year period from or including the Closing Date; (ii) Contracts relating to Indebtedness or to the mortgaging or pledging of, or otherwise placing an Encumbrance on, any of the assets or properties related to the Business (other than Permitted Encumbrances); (iii) Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; (iv) Contract under which it is lessee of or uses, holds or operates any property, real or personal, owned by any other party (including the Leases and the Personal Property Leases), or under which it is lessor or licensor of or permits any third-party to use, hold or operate any property, real or personal, owned or controlled by it in which the amount of payments which the Business is required to make, or is entitled to receive, on an annual basis exceeds $250,000; (v) Contracts (or series of related Contracts) entered into during the last five (5) years (or under which there are continuing material obligations) relating to the direct or indirect acquisition or disposition of any Person, business or material assets (other than sale of inventory or obsolete or worn-out assets replaced in the Ordinary Course of Business) (whether by merger, stock sale, asset sale or otherwise); (vi) Contracts that (A) contain covenants that limit the freedom of any Seller or the Business to compete in any line of business with any Person or in any geographic area or (B) contain exclusivity obligations or restrictions binding on any Seller or the Business; and 19

31 (vii) Contracts (A) that require payments upon a change of control of any Seller or the Business, (B) appointing any agent to act on behalf of the Business or granting any power of attorney by any Seller, (C) with any Governmental Body, (D) that are partnership, joint venture or other similar Contracts involving a share of profits, losses, costs, or liabilities with any other Person, (E) that contain any exclusivity, right refusal or right of first offer obligations or restrictions, or any most favored nations provision, (F) under which the Company has advanced or loaned any other Person (together with any Affiliate thereof) any amounts or (G) that is a Collective Bargaining Agreement or other Contract with any labor union. (b) The Assigned Contracts include all of the Contracts material to the ownership and/or operation of the Business, except for any Rejected Contracts. (c) Except as set forth on Schedule 4.12(c)(i), each Material Contract is a valid and binding obligation of each Seller party thereto and, to Sellers Knowledge, the other parties thereto, enforceable against each of them in accordance with its terms, except, in each case, as such enforceability may be limited by applicable bankruptcy, insolvency or other similar Laws affecting or relating to enforcement of credit rights generally or general principles of equity. Except as set forth on Schedule 4.12(c)(ii), Sellers have not, and, to Sellers Knowledge, no other party to any Material Contract has, commenced any action against any of the parties to any Material Contract or given or received any written notice of any default or violation under any Material Contract that has not been withdrawn or dismissed except to the extent any such default or violation will be cured or dismissed as a result of the entry of the Sale Order and the payment of the applicable Cure Costs Tax Returns; Taxes. (a) All Tax Returns required to have been filed with respect to the Purchased Assets or the Business have been, or will be, duly and timely filed, such Tax Returns are true, correct and complete in all material respects, and copies of such Tax Returns have been delivered to Purchaser (or its representatives) prior to the Agreement Date. Except as set forth on Schedule 4.13(a), no Seller is currently the beneficiary of any extension of time within which to file any Tax Return required to be filed by Sellers with respect to the Purchased Assets or the Business. (b) All Taxes due and owing by Sellers with respect to the Purchased Assets or the Business (whether or not shown on any Tax Return) have been, or will be, timely paid in full. (c) No written notice from any Governmental Body of proposed adjustment, deficiency or underpayment of Taxes with respect to Sellers, the Purchased Assets or the Business has been received by any Seller that has not since been satisfied by payment or been withdrawn, and no written notification has been provided by any Governmental Body of an intent to raise such issues. No Seller has waived any statute of limitations or agreed to any extension of time during which a Tax assessment or deficiency assessment may be made with respect to the Purchased Assets or the Business. (d) Except as set forth on Schedule 4.13(d), no Tax Proceeding has been or is being asserted in writing against any Seller with respect to the Purchased Assets or the Business, nor has any Seller received written notice that a Tax Proceeding or other claim with respect to Taxes relating to Sellers, the Purchased Assets or the Business been threatened or asserted or is otherwise pending. All deficiencies for Taxes asserted or assessed against any Seller in writing with respect to Sellers, the Purchased Assets or the Business have been fully and timely paid or settled. 20

32 (e) There are no Encumbrances for Taxes on the Purchased Assets or the Business, other than Permitted Encumbrances. There are no material unpaid Taxes due and owing by Sellers, any Subsidiary of Sellers or by any other Person (including, without limitation, any corporation with which Sellers file or have filed a consolidated combined, or unitary return) that are or could reasonably be expected to become an Encumbrance on the Purchased Assets or otherwise adversely affect the operation of the Business. (f) Sellers have collected or withheld all amounts required to be collected or withheld by Sellers for all material Taxes or assessments, and all such amounts have been paid to the appropriate Governmental Body or set aside in appropriate accounts for future payment when due. (g) No Governmental Body has in the last five (5) years made a claim that Sellers, the Purchased Assets, or the Business are or may be subject to taxation by a jurisdiction in which Tax Returns are not filed by, or with respect to, Sellers, the Purchased Assets or the Business, as applicable. (h) No Seller is a foreign person as that term is used in Treasury Regulations Section (i) No Seller is, or has been, a party to a reportable transaction within the meaning of Section 6707A(c)(1) of the code and Treasury Regulations Section (b) Employees; Seller Benefit Plans. (a) Sellers have provided Purchaser with a true, complete and correct list of the Employees, specifying their position, annual salary, date of hire, target incentive payment opportunity under the QIP (if applicable) and target payment under the Key Employee Retention Plan (if applicable). Sellers are in compliance in all material respects with all Laws relating to the employment of, classification of, and termination of employment of the Employees. (b) Except as set forth on Schedule 4.14(b), there are no material Actions pending or, to Sellers Knowledge, threatened, against any Seller by any Employee, former employee or current or former service provider of any Seller. (c) Set forth on Schedule 4.14(c) is a true, correct and complete list of each Benefit Plan. As applicable with respect to each Benefit Plan (including each non-u.s. Benefit Plan), Sellers have delivered to Purchaser true and complete copies of (i) each plan document, including all amendments thereto, and in the case of an unwritten plan, a written description thereof, (ii) all current trust documents, investment management contracts, custodial agreements and insurance contracts relating thereto, (iii) the current summary plan description and each summary of material modifications thereto, (iv) the most recently filed annual report (Form 5500 and all schedules thereto), (v) the most recent Internal Revenue Service ( IRS ) determination or opinion letter (vi) the most recent summary annual report, actuarial report, financial statement and trustee report and (vii) any material correspondence with a Governmental Body. (d) Except as set forth on Schedule 4.14(d), each Benefit Plan has been maintained, operated and administered in compliance in all material respects with its terms and any related documents or agreements and the applicable provisions of ERISA, the Code and all other Laws. (e) The Benefit Plans which are employee pension benefit plans within the meaning of Section 3(2) of ERISA (each, a Pension Plan ) and which are intended to meet the qualification requirements of Section 401(a) of the Code have received determination letters from the IRS to the effect that such plans are qualified and exempt from federal income taxes under Sections 401 (a) and 501(a) of the Code, respectively, and nothing has occurred that would reasonably be expected to adversely affect the qualification of such Benefit Plan. 21

33 (f) Except as set forth on Schedule 4.14(f), no Seller nor any ERISA Affiliate has adopted, maintains, sponsors, contributes to, is required to contribute to, or has any Liability with respect to any (i) multiemployer plan (within the meaning of Section 3(37) of ERISA); (ii) plan or arrangement subject to Title IV or Section 302 of ERISA, or (iii) plan that has two or more contributing sponsors, at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. (g) There are no pending audits or investigations by any Governmental Body involving any Benefit Plan, and no pending or, to the Knowledge of Sellers, threatened claims (except for individual claims for benefits payable in the normal operation of the Benefit Plans (including any non-u.s. Benefit Plans)), Actions involving any Benefit Plan, any fiduciary thereof or service provider thereto, nor to the Knowledge of Sellers is there any reasonable basis for any such Action. (h) Except as set forth on Schedule 4.14(h), no Benefit Plan provides benefits, including, without limitation, death or medical benefits, beyond termination of service or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan. (i) Sellers execution of, and performance of the transactions contemplated by this Agreement will not either alone or in connection with any other event(s) (I) result in any payment or benefit, result in the funding of any payment or benefit, or increase in payments or benefits or acceleration in the timing of payments or benefits becoming due to any current or former employee, director, officer, or independent contractor of any Seller, (II) limit the right to merge, amend or terminate any Benefit Plan (including any non-u.s. Benefit Plan) or (III) result in the payment or provision of an excess parachute payment under Section 280G of the Code, whether under a Benefit Plan or otherwise. (j) Each Benefit Plan that constitutes a non-qualified deferred compensation plan within the meaning of Section 409A of the Code, complies in both form and operation with the requirements of Section 409A of the Code so that no amounts paid pursuant to any such Benefit Plan is subject to Tax under Section 409A of the Code. (k) The employment of each Employee of Sellers is at-will except as set forth on Schedule 4.14(k). Schedule 4.14(k) sets forth a true, complete and correct list of all written (and includes a summary of all legally binding oral) employment and consulting agreements to which any Seller is a party or by which it is bound. True, complete and correct copies of the agreements or arrangements listed and summarized on Schedule 4.14(k) have been provided or made available to Purchaser, together with all amendments thereto Labor Matters. (a) Other than as set forth on Schedule 4.15(a), (i) no Seller is a party to any labor or Collective Bargaining Agreement with respect to its Employees, (ii) no Employee of any Seller is represented by any labor organization, (iii) no labor organization or group of Employees of any Seller has made a demand for recognition or request for certification that is pending as of the Agreement Date, nor have there been any such demands or requests in the last three (3) years, and (iv) there are no representation or certification proceedings or petitions seeking a representation election presently pending or, to the Knowledge of Sellers, threatened, to be brought or filed with the National Labor Relations Board or other labor relations tribunal involving any Seller, nor have there been any such proceedings in the last three (3) years. 22

34 (b) There are no strikes, lockouts, work stoppages or slowdowns pending or, to the Knowledge of Sellers, threatened against or involving any Seller. (c) Except as set forth on Schedule 4.15(c), there are no charges, arbitrations, grievances, complaints, proceedings or other Actions pending or, to the Knowledge of Sellers, threatened against any Seller relating to the employment or termination of employment of any individual or group of individuals by any Seller except those which, individually or in the aggregate, would not, individually or in the aggregate, reasonably be expected to be material to the Purchased Assets, the Assumed Liabilities or the Business. (d) There are no complaints, charges, administrative proceedings, claims or other Actions against any Seller pending or, to the Knowledge of Sellers, threatened to be brought or filed with any Governmental Body based on or arising out of the employment by any Seller of any Employee, former employee, or current or former service provider, or group thereof, or the termination thereof except those which, individually or in the aggregate would not reasonably be expected to would not, individually or in the aggregate, reasonably be expected to be material to the Purchased Assets, the Assumed Liabilities or the Business. (e) Sellers have not incurred any liability under the WARN Act or similar Laws of any jurisdiction, which remains unpaid or unsatisfied, nor have Sellers terminated the employment of any employees, separately or as a group, that triggered any obligations under such Laws without giving the notices required thereunder 4.16 Bank Accounts. Schedule 4.16 sets forth a complete list of all bank accounts (including any deposit accounts, securities accounts and any sub-accounts) of Sellers Financial Statements. Sellers have delivered to Purchaser true, correct and complete copies of: (i) the audited consolidated balance sheet of the Company and the Company Subsidiaries as of, and consolidated statements of comprehensive income (loss), cash flows, redeemable common stock, accumulated deficit and accumulated other comprehensive income for the fiscal year ended December 31, 2016; and (ii) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of, and consolidated statements of comprehensive income (loss), cash flows, redeemable common stock, accumulated deficit and accumulated other comprehensive income for, the six (6) month periods ended on July 2, 2017, December 31, 2016 and December 31, 2015 (collectively, the Financial Statements ). The Financial Statements have been prepared in accordance GAAP consistently applied in accordance with the Company s past practice throughout the periods indicated and present fairly, in all material respects, the consolidated financial position of Sellers as of the respective dates thereof and for the periods indicated therein (subject to normal and recurring year-end adjustments and the absence of footnotes) WARN Act. Except as set forth on Schedule 4.18, no Seller has, within the ninety (90) days immediately prior to the Closing Date, in whole or in part taken any action or actions which would, independently of the transaction contemplated hereby, result in a plant closing or mass layoff, temporary or otherwise, within the meaning of the WARN Act, or any similar Law Environmental Matters. Except as set forth on Schedule 4.19, (a) with respect to the Business and the Purchased Assets, there is no pending or, to Sellers Knowledge, threatened suit, verbal or written notice, investigation, claim, litigation, proceeding or other Action by any Governmental Body or any other Person that could reasonably be expected to result in any material Environmental Liabilities and Obligations, and no Seller is subject to, or in default of, any Order applicable to the Business or the Purchased Assets and issued under or pursuant to any Environmental Law, (b) there has been no Release 23

35 of Hazardous Materials in connection with the Business, or at, from, on or under the Acquired Owned Real Property, the Assumed Leased Real Property, or the Acquired Buildings that could reasonably be expected to result in any material Environmental Liabilities and Obligations, or require any material Remedial Action pursuant to any Environmental Law, (c) Sellers have obtained and are in compliance with and, to the extent applicable, have filed timely applications to renew, all material Permits that are required pursuant to any Environmental Law for the operation of the Purchased Assets and all such Permits are valid and in full force and effect, and no Action is pending or, to the Knowledge of Sellers, threatened, which seeks to revoke, limit or otherwise affect any such Permit; (d) none of the Sellers has any material financial assurance, escrow, bonding or similar obligation under or pursuant to any Environmental Law, and (e) Sellers have delivered or made available to Purchaser copies of the following non-privileged records in Sellers or its representatives possession, custody or control: (i) all material Permits issued pursuant to any Environmental Law for the Business or the operation of the Purchased Assets; (ii) all material documents with respect to any pending or threatened material claim, litigation, proceeding or other Action relating to or bearing on the Business or the Purchased Assets and arising under or relating to any Environmental Law, or with respect to any Environmental Liabilities and Obligations; and (iii) all material written environmental reports, audits and assessments (including Phase I environmental site assessment reports) for the Business, the Purchased Assets, Acquired Owned Real Property, the Acquired Buildings, and Assumed Leased Real Property Absence of Changes. Except as set forth on Schedule 4.20 or as reasonably necessary as a result of or in connection with the Bankruptcy Cases, since October 1, 2017, (a) there has not been or occurred any Material Adverse Effect and (b) no Seller is taken any action that, if taken following the Agreement Date, would have violated Section No Other Representations or Warranties. Except for the representations, warranties and covenants of Sellers expressly contained herein or any certificate delivered hereunder, neither Sellers nor their representatives, nor any other Person, makes any other express or implied warranty (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose) on behalf of Sellers, including, without limitation, (a) the probable success or profitability of ownership, use or operation of the Purchased Assets by Purchaser after the Closing, (b) the probable success or results in connection with the Bankruptcy Court and the Sale Order, (c) the value, use or condition of the Purchased Assets, which are being conveyed hereby on an As Is, Where Is condition at the Closing Date, without any warranty whatsoever (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose). ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PURCHASER Subject to the exceptions noted in the Schedules delivered by Purchaser concurrently herewith, Purchaser represents and warrants to Sellers as follows as of the Agreement Date and as of the Closing Date: 5.1 Organization and Qualification. Purchaser is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Purchaser has all requisite power and authority to own, lease and operate its properties and to carry on its business (including the Business) as it is now being conducted, except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Purchaser s ability to consummate the transactions contemplated hereby. 24

36 5.2 Authority. Purchaser has the requisite power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which it is a party, to perform its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby and to assume and perform the Assumed Liabilities. The execution and delivery of this Agreement by Purchaser and each of the Ancillary Documents to which it is a party, the performance by Purchaser of its obligations hereunder and thereunder, the consummation of the transactions contemplated hereby and thereby, including the assumption and performance of the Assumed Liabilities, have been duly and validly authorized by all necessary actions on the part of Purchaser. This Agreement has been, and at or prior to the Closing, each of the Ancillary Documents to which it is a party will be, duly and validly executed and delivered by Purchaser. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Documents by Sellers and subject to the effectiveness of the Sale Order, this Agreement constitutes, and each Ancillary Document to which Purchaser is a party when so executed and delivered will constitute, legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar Laws affecting or relating to enforcement of credit rights generally or general principles of equity. 5.3 Conflicts. Neither the execution and delivery of this Agreement or any other documents contemplated hereby, nor the consummation of the transactions contemplated herein or therein in accordance with the Sale Order, will, to Purchaser s knowledge, result in a violation or breach of, or constitute a default under, (a) the certificate of incorporation, the bylaws, or other organizational instruments of Purchaser, (b) any term or provision of any material contract or agreement to which Purchaser is party or is otherwise bound or (c) any writ, order, judgment, decree, law, rule, regulation or ordinance applicable to Purchaser. 5.4 Consents. Except (i) as set forth on Schedule 5.4 and (ii) for compliance as may be required with the HSR Act, no consent, waiver, approval, order or authorization of, or registration, qualification, designation or filing with any Person or Governmental Body is required in connection with the execution, delivery and performance by Purchaser of this Agreement or the Ancillary Documents to which it is a party, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby, the assumption and performance of the Assumed Liabilities or the taking by Purchaser of any other action contemplated hereby or thereby, other than such filings, notices or consents, the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Purchaser s ability to perform its obligations under this Agreement and the Ancillary Documents to which it is a party, or to consummate the transactions contemplated hereby or thereby, including the assumption of the Assumed Liabilities. 5.5 Brokers. Except as set forth on Schedule 5.5, no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and Sellers are not and will not become obligated to pay any fee or commission or like payment to any broker, finder or financial advisor as a result of the consummation of the transactions contemplated by this Agreement based upon any arrangement made by or on behalf of Purchaser. 5.6 No Litigation. To Purchaser s knowledge, there are no material actions, suits, claims, investigations, hearings, or proceedings of any type pending (or, to the knowledge of Purchaser, threatened) instituted against Purchaser challenging the legality of the transactions contemplated in this Agreement (other than with respect to any objection, adversary proceeding or other contested matter which may be filed or otherwise arise in connection with the Bankruptcy Cases). 25

37 5.7 Due Diligence. (a) AS-IS WHERE-IS SALE; DISCLAIMERS; RELEASE. EXCEPT AS OTHERWISE PROVIDED IN ARTICLE IV OR THIS ARTICLE V, IT IS UNDERSTOOD AND AGREED THAT, UNLESS EXPRESSLY STATED HEREIN, SELLERS ARE NOT MAKING AND HAVE NOT AT ANY TIME MADE AND PURCHASER EXPRESSLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PURCHASED ASSETS, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT, UPON THE CLOSING, SELLERS SHALL SELL AND CONVEY TO PURCHASER, AND PURCHASER SHALL ACCEPT, THE PURCHASED ASSETS AS IS, WHERE IS, WITH ALL FAULTS. PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLERS ARE NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS OR RELATING THERETO MADE OR FURNISHED BY SELLERS OR THEIR REPRESENTATIVES, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, EXCEPT AS EXPRESSLY STATED HEREIN. PURCHASER ALSO ACKNOWLEDGES THAT THE TOTAL PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PURCHASED ASSETS ARE BEING SOLD AS IS, WHERE IS, WITH ALL FAULTS. (c) PURCHASER ACKNOWLEDGES TO SELLERS THAT PURCHASER HAS HAD THE OPPORTUNITY TO CONDUCT AND DID CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PURCHASED ASSETS AS PURCHASER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE PURCHASED ASSETS AND ITS ACQUISITION THEREOF. PURCHASER HEREBY ASSUMES THE RISK THAT ADVERSE MATTERS INCLUDING, BUT NOT LIMITED TO, LATENT OR PATENT DEFECTS, ADVERSE PHYSICAL OR OTHER ADVERSE MATTERS, MAY NOT HAVE BEEN REVEALED BY PURCHASER S REVIEW AND INSPECTIONS AND INVESTIGATIONS. (d) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUBJECT TO OBTAINING THE SALE ORDER, PURCHASER WAIVES ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE VALIDITY AND CONDITION OF THE PURCHASED ASSETS AS OF THE CLOSING, EXCEPT AS EXPRESSLY PROVIDED HEREIN. ARTICLE VI. EMPLOYEES 6.1 Employee Matters. (a) Purchaser shall, or shall cause its designated Affiliate or Affiliates to extend offers of employment to all of Sellers employees related to the Purchased Assets as of the Agreement Date who have not been terminated or otherwise left the employ of Sellers prior to the Closing Date. Sellers will make available to Purchaser a correct and complete list of all their current employees as of ten (10) days prior to the Closing Date. Consistent with applicable law, Sellers shall provide Purchaser access to their personnel records and personnel files, and shall provide such other information regarding their employees as Purchaser may reasonably request. All such employees who accept such offers of employment, and commence such employment immediately after the Closing, with Purchaser or its Affiliates are hereinafter referred to as the Transferred Employees. Effective as of immediately before the Closing, each Seller shall terminate the employment of its respective employees who have accepted offers of employment with Purchaser or an Affiliate. 26

38 (b) Subject to Purchaser s right to terminate any Transferred Employees, Purchaser shall provide, or shall cause one of its Affiliates to provide, for a period of one (1) year from and after the Closing Date, each Transferred Employee with compensation and benefits (excluding, for this purpose, equity-based compensation, pension, and retiree benefits) that are, in the aggregate, substantially comparable to those provided to such Transferred Employees as of the date of this Agreement; provided, however, that in determining the comparability of compensation and benefits, the ESOP, any defined benefit pension plan of Sellers, the QIP and the Key Employee Retention Plan shall be excluded in determining the compensation and benefits provided to Transferred Employees as of the date of this Agreement. For purposes of eligibility, vesting, and participation (but not benefit accrual) under any Purchaser plans and programs providing employee benefits to Transferred Employees after the Closing Date (the Post-Closing Plans ), each Transferred Employee shall be credited with his or her years of service with Sellers before the Closing Date to the same extent as such Transferred Employee was entitled, before the Closing Date, to credit for such service under substantially similar Benefit Plans in which such Transferred Employees participated before the Closing Date (such Seller plans, the Seller Benefit Plans ), except to the extent such credit would result in a duplication of benefits. Notwithstanding the foregoing, Purchaser, or its applicable Affiliate, may permit or require the Transferred Employees to continue to participate in the Assumed Plans. To the extent a Transferred Employee is covered by a Collective Bargaining Agreement following the Closing Date, Purchaser shall provide the benefits contemplated under this Section 6.1 (b) in accordance with the applicable Collective Bargaining Agreement. (c) For purposes of each Post-Closing Plan providing medical, dental, hospital, pharmaceutical or vision benefits to any Transferred Employee, Purchaser shall use commercially reasonable efforts to cause to be waived all pre-existing condition exclusions and actively-at-work requirements of such Post-Closing Plan for such Transferred Employee and his or her covered dependents (unless such exclusions or requirements were applicable under Seller Benefit Plans). In addition, Purchaser shall use reasonable efforts to cause any co-payments, deductible and other eligible expenses incurred by such Transferred Employee and/or his or her covered dependents under any Seller Benefit Plan providing, medical, dental, hospital, pharmaceutical or vision benefits during the plan year ending on the Closing Date to be credited for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Transferred Employee and his or her covered dependents for the applicable plan year of each comparable Post-Closing Plan in which he or she participates. (d) Purchaser shall assume and honor all vacation days and other paid-time-off accrued or earned, but not yet taken, by each Transferred Employee as of the Closing Date. (e) Sellers shall be responsible for the payment of any severance payment or benefits that become due to any current or former employee, officer, director, member, partner or independent contractor as a result of the termination of such individual by any Seller or ERISA Affiliate thereof. Sellers shall be responsible for all legally mandated health care continuation coverage for their, and their Affiliates, current and former employees (and their qualified beneficiaries) who had or have a loss of coverage due to a qualifying event (within the meaning of Section 603 of ERISA) which occurred or occurs on or prior to the Closing Date including, without limitation, any loss of coverage that results directly or indirectly from the transactions contemplated by this Agreement. Purchaser or its Affiliates shall be responsible for any severance benefits for any Transferred Employee who terminates employment with Purchaser or such Affiliate after the Closing Date, to the extent such Transferred Employee is entitled to severance benefits under a Post-Closing Plan or Assigned Contract. 27

39 (f) Purchaser shall assume the Benefit Plans, as the case may be, identified by Purchaser and listed on Schedule 6.1(f) (collectively, the Assumed Plans ). Purchaser shall deliver Schedule 6.1(f) to Sellers at least two (2) days prior to the Closing. Purchaser, on the one hand, and Sellers, on the other, shall take such actions as are necessary and reasonably requested by the other Party to cause Purchaser to assume sponsorship of the Assumed Plans as of the Closing and to effect the transfer of all assets and benefit liabilities of the Assumed Plans together with all related trust, insurance policies and administrative services agreements, effective as soon as practicable following the Closing. (g) On or before the Closing Date, Purchaser or one of its Affiliates shall have entered into an employment agreement with each of the Key Employees (collectively, the Employment Contracts ) that shall contain compensation and benefits (excluding, for this purpose, the Key Employee Retention Plan, the QIP, equity-based compensation, pension, ESOP and retiree benefits) that are, in the aggregate, substantially comparable to those provided to such Key Employees as of the date of this Agreement. For clarity, the QIP and the Key Employee Retention Plan shall be Assumed Plans, and Purchaser shall observe the terms of such plans, but Purchaser shall not be obligated to provide similar plans or provide compensation and benefits comparable to such plans following the expiration of such plans. (h) Notwithstanding any provision to the contrary herein, on and following the Closing Date, Purchaser shall provide an incentive plan and retiree and other benefits (including the 401(k) Plans) to the Transferred Employees acceptable to the Purchaser in its sole discretion. (i) On and following the Agreement Date, Sellers and Purchaser shall reasonably cooperate in all matters reasonably necessary to effect the transactions contemplated by this Section 6.1, including exchanging information and data relating to workers compensation, employee benefits and employee benefit plan coverage, and in obtaining any governmental approvals required hereunder, except as would result in the violation of any applicable Law, including without limitation, any Law relating to the safeguarding of data privacy. (j) The provisions of this Section 6.1 are for the sole benefit of the parties to this Agreement only and shall not be construed to grant any rights, as a third party beneficiary or otherwise, to any person who is not a party to this Agreement, nor shall any provision of this Agreement be deemed to be the adoption of, or an amendment to, any employee benefit plan, as that term is defined in Section 3 (3) of ERISA, or otherwise to limit the right of Purchaser or Sellers to amend, modify or terminate any such employee benefit plan. In addition, nothing contained herein shall be construed to (i) prohibit any amendments to or termination of any employee benefit plans or (ii) prohibit the termination or change in terms of employment of any employee (including any Transferred Employee) as permitted under applicable law. Nothing herein, expressed or implied, shall confer upon any employee (including any Transferred Employee) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of any provision of this Agreement. ARTICLE VII. BANKRUPTCY COURT MATTERS 7.1 Approval of Expense Reimbursement and Overbid Protection. Subject to the entry of the Bidding Procedures Order, in consideration for Purchaser having expended considerable time and expense in connection with this Agreement and the negotiation hereof and the identification and quantification of assets of Sellers, Sellers shall pay in cash to Purchaser promptly upon the effective date of termination of this Agreement in accordance with, and only to the extent provided in, the provisions of 28

40 Section 3.5, the Expense Reimbursement. In addition, the Bidding Procedures Order shall provide for an initial overbid protection in the amount of Five Hundred Thousand Dollars ($500,000) over and above the aggregate of the Purchase Price and the Expense Reimbursement, and minimum bid increments thereafter of Five Hundred Thousand Dollars ($500,000) (the Overbid Protection ). The obligations of Sellers to pay the Expense Reimbursement (i) shall be entitled to super-priority administrative expense claim status under Sections 503 and 507 of the Bankruptcy Code, (ii) shall not be subordinate to any other administrative expense claim against Sellers, and (iii) shall survive the termination of this Agreement in accordance with Section 3.6. The Bidding Procedures Order shall approve the Expense Reimbursement as set forth in this Agreement. 7.2 Competing Bid and Other Matters. (a) Within two (2) Business Days following the Agreement Date, Sellers shall file with the Bankruptcy Court an application or motion seeking entry of (i) the Bidding Procedures Order, which shall, among other things, approve the payment of the Expense Reimbursement on the terms set forth herein and (ii) the Sale Order (the Sale and Bidding Procedures Motion ). Such application or motion and all exhibits thereto shall be in form and substance acceptable to Purchaser, in its sole discretion. (b) This Agreement and the transactions contemplated hereby are subject to Sellers right and ability to consider higher or better competing bids with respect to the Business and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each a Competing Bid ). (c) If an Auction is conducted, and Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the Prevailing Bidder ), Purchaser shall, if its bid is determined to be the next highest bid serve as a back-up bidder (the Back-up Bidder ) and keep Purchaser s bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern time) on May 31, 2018 (the Outside Back-up Date ) or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder. (d) Sellers shall promptly serve true and correct copies of the Sale and Bidding Procedures Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the District of Delaware and any other applicable order of the Bankruptcy Court. 7.3 Sale Order. The Sale Order shall be entered by the Bankruptcy Court. The Sale Order shall, among other things, (i) approve, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, (A) the execution, delivery and performance by Sellers of this Agreement, (B) the sale of the Purchased Assets to Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (C) the performance by Sellers of their respective obligations under this Agreement; (ii) authorize and empower Sellers to assume and assign to Purchaser the Assigned Contracts; and (iii) find that Purchaser is a good faith buyer within the meaning of Section 363(m) of the Bankruptcy Code, not a successor to any Sellers and grant Purchaser the protections of Section 363(m) of the Bankruptcy Code. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that Purchaser is a good faith purchaser under Section 363(m) of the Bankruptcy Code, and (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code. 29

41 7.4 Contracts. Sellers shall serve on all non-seller counterparties to all of their Contracts a notice specifically stating that Sellers are or may be seeking the assumption and assignment of such Contracts and shall notify such non-seller counterparties of the deadline for objecting to the Cure Costs or any other aspect of the proposed assumption and assignment of their Contracts to Purchaser. 7.5 Bankruptcy Filings. From and after the Agreement Date and until the Closing Date, Sellers shall deliver to Purchaser drafts of any and all material pleadings, motions, notices, statements, schedules, applications, reports and other papers to be filed or submitted in connection with this Agreement for Purchaser s prior review and comment at least two (2) business days prior to the filing or submission thereof (to the extent reasonably practicable, and otherwise, as far in advance of such filing or submission as reasonably practicable), and such filings shall be acceptable to Purchaser, in its sole discretion, to the extent they relate to the Purchased Assets, any Assumed Liabilities or any of Sellers or Purchaser s obligations hereunder. Sellers agree to diligently prosecute 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 be appealed, Sellers shall use their best efforts to defend such appeal. Sellers shall comply with all notice requirements (i) of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, or (ii) imposed by the Sale Order, in each case, in connection with any pleading, notice or motion to be filed in connection herewith. 7.6 Sale Free and Clear. Sellers acknowledge and agree, and the Sale Order shall provide that, on the Closing Date and concurrently with the Closing, all then existing or thereafter arising obligations, Liabilities and Encumbrances of, against or created by Sellers or their bankruptcy estate, to the fullest extent permitted by Section 363 of the Bankruptcy Code, shall be fully released from and with respect to the Purchased Assets. On the Closing Date, the Purchased Assets shall be transferred to Purchaser free and clear of all obligations, Liabilities and Encumbrances, other than Permitted Encumbrances and the Assumed Liabilities to the fullest extent permitted by Section 363 of the Bankruptcy Code. ARTICLE VIII. COVENANTS AND AGREEMENTS 8.1 Conduct of Business of Sellers. During the Pre-Closing Period, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, (x) to operate the Business in the Ordinary Course of Business and (y) to (A) preserve intact their respective business organizations, (B) maintain the Business and the Purchased Assets (normal wear and tear excepted), (C) keep available the services of their respective officers and Employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers, vendors and others having business relationships with Sellers in connection with the operation of the Business (other than payment of pre-petition claims), (E) pay all of their respective post-petition obligations in the Ordinary Course of Business and (F) continue to operate the Business and Purchased Assets in all material respects in compliance with all Laws applicable to the Business and Sellers. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement or (ii) required, authorized or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Purchaser, take any of the following actions with respect to the Business or the Purchased Assets: (a) other than as set forth in Schedule 8.1(a) or as required by law, (i) modify in any manner the compensation of any of the Employees or officers, or accelerate the payment of any such compensation (other than such that the liability associated with such modification is excluded from the Assumed Liabilities), (ii) grant any (A) bonuses, whether monetary or otherwise, (B) except in the Ordinary Course of Business and consistent with cost of living increases, increase wages or salary or (C) increase other compensation or material benefits, in any case, in respect of any current or former employee, independent contractor, director or officer of Sellers; 30

42 (b) other than as set forth in Schedule 8.1(b), engage any new Employee other than in the Ordinary Course of Business; provided, however, that Sellers shall not engage any new Employee whose aggregate total compensation exceeds $100,000; (c) except as set forth in Schedule 8.1(c), remove or permit to be removed from any building, facility, or real property any asset, equipment, machinery or any Inventory (other than in connection with the sale of Inventory in the Ordinary Course of Business and the sale of fixtures, equipment and related assets in connection with the closing of facilities with a value not to exceed $200,000); (d) except as set forth in Schedule 8.1(d), sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any asset (other than sales of Inventory in the Ordinary Course of Business and other than any liens provided for in the Original DIP Order or the Senior Final DIP Order); (e) except as set forth in Schedule 8.1(e), and except in accordance with the DIP Budget, enter into, amend, terminate or renew any Material Contract or any other Contract which would result in an obligation of any Seller in excess of $250,000; (f) amend or modify the DIP Credit Agreement or the Senior DIP Facility; (g) make any capital expenditures except in accordance with the DIP Budget; (h) incur any Indebtedness; (i) fail to use commercially reasonable efforts to renew and maintain the validity of Sellers rights in, to or under any Intellectual Property; (j) fail to use commercially reasonable efforts to renew and maintain all material Permits of Sellers used in the operation of the Business or the Purchased Assets; (k) (i) make any unusual or extraordinary efforts to collect any outstanding Accounts Receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than discounts given by the Business in the Ordinary Course of Business or (ii) make any sales of, or, other than liens provided for in the Original DIP Order or the Senior Final DIP Order, convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (l) make any change in their method of accounting, except in accordance with GAAP; (m) fail to maintain any insurance policy in effect on the Agreement Date or amend any such policy (other than extensions, replacements or amendments thereof in the Ordinary Course of Business); (n) accelerate the payment or funding of any obligation, Liability or Indebtedness of any Seller; 31

43 (o) file any Tax Return (other than consistent with past practice and applicable Law) or make, change or rescind any Tax election or file any amended Tax Return or change its fiscal year or financial or Tax accounting methods, policies or practices or settle any Tax Liability or enter into any agreement with respect to Taxes, in each case, to the extent such action could result in any Liability to, or have any adverse effect on, the Purchased Assets or the Business, or subject Purchaser or any of its Affiliates to any Tax liability; (p) except as set forth in Schedule 8.1(p), establish, enter into, terminate, adopt or amend any Benefit Plan (other than amendments required by Law or to maintain the tax qualified status of any Benefit Plan under Section 401(a) of the Code), or any other plan, trust, policy, agreement, program or arrangement for the benefit of any current or former employees or other service providers, including but not limited to, any change in control or severance agreement or Collective Bargaining Agreement; (q) loan to, or entry into any other transaction with, any employee, officer, director or independent contractor, or amend the terms of an existing loan or transaction with any such person; (r) settle or agree to settle any pending or threatened litigation, except to the extent that such settlement is either (i) pursuant to an insured claim or (ii) less than $50,000 in value; (s) sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien on any Purchased Assets, whether now existing or hereafter transferred hereunder, or any interest, therein, and Sellers will not sell, pledge, assign or suffer to exist any lien on its interest in the Purchased Assets (and Sellers will promptly notify Purchaser of the existence of any lien on any Purchased Assets and Sellers shall defend the right, title and interest of Purchaser in, to and under the Purchased Assets against all claims of third parties); (t) consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, or sell, assign or license with or without recourse any Purchased Asset or any interest therein; or (u) agree, whether in writing or otherwise, to do any of the foregoing. 8.2 Access to Information. Sellers agree that, during the Pre-Closing Period, Purchaser shall be entitled, through its officers, employees, legal counsel, accountants and other authorized representatives, agents and contractors ( Representatives ), to have such reasonable access to and make such reasonable investigation and examination of the books and records, properties, businesses, assets, Employees, accountants, auditors, counsel and operations of Sellers as Purchaser s Representatives may reasonably request. Any such investigations and examinations shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances. Each Seller shall use commercially reasonable efforts to cause its Representatives to reasonably cooperate with Purchaser and Purchaser s Representatives in connection with such investigations and examinations, and Purchaser shall, and use its commercially reasonable efforts to cause its Representatives to, reasonably cooperate with Sellers and their respective Representatives, and shall use its commercially reasonable efforts to minimize any disruption to the Business. 8.3 Assignability of Certain Contracts. To the extent that the assignment to Purchaser of any Assigned Contract pursuant to this Agreement is not permitted without the consent of a third party and such restriction cannot be effectively overridden or canceled by the Sale Order or other related order of the Bankruptcy Court, then this Agreement will not be deemed to constitute an assignment of or an undertaking or attempt to assign such Contract or any right or interest therein unless and until such 32

44 consent is obtained; provided, however, that the Parties will use their commercially reasonable efforts, before the Closing, to obtain all such consents; provided, further, that if any such consents are not obtained prior to the Closing Date, Sellers and Purchaser will reasonably cooperate with each other in any lawful and feasible arrangement designed to provide Purchaser with the benefits and obligations of any such Contract and Purchaser shall be responsible for performing all obligations under such Contract required to be performed by Sellers on or after the Closing Date to the extent set forth in this Agreement. 8.4 Rejected Contracts. Sellers shall not reject or seek to reject any Assigned Contract in any bankruptcy proceeding following the Agreement Date without the prior written consent of Purchaser, which Purchaser may withhold, condition or delay, in its sole discretion. 8.5 Reasonable Efforts; Cooperation. (a) Subject to the other provisions hereof, each Party shall use its commercially reasonable efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and shall cooperate in a commercially reasonable manner with each other Party and its Representatives in connection with any step required to be taken as a part of its obligations hereunder. (b) In the event that any of the Parties to this Agreement discovers a Contract related to the Business, the Purchased Assets or the Assumed Liabilities during the period from and after the Agreement Date, and such Contract (i) was unknown as of the Agreement Date, (ii) is a Contract that Purchaser wishes to assume the rights and obligations of and (iii) such Contract would not be deemed a Rejected Contract by Sellers, Purchaser and Sellers shall execute, acknowledge and deliver such other instruments and take such further actions as are reasonably practicable for Purchaser to assume the rights and obligations under such Contract. (c) The obligations of Sellers pursuant to this Section 8.5 shall be subject to any orders entered, or approvals or authorizations granted or required, by or under the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases), and each of Seller obligations as a debtor-in-possession to comply with any order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order) and Sellers duty to seek and obtain the highest or otherwise best price for the Business as required by the Bankruptcy Code. (d) Subject to Section 8.5(e), as soon as reasonably practicable (and, in any event, within five (5) Business Days) following entry of the Bidding Procedures Order, Sellers, on the one hand, and Purchaser, on the other hand, shall each prepare and file, or cause to be prepared and filed, any notifications required to be filed under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and request early termination of the waiting period under the HSR Act. Purchaser, on the one hand, and Sellers, on the other hand, shall promptly respond to any requests for additional information or documentary materials in connection with such filings and shall take all other actions necessary to cause the waiting periods under the HSR Act to terminate or expire at the earliest practicable date after the date of filing. Purchaser shall be responsible for payment of the applicable filing fee under the HSR Act, and each Party shall be responsible for payment of its own respective costs and expenses (including attorneys fees and other legal fees and expenses) associated with the preparation of its portion of any antitrust filings. 33

45 (e) Sellers, on the one hand, and Purchaser, on the other hand, (i) shall promptly inform each other of any communication from any Governmental Body concerning this Agreement, the transactions contemplated hereby, and any filing, notification or request for approval and (ii) shall permit the other to review in advance, with a reasonable opportunity for comment thereon, any proposed written or material oral communication or information submitted to any such Governmental Body in response thereto. In addition, none of the Parties shall agree to participate in any meeting with any Governmental Body in respect of any filings, investigation or other inquiry with respect to this Agreement or the transactions contemplated hereby, unless such Party consults with the other Parties in advance and, unless prohibited by any such Governmental Body, gives the other Parties the opportunity to attend and participate thereat, in each case, to the maximum extent practicable. Subject to restrictions under any Law, each of Purchaser, on the one hand, and Sellers, on the other hand, shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and the Governmental Body or members of its staff on the other hand, with respect to this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements or to the attorney-client privilege or work product doctrine or which refer to valuation of the Business) or any such filing, notification or request for approval. Each Party shall also furnish the other Party with such necessary information and assistance as such other Party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registration or submissions of information to the Governmental Body in connection with this Agreement, the transactions contemplated hereby and any such filing, notification or request for approval. 8.6 Further Assurances. Each Party shall execute and cause to be delivered to each other Party such instruments and other documents, and shall take such other actions, as such other Party may reasonably request (prior to, at or after the Closing) for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement. After the Closing, each Seller shall promptly transfer or deliver to Purchaser cash, checks (which shall be properly endorsed) or other property that such Seller may receive in respect of any deposit, prepaid expense, receivable or other item that constitutes part of the Purchased Assets or relates to the Assumed Liabilities. 8.7 Notification of Certain Matters. Sellers shall give prompt notice to Purchaser, and Purchaser shall give prompt notice to Sellers, of (a) any notice or other communication from any Person alleging that the consent of such Person, which is or may be required in connection with the transactions contemplated by this Agreement or the Ancillary Documents, is not likely to be obtained prior to Closing, (b) any written objection or proceeding that challenges the transactions contemplated hereby or the entry of the approval of the Bankruptcy Court and (c) the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Purchaser or by any of their respective Affiliates (as the case may be), from any third party and/or any Governmental Body with respect to the transactions contemplated by this Agreement. 8.8 Confidentiality. (a) Purchaser acknowledges that the confidential information provided to them in connection with this Agreement, including under Section 8.2, and the consummation of the transactions contemplated hereby, is subject to Section 9.17 Confidentiality of the Credit Agreement. (b) Following the completion of the Auction, Sellers agree to maintain, unless disclosure is required by applicable Law, the confidentiality of any confidential information regarding the Business which is in Sellers possession or of which Sellers are aware. Sellers hereby further agree, unless disclosure is required by applicable Law, to take all commercially reasonable steps to safeguard such confidential information and to protect it against disclosure, misuse, loss and theft. In furtherance and not in limitation of the foregoing, Sellers shall not, unless required by applicable Law, disclose to any 34

46 Person (a) any confidential information regarding the Business, provided that confidential information shall not include information that becomes generally available to the public other than as a result of the breach of this Section 8.8(b) or information not otherwise known by Sellers that becomes available to any Seller from a Person other than Purchaser not subject to an obligation of confidentiality to Purchaser or the Business, or (b) any of the discussions or negotiations conducted with Purchaser in connection with this Agreement, provided that Sellers shall be entitled to disclose (i) any information required to be disclosed by Sellers to the Bankruptcy Court, the United States Trustee, parties in interest in the Bankruptcy Cases, or other Persons bidding on assets of Sellers, (ii) any information required to be disclosed by Sellers pursuant to any applicable Law (including, without limitation, the Bankruptcy Code), legal proceeding or Governmental Body, or (iii) any information to Sellers counsel and financial advisor on a need-to-know basis; provided that, in each case, such disclosure shall be limited to the information that is so required to be disclosed and the Person(s) to whom such disclosure is required. Notwithstanding anything in this Section 8.8 to the contrary, unless disclosure is required by applicable Law, the confidentiality of any trade secrets of the Business shall be maintained for so long as such trade secrets continue to be entitled to protection as trade secrets of the Business. 8.9 Preservation of Records. Sellers (or any subsequently appointed bankruptcy estate representative, including, but not limited to, a trustee, a creditor trustee or a plan administrator) and Purchaser agree that each of them shall preserve and keep the books and records held by it relating to the pre-closing Business for a period of commencing on the Agreement Date and ending at such date on which an orderly wind-down of Sellers operations has occurred in the reasonable judgment of Purchaser and Sellers and shall make such books and records available to the other Parties (and permit such other Party to make extracts and copies of such books and records at its own expense) as may be reasonably required by such Party in connection with, among other things, any insurance claims by, legal proceedings or Tax audits against or governmental investigations of Sellers or Purchaser or in order to enable Sellers or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby; provided that Sellers shall not be required to make available to Purchaser any Consolidated Tax Return. In the event that Sellers, on the one hand, or Purchaser, on the other hand, wish to destroy such records during such three (3) month period, such Party shall first give twenty (20) days prior written notice to the other and such other Party shall have the right at its option and expense, upon prior written notice given to such Party within that twenty (20) day period, to take possession of the records within thirty (30) days after the date of such notice Publicity. Neither Sellers nor Purchaser shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party hereto, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of Purchaser or Seller, disclosure is otherwise required by applicable Law or by the Bankruptcy Court with respect to filings to be made with the Bankruptcy Court in connection with this Agreement or by the applicable rules of any stock exchange on which Purchaser lists securities; provided that the party intending to make such release shall use its best efforts consistent with such applicable Law or Bankruptcy Court requirement to consult with the other party with respect to the text thereof Material Adverse Effect. Sellers shall promptly inform Purchaser in writing of the occurrence of any event that has had, or is reasonably expected to have, a Material Adverse Effect or otherwise cause the failure of any of Purchaser s conditions to Closing set forth in Article IX. 35

47 8.12 Casualty Loss. Notwithstanding any provision of this Agreement to the contrary, if, before the Closing, all or any portion of the Purchased Assets is (a) condemned or taken by eminent domain, or (b) is damaged or destroyed by fire, flood or other casualty, Sellers shall promptly notify Purchaser promptly in writing of such fact, (i) in the case of condemnation or taking, Sellers shall promptly assign or pay, as the case may be, any proceeds thereof to Purchaser at the Closing, and (ii) in the case of fire, flood or other casualty, Sellers shall promptly assign the insurance proceeds therefrom to Purchaser at Closing. Notwithstanding the foregoing, the provisions of this Section 8.12 shall not in any way modify Purchaser s other rights under this Agreement, including any applicable right to terminate the Agreement if any condemnation, taking, damage or other destruction resulted in a Material Adverse Effect or otherwise cause the failure of any of Purchaser s conditions to Closing set forth in Article IX No Successor Liability. The Parties intend that, to the fullest extent permitted by Law (including under Section 363 of the Bankruptcy Code), upon the Closing, Purchaser shall not be deemed to: (i) be the successor of Sellers, (ii) have, de facto, or otherwise, merged with or into Sellers, (iii) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers or (iv) be liable for any acts or omissions of Sellers in the conduct of the Business or arising under or related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties intend that Purchaser shall not be liable for any Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) against Sellers or any of Sellers predecessors or Affiliates, and Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Assets or any Liabilities of Sellers arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 shall be reflected in the Sale Order Change of Name. Promptly following the Closing, each Seller shall, and shall cause its direct and indirect Subsidiaries to, discontinue the use of its current name (and any other trade names or d/b/a names currently utilized by each Seller or its direct or indirect Subsidiaries) and shall not subsequently change its name to or otherwise use or employ any name which includes the words Appvion and the other names listed on Schedule 8.14 hereto without the prior written consent of Purchaser, and each Seller shall cause the names of Sellers in the caption of the Bankruptcy Cases to be changed to the new names of each Seller as provided in the last sentence of this Section 8.14; provided, however, that Sellers and their Subsidiaries may continue to use their current names (and any other names or DBA s currently utilized by such Seller or Subsidiary) included on any business cards, stationery and other similar materials following the Closing for a period of up to one hundred and eighty (180) days solely for purposes of winding down the affairs of each Seller; provided that when utilizing such materials, other than in incidental respects, Seller and each of its direct and indirect Subsidiaries shall use commercially reasonable efforts to indicate its new name and reference its current name (and any other trade names or d/b/a names currently utilized by each) Notice of Changes. (a) Each Party shall promptly advise the other in writing of any matter hereafter arising or events or conditions arising during the Pre-Closing Period, which, if existing or known at the Agreement Date and not set forth on the Schedules, would have constituted a breach of or inaccuracy in a representation made by such Party (such information and additional schedules collectively being called the Updating Information ). (b) Notwithstanding anything to the contrary contained herein, Purchaser shall be entitled to remove and leave behind with Seller, in its sole discretion, any asset of the Business that would constitute a Purchased Asset (and associated liabilities therewith) so long as no reduction in Purchase Price is made as a result of such removal. Purchaser shall deliver notice to Sellers of any such removal promptly after making such determination, but in any event, at least two (2) Business Days prior to Closing Date. In addition, Purchaser and Sellers shall have the right to modify the Schedules attached hereto to their mutual satisfaction until the date of the Auction or such later date as provided in this Agreement or to which the parties may otherwise agree. 36

48 ARTICLE IX. CONDITIONS TO CLOSING 9.1 Conditions Precedent to the Obligations of Purchaser and Sellers. The respective obligations of each Party to this Agreement to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by Law, written waiver by each Seller and Purchaser) on or prior to the Closing Date, of each of the following conditions: (a) there shall not be in effect any order, writ, injunction, judgment or decree entered by a Governmental Body of competent jurisdiction, or any Law preventing, enjoining, restraining, making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; (b) the Bankruptcy Court shall have entered the Bidding Procedures Order, Sale Order (as provided in Article VII) and the Senior Final DIP Order, and such orders shall not have been reversed, modified, amended or stayed; and (c) all waiting periods (including any extension thereof) applicable to the purchase and sale of the Purchased Assets under the HSR Act or under any other applicable antitrust or competition Law shall have expired or been terminated. 9.2 Conditions Precedent to the Obligations of Seller. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Sellers in their sole discretion: (a) the representations and warranties made by Purchaser in this Agreement or in any Ancillary Document shall be true and correct in all material respects (without giving effect to any materiality or similar qualification contained therein), in each case, as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date), except where the failure of such representations or warranties to be so true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser s ability to consummate the transactions contemplated hereby; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; and (c) Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section

49 9.3 Conditions Precedent to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Purchaser, in its sole discretion: (a) Sellers shall have delivered to Purchaser (i) a certified copy of the Sale Order (which shall contain the terms described in Section 7.3) and (ii) copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Sellers (which service shall comply with Section 7.2(d)); (b) the representations and warranties made by Sellers in this Agreement or in any Ancillary Document shall be true and correct in all material respects (provided that any such representation or warranty that is subject to any materiality, Material Adverse Effect or similar qualification shall be true and correct in all respects after giving effect to any such qualification), in each case, as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date); (c) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date; (d) each consent, approval, assignment or waiver of any third party identified on Schedule 9.3(d) shall, in each case, (i) have been obtained and delivered to Purchaser, (ii) be in form and substance reasonably satisfactory to Purchaser, (iii) not be subject to the satisfaction of any condition that has not been satisfied or waived and (iv) be in full force and effect; (e) Sellers shall have delivered, or caused to be delivered, to Purchaser, all of the items set forth in Section 3.2; (f) any Permits necessary for the Company to perform its obligations under this Agreement and to consummate the transactions contemplated herein and necessary to operate the Business shall have been transferred to Purchaser (to the extent transferrable) or obtained on behalf of Purchaser; (g) all consents, approvals and actions of, and filings with any Governmental Body necessary to permit the Company to perform their obligations under this Agreement and to consummate the transactions contemplated herein shall have been duly obtained, made or given; (h) the Company CBAs shall have been modified, amended or supplemented in form and substance satisfactory to Purchaser, in its sole discretion; provided, however, that Purchaser shall not be permitted to terminate this Agreement pursuant to Section 3.4 as a result of failure to modified, amended or supplemented the Company CBAs in form and substance satisfactory to Purchaser, in its sole discretion; (i) Sellers shall have complied with the sale process set forth in the Bidding Procedures Order; and (j) since the Agreement Date, there shall not have been a Material Adverse Effect. 38

50 ARTICLE X. ADDITIONAL DEFINITIONS 10.1 Definitions. As used herein: 401(k) Plans means the employer match and the employee contribution for retirement savings plan sponsored by the Seller. Accounts Receivable shall have the meaning set forth in Section 1.1(c). Acquired Avoidance Actions shall have the meaning set forth in Section 1.1(z). Acquired Buildings shall have the meaning set forth in Section 1.1(f). Acquired Owned Real Property shall have the meaning set forth in Section 1.1(e). Acquired Subsidiaries shall have the meaning set forth in Section 1.1(a). Action means any action, claim, complaint, grievance, summons, suit, litigation, arbitration, mediation, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination, investigation or other legal dispute, at law or in equity, by or before any Governmental Body. Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term control (including the terms controlled by and under common control with ) means (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise or (b) an officer, director, or any Person that has the power, directly or indirectly, to vote 5% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person. Agreement shall have the meaning set forth in the preamble. Agreement Date shall have the meaning set forth in the preamble. Allocation shall have the meaning set forth in Section Alternative Transaction means (a) the approval by the Bankruptcy Court of a sale or sales of all or any portion of the Purchased Assets to a Person other than Purchaser, or (b) the filing of a plan of reorganization that does not contemplate the sale of the Purchased Assets to Purchaser in accordance with the terms hereof. Ancillary Documents means any certificate, agreement, document or other instrument (other than this Agreement) to be executed and delivered by a Party in connection with the consummation of the transactions contemplated this Agreement. Arbitrating Accountant means (a) a nationally recognized certified public accounting firm jointly selected by Purchaser and the Company that is not then engaged to perform accounting, tax or auditing services for the Company or Purchaser or (b) if the Company and Purchaser are unable to agree on an accountant, then a nationally recognized certified public accounting firm jointly selected by the Company s accounting firm and Purchaser s accounting firm. Assigned Contracts shall have the meaning set forth in Section 1.1(b). 39

51 Assignment and Assumption Agreement shall have the meaning set forth in Section 3.2(b). Assumed Leased Real Property shall have the meaning set forth in Section 1.1(g). Assumed Liabilities shall have the meaning set forth in Section 1.3. Assumed Plans shall have the meaning set forth in Section 6.1(f). Assumption and Assignment of Leases shall have the meaning set forth in Section 3.2(h). Auction has that meaning ascribed to such term by the Bidding Procedures Order. Avoidance Actions shall have the meaning set forth in Section 1.1(z). Back-up Bidder shall have the meaning set forth in Section 7.2(c). Bankruptcy Cases shall have the meaning set forth in the Recitals. Bankruptcy Code shall have the meaning set forth in the Recitals. Bankruptcy Court shall have the meaning set forth in the Recitals. Bankruptcy Rules shall have the meaning set forth in the Recitals. Benefit Plan means (a) all employee benefit plans (including, without limitation, as defined in Section 3(3) of ERISA), including all employee benefit plans which are pension plans (including, without limitation, as defined in Section 3(2) of ERISA) and any other employee benefit arrangements or payroll practices (including severance pay, vacation pay, company awards, salary continuation for disability, sick leave, death benefit, hospitalization, welfare benefit, group or individual health, dental, medical, life, insurance, fringe benefit, deferred compensation, profit sharing, retirement, retiree medical, supplemental retirement, bonus or other incentive compensation, stock purchase, equity-based, stock option, stock appreciation rights, restricted stock and phantom stock arrangements or policies) and (b) all other employment, termination, bonus, severance, change in control, collective bargaining or other similar plans, programs, policies, contracts, or arrangements (whether written or unwritten), in each case, adopted, sponsored by, entered into, maintained, contributed to, or required to be contributed to by any Seller or any ERISA Affiliate for the benefit of any current or former employee, director, officer or independent contractor of any Seller, under or with respect to which any Seller or ERISA Affiliate has any Liability. Bidding Procedures Order means an order substantially in the form attached hereto as Exhibit F and otherwise in form and substance satisfactory to Sellers and Purchaser, each in their sole discretion. Bill of Sale shall have the meaning set forth in Section 3.2(a). Business shall have the meaning set forth in the Section 1.1. Business Day means any day other than a Saturday, Sunday or other day on which banks in New York City, New York are authorized or required by Law to be closed. 40

52 Cash and Cash Equivalents means all of Sellers cash (including petty cash and checks received prior to the close of business on the Closing Date), checking account balances, marketable securities, certificates of deposits, time deposits, bankers acceptances, commercial paper, security entitlements, securities accounts, commodity Contracts, commodity accounts, government securities and any other cash equivalents, whether on hand, in transit, in banks or other financial institutions, or otherwise held (but specifically excluding any cash payable by Purchaser to Sellers pursuant to this Agreement). Chapter 11 Petition shall have the meaning set forth in the Recitals. Claim has the meaning given that term in Section 101(5) of the Bankruptcy Code and includes, inter alia, all rights, claims, causes of action, defenses, debts, demands, damages, offset rights, setoff rights, recoupment right, 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 shall have the meaning set forth in Section 3.1. Closing Date means the date on which the Closing occurs. Code means the United States Internal Revenue Code of 1986, as the same may be amended from time to time. Collective Bargaining Agreement means any Contract with a labor union, works council, labor organization, or any other Person representing or purporting to represent Employees. Company shall have the meaning set forth in the preamble. Competing Bid shall have the meaning set forth in Section 7.2(b). Company CBAs means (i) Collective Bargaining Agreement dated as of April 30, 2015 entered into by and between Appvion, Inc. and United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial Union Local ; (ii) Collective Bargaining Agreement dated as of March 23, 2015 entered into by and between Appvion, Inc. and United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial Union Local ; and (iii) Collective Bargaining Agreement dated as of April 1, 2015 entered into by and between Appvion, Inc. and United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial Union Local 266. Consolidated Tax Return means any Tax Return filed on a consolidated, combined, unitary, aggregate or similar basis with another Person that owns, directly or indirectly, equity interests in Sellers. Contract means any written or oral contract, purchase order, service order, sales order, indenture, note, bond, lease, sublease, license, understanding, instrument or other agreement, arrangement or commitment, whether express or implied. Credit Agreement means that certain credit agreement dated as of June 28, 2013, by and among Appvion, Inc., the guarantors named therein, the lenders and issuing banks party thereto, Jefferies Finance LLC, as administrative agent, Fifth Third Bank, as revolver agent, and KeyBank National Association, as documentation agent, as amended, supplemented, amended and restated or otherwise modified from time to time. 41

53 Credit Bid shall have the meaning set forth in Section 2.1(a). Cure Costs shall have the meaning set forth in Section 1.3(b). Debtors means Appvion, Inc., Paperweight Development Corp., PDC Capital Corporation, Appvion Receivables Funding I LLC, and APVN Holdings LLC. Designated Purchaser shall have the meaning set forth in Section DIP Budget means the pro forma budget delivered to Purchaser specifying Sellers operating budget as debtor-in-possession, in the form attached hereto as Exhibit G with any modifications thereto subject to Purchaser s prior written consent. DIP Credit Agreement means that certain Superpriority Senior Debtor-In-Possession Credit Agreement, dated as of October 2, 2017 (as amended, supplemented or otherwise modified from time to time), among the Borrower, Paperweight Development Corp., Wilmington Trust, National Association, as administrative agent, PJT Partners LP as sole lead arranger, and the Lenders (as defined therein) from time to time parties thereto. DIP Financing Agreements means the DIP Credit Agreement, any amendments to the DIP Credit Agreement, the Security Documents, the Notes, the Fee Letter, the Funding Authorization Letter, the Budget, the Borrowing Base Reports (each as defined in the DIP Credit Agreement), and any other document or certificate executed by any of the Loan Parties (as defined in the DIP Credit Agreement) in connection with any of the foregoing, together with the Original DIP Order. DIP NM Term Loan Obligations shall have the meaning set forth in the DIP Credit Agreement. Documents means all of Sellers written files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, plans, operating records, safety and environmental plans and reports, data, Permits and Permit applications, studies and documents, Tax Returns, ledgers, journals, title policies, customer lists, regulatory filings, operating data and plans, research material, technical documentation (design specifications, engineering information, test results, maintenance schedules, functional requirements, operating instructions, logic manuals, processes, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials, in each case, whether or not in electronic form, relating to the Business. Dollars means the currency of the United States, and all references to monetary amounts herein shall be in Dollars unless otherwise specified herein. Domtar Contract means the Supply Agreement between the Debtors and Domtar Paper Company, LLC, dated February 22, 2012, as amended and modified. Employee means an individual who, as of the applicable date, is employed by any Seller in connection with the Business. Employment Contracts shall have the meaning set forth in Section 6.1(g). 42

54 Encumbrance means any lien (including a lien as defined in Section 101(37) of the Bankruptcy Code), encumbrance, Claim, right, demand, charge, mortgage, deed of trust, lease, option, pledge, security interest or similar interest, title defect, hypothecation, easement, right of way, restrictive covenant, encroachment, right of first refusal, preemptive right, proxy, voting trust or agreement, transfer restriction under any shareholder agreement or similar agreement, judgment, conditional sale or other title retention agreement or other imposition, imperfection or defect of title or restriction on transfer or use of any nature whatsoever. Environmental Law means any Law relating to pollution, the protection of human health and safety (with respect to exposure to Hazardous Materials), the environment, or natural resources or the Release, manufacture, processing, treatment, storage, disposal or handling of, or exposure to, Hazardous Materials. Environmental Liabilities and Obligations means all Liabilities arising from any impairment, impact or damage to the environment, health or safety, or any failure to comply with Environmental Law, including Liabilities related to: (a) the transportation, storage, use, arrangement for disposal or disposal of, or exposure to, Hazardous Materials; (b) the Release of Hazardous Materials, including migration onto or from the Acquired Owned Real Property, the Acquired Buildings, and Assumed Leased Real Property; (c) any other pollution or contamination of the surface, substrata, soil, air, ground water, surface water or marine environments; (d) any other obligations imposed under Environmental Law including pursuant to any applicable Permits issued pursuant to under any Environmental Law; (e) Orders, notices to comply, notices of violation, alleged non-compliance and inspection reports with respect to any Liabilities pursuant to Environmental Law; and (f) all obligations with respect to personal injury, property damage, wrongful death and other damages and losses arising under applicable Environmental Law but only as a result of any of the matters identified in clauses (a)-(e) of this definition. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. ERISA Affiliate means any entity which is a member of (a) a controlled group of corporations (as defined in Section 414 (b) of the Code), (b) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), (c) an affiliated service group (as defined under Section 414(m) of the Code) or (d) any group specified in Treasury Regulations promulgated under Section 414(o) of the Code, any of which includes or included any Seller. Plan. ESOP means the employee stock ownership plan of the Appvion Retirement Savings and Employee Stock Ownership Excluded Assets shall have the meaning set forth in Section 1.2. Excluded Liabilities shall have the meaning set forth in Section 1.4. Expense Reimbursement means the reasonable out-of-pocket fees, costs and expenses of Purchaser incurred in connection with the preparation, negotiation, execution, delivery and performance of this Agreement, subject to a cap of $500,000. Final Order means an order or judgment of the Bankruptcy Court or any other court of competent jurisdiction entered by the Clerk of the Bankruptcy Court or such other court on the docket in Seller Bankruptcy Cases or the docket of such other court, which has not been modified, amended, reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari, or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, reargument or rehearing shall then be pending or (b) if an appeal, writ of certiorari new 43

55 trial, reargument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court or other court of competent jurisdiction shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 of the Federal Rules of Bankruptcy Procedure; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed relating to such order, shall not cause such order not to be a Final Order. Financial Statements shall have the meaning set forth in Section GAAP means United States generally accepted accounting principles as in effect from time to time. Governmental Body means any government, quasi-governmental entity, or other governmental or regulatory body, agency or political subdivision thereof of any nature, whether national, international, multi-national, supra-national, foreign, federal, state or local, or any agency, branch, department, official, entity, instrumentality or authority thereof, or any court or arbitrator (public or private) of applicable jurisdiction. Hazardous Material means any substance, material or waste which is regulated by any Governmental Body, including petroleum and its by-products, asbestos, polychlorinated biphenyls and any material, waste or substance which is defined or identified as a hazardous waste, hazardous substance, hazardous material, restricted hazardous waste, industrial waste, solid waste, contaminant, pollutant, toxic waste or toxic substance or otherwise regulated under or subject to any provision of Environmental Law. HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder. Indebtedness of any Person means, without duplication, (a) the interest in respect of, principal of and premium (if any) in respect of (x) indebtedness of such Person for money borrowed and (y) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (b) all obligations of such Person with respect to any Contracts relating to the deferred and unpaid purchase price of property or services, including any interest accrued thereon and prepayment or similar penalties and expenses; (c) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker s acceptance or similar credit transaction; (e) all obligations of the type referred to in clauses (a) through (d) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (f) all obligations of the type referred to in clauses (a) through (e) of other Persons secured by any Encumbrance (other than Permitted Encumbrances), on any property or asset of such Person (whether or not such obligation is assumed by such Person). Initial Allocation shall have the meaning set forth in Section Intellectual Property means all intellectual property and proprietary rights of any kind, including the following: (a) trademarks, service marks, trade names, slogans, logos, designs, symbols, trade dress, internet domain names, uniform resource identifiers, rights in design, brand names, any 44

56 fictitious names, d/b/a s or similar filings related thereto, or any variant of any of them, and other similar designations of source or origin, together with all goodwill, registrations and applications related to the foregoing; (b) copyrights and copyrightable subject matter (including any registration and applications for any of the foregoing); (c) trade secrets and other confidential or proprietary business information (including manufacturing and production processes and techniques, research and development information, technology, intangibles, drawings, specifications, designs, plans, proposals, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, customer and supplier lists and information), know how, proprietary processes, formulae, algorithms, models, industrial property rights, and methodologies; (d) computer software, computer programs, and databases (whether in source code, object code or other form); and (e) all rights to sue for past, present and future infringement, misappropriation, dilution or other violation of any of the foregoing and all remedies at law or equity associated therewith. Inventory means all inventory (including finished goods, supplies, raw materials, work in progress, spare, replacement and component parts) related to the Business maintained or held by, stored by or on behalf of, or in transit to, any Seller. IP Assignment and Assumption Agreement shall have the meaning set forth in Section 3.2(i). IRS shall have the meaning set forth in Section 4.14(c). Key Employee Retention Plan means that certain Non-Executive Key Employee Retention Plan of Appvion, Inc., and certain of its affiliated entities, approved by the Bankruptcy Court on November 15, Key Employees means the employees set forth on Schedule 10.1(a). Knowledge of Seller or Sellers Knowledge means, with respect to any matter, the actual knowledge of Kevin Gilligan, Tami L. Van Straten and Luke Kelly. Law means any federal, state, local, municipal, foreign or international, multinational or other law, treaty, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body. Lease shall have the meaning set forth in Section 4.6(a). Leased Real Property means all of the real property leased, subleased, used or occupied by any Seller, together with all buildings, structures, fixtures and improvements erected thereon, and any and all rights privileges, easements, licenses, hereditaments and other appurtenances relating thereto, and used, or held for use, in connection with the operation of the Business. Liability means, as to any Person, any debt, Claim, liability (including any liability that results from, relates to or arises out of tort or any other product liability claim), duty, responsibility, obligation, commitment, assessment, cost, expense, loss, expenditure, charge, fee, penalty, fine, contribution or premium of any kind or nature whatsoever, whether known or unknown, asserted or unasserted, absolute or contingent, direct or indirect, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and regardless of when sustained, incurred or asserted or when the relevant events occurred or circumstances existed. 45

57 Material Adverse Effect means any circumstance, condition, occurrence, event or change that, individually or in the aggregate, (i) would be reasonably expected to prevent or materially delay or impair the ability of any Seller to consummate the transactions contemplated by this Agreement; or (ii) has or would be reasonably expected to have a material adverse effect on the assets, Liabilities, Business, properties, condition (financial or otherwise) or results of operations of Sellers, taken as a whole, provided, however, that in no event shall any circumstance, condition, occurrence, event or change arising out of any of the following, alone or in combination, be deemed to constitute, or be taken into account, in determining whether there has been, or would be, a Material Adverse Effect: (a) changes in the economy, market, financial or capital markets or regulatory or political conditions in general but that do not have a disproportionate effect on Sellers relative to other participants in the industry in which Sellers conduct the Business, (b) terrorism, war or the outbreak of hostilities or natural disasters, (c) changes that affect generally the industry in which Sellers operate but that do not have a disproportionate effect on Sellers relative to other participants in the industry in which Sellers conduct the Business, (d) changes after the Agreement Date in any applicable Law or GAAP, (e) the commencement of the Bankruptcy Cases or (f) any failure by Sellers to meet any internal or published (by Sellers or otherwise) forecast or earnings projections. Material Contract has the meaning set forth in Section Objection Notice shall have the meaning set forth in Section Order means any award, writ, injunction, judgment, order, ruling, decision, subpoena, mandate, precept, command, directive, consent, approval, award, decree or similar determination or finding entered, issued, made or rendered by any Governmental Body. Ordinary Course of Business means the ordinary and usual course of normal day to day operations of the Business consistent with past practice. Organizational Documents means, with respect to a particular entity Person, (a) if a corporation, the articles or certificate of incorporation and bylaws, (b) if a general partnership, the partnership agreement and any statement of partnership, (c) if a limited partnership, the limited partnership agreement and certificate of limited partnership, (d) if a limited liability company, the articles or certificate of organization or formation and any limited liability company or operating agreement, (e) if another type of Person, all other charter and similar documents adopted or filed in connection with the creation, formation or organization of the Person, and (f) all amendments or supplements to any of the foregoing. Original DIP Order means the order entered by the Bankruptcy Court on October 31, 2017 [D.I. 234], which, among other things, approves the DIP Financing Agreements on a final basis, in form and substance satisfactory to Purchaser. Outside Back-up Date shall have the meaning set forth in Section 7.2(c). Outside Date shall have the meaning set forth in Section 3.4(b). Overbid Protection shall have the meaning set forth in Section 7.1. Owned Buildings means buildings owned by Sellers which are subject to a ground lease between Sellers and the owner of the fee title to the demised premises. Owned Real Property shall have the meaning set forth in Section 4.6(b). 46

58 Party shall have the meaning set forth in the preamble. Pension Plan shall have the meaning set forth in Section 4.14(e). Permits means to the fullest extent permitted under applicable law, all notifications, licenses, permits (including environmental, construction and operation permits), franchises, certificates, approvals, consents, waivers, clearances, exemptions, classifications, registrations, variances, orders, tariffs, rate schedules and other similar documents and authorizations issued by any Governmental Body. Permitted Encumbrances means (a) Encumbrances for current Taxes not yet due and payable or being contested in good faith and for which adequate reserves have been established in accordance with GAAP, (b) easements, rights of way, restrictive covenants, encroachments and similar non-monetary encumbrances or non-monetary impediments against any of the Purchased Assets which do not, individually or in the aggregate, adversely affect the operation of the Business and, in the case of the Owned Real Property and Leased Real Property, which do not, individually or in the aggregate, adversely affect the use or occupancy of such Owned Real Property or Leased Real Property as it relates to the operation of the Business or materially detract from the value of the Owned Real Property or Leased Real Property, (c) applicable zoning Laws, building codes, land use restrictions and other similar restrictions imposed by Law, (d) materialmans, mechanics, artisans, shippers, warehousemans or other similar common law or statutory liens incurred in the Ordinary Course of Business, (e) licenses granted in the Ordinary Course of Business on a non-exclusive basis and (f) such other Encumbrances or title exceptions as Purchaser may approve in writing in its sole discretion. Person means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, labor union, estate, Governmental Body or other entity or group. Personal Property Leases shall have the meaning set forth in Section 4.7. Petition Date means the date on which Sellers commenced the Bankruptcy Cases. Post-Closing Plans shall have the meaning set forth in Section 6.1(b). Pre-Closing Period means the period commencing on the Agreement Date and ending on the earlier of the date upon which this Agreement is validly terminated pursuant to Section 3.4 or the Closing Date. Pre-Closing Tax Period means any taxable period (or portion thereof) ending on or before the Closing Date. Prevailing Bidder shall have the meaning set forth in Section 7.2(c). Previously Omitted Contract shall have the meaning set forth in Section 1.6(b)(i). Previously Omitted Contract Designation shall have the meaning set forth in Section 1.6(b)(i). Previously Omitted Contract Notice shall have the meaning set forth in Section 1.6(b)(ii). Purchase Price shall have the meaning set forth in Section 2.1(a). 47

59 Purchased Assets shall have the meaning set forth in Section 1.1. Purchased Intellectual Property shall have the meaning set forth in Section 4.8. Purchaser shall have the meaning set forth in the preamble. QIP means the Company s Quarterly Incentive Plan approved by the Bankruptcy Court on January 19, 2018 and February 16, Rejected Contracts shall have the meaning set forth in Section 1.6(a)(i). Release means any actual or threatened release, spill, emission, leaking, pumping, pouring, emptying, dumping, injection, deposit, disposal, discharge, dispersal or leaching into the indoor or outdoor environment, or including migration to or from a property, including but not limited to any Owned Real Property or Leased Real Property. Remedial Action means all actions to (a) investigate, clean up, remove, treat or in any other way address any Hazardous Material; (b) prevent the Release of any Hazardous Material; (c) perform pre-remedial studies and investigations or post-remedial monitoring and care; or (d) to correct or abate a condition of noncompliance with Environmental Laws. Representatives shall have the meaning set forth in Section 8.2. Sale and Bidding Procedures Motion shall have the meaning set forth in Section 7.2(a). Sale Hearing means the hearing to approve this Agreement and seeking entry of the Sale Order. Sale Motion means the motion or motions of Seller, in form and substance acceptable to Purchaser, seeking approval and entry of the Bidding Procedures Order and Sale Order, attached hereto as Exhibit H and otherwise in form and substance satisfactory to Purchaser. Sale Order means an order of the Bankruptcy Court approving and authorizing the sale of the Purchased Assets to Purchaser on the terms set forth herein and otherwise in form and substance satisfactory to Purchaser, in its sole discretion. Sellers shall have the meaning set forth in the preamble. Seller Benefit Plans shall have the meaning set forth in Section 6.1(b). Senior DIP Facility means that the agreement among the Borrower, Paperweight Development Corp., Wilmington Trust, National Association, as administrative agent, PJT Partners LP as sole lead arranger, and the Lenders (as defined therein) from time to time parties thereto for new debtor-in-possession financing, as set forth in the Senior DIP Motion. Senior DIP Motion means that motion filed by the Debtors on March 5, 2018 [D.I. 520], seeking approval of the Senior DIP Facility. Senior DIP NM Term Loan Obligations shall have the meaning set forth in the Senior DIP Facility. 48

60 Senior Final DIP Order means a final order entered by the Bankruptcy Court, which, among other things, approves the Senior DIP Facility on a final basis, in form and substance satisfactory to Purchaser. Straddle Payroll shall have the meaning set forth in Section 1.3(g). Straddle Period shall have the meaning set forth in Section 11.1(b). Subsidiary or Subsidiaries means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests, or (iii) the capital or profit interests, in the case of a partnership; or (b) otherwise has the power to vote or to direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body. Tax and Taxes mean any federal, state, provincial, local, foreign or other income, gross receipts, sales, value added, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, capital, production, recapture, net worth, surplus, customs, duties, levies, surtaxes or other taxes, fees, assessments, reassessments or charges of any kind whatsoever, together with any interest, additions, installments or penalties with respect thereto and any interest in respect of such additions or penalties, in each case, imposed by a Governmental Body. Tax Proceeding means any action, suit, investigation, audit, claim, litigation, arbitration, mediation, alternative dispute resolution procedure, hearing, inquiry, examination, or other action or proceeding with respect to Taxes. Tax Return means any return, report, information return, declaration, claim for refund or other document (including any schedule or related or supporting information) supplied or required to be supplied to any Governmental Body with respect to Taxes, including amendments thereto. Transferred Employee shall have the meaning set forth in Section 6.1(a). Transition Services Agreement shall have the meaning set forth in Section 3.2(q). Treasury Regulations means the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary form), as the same may be amended from time to time. Updating Information shall have the meaning set forth in Section 8.15(a). WARN Act means the United States Worker Adjustment and Retraining Notification Act, and the rules and regulations promulgated thereunder. Wind Down Budget means the wind down budget, substantially in the form attached hereto as Exhibit I and otherwise in form and substance satisfactory to Purchaser. Notwithstanding anything to the contrary in this Agreement (including the Wind Down Budget), to the extent that the actual amount paid is less than the estimated amount included in the Wind Down Budget for any (a) Claims asserted pursuant to Section 503(b)(9) of the Bankruptcy Code, (b) Taxes or (c) fees and expenses of professionals engaged by Sellers, in each case, due to settlement or otherwise, the Wind Down Budget shall be deemed to have been adjusted downwards accordingly based on such actual amount. 49

61 ARTICLE XI. TAXES 11.1 Certain Taxes. (a) Sellers and Purchaser shall each be required to pay fifty percent (50%) of any sales, use, purchase, transfer, franchise, deed, fixed asset, stamp, documentary, use or other Taxes and recording charges which may be payable by reason of the sale of the Purchased Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated hereby, and that are not exempt under Section 1146(a) of the Bankruptcy Code, including any expenses described in the immediately succeeding sentence. Purchaser shall, at its initial expense (but subject to repayment by Sellers in accordance with this Section 11.1), timely file any Tax Return or other document required to be filed with respect to such Taxes, and Sellers shall join in the execution of any such Tax Return if required by Law. Each Party agrees to cooperate in good faith to lawfully mitigate the Taxes described in this Section 11.1(a), including by providing any applicable forms or claims for exemption which such Party is legally able to provide. (b) In the case of any taxable period that begins before, and ends after, the Closing Date (a Straddle Period ), (i) Taxes imposed on the Purchased Assets that are based upon or related to income or receipts or imposed on a transactional basis (including all related items of income, gain, deduction or credit) will be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date, and (ii) any real property, personal property, ad valorem and similar Taxes allocable to the portion of such Straddle Period ending with the end of the day on the Closing Date shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that is in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, in each of (i) and (ii) such amounts shall be the responsibility of Sellers (and, for the avoidance of doubt, such amounts shall be an Excluded Liability for purposes of Section 1.4(d) (ii)). (c) Purchaser shall prepare and file (or cause to be prepared and filed) (i) all Tax Returns in respect of the Taxes described in Section 11.1(a); and (ii) all Tax Returns in respect of the Purchased Assets required to be filed after the Closing Date. Except with respect to Taxes described in Section 11.1(a), all such Tax Returns shall be prepared by Purchaser in manner consistent with the Company s past practice, unless otherwise required by applicable Law. Prior to filing any such Tax Returns, Purchaser shall provide a draft thereof to Sellers for Sellers review, comment and approval (such approval not to be unreasonably withheld or delayed) at least fifteen (15) days before the due date of such Tax Returns, unless otherwise required by applicable Law. Purchaser shall consider in good faith any comments provided by Sellers to such Tax Returns, and Purchaser, in its sole discretion, may make any revisions to such Tax Returns as are reasonably requested by Sellers. To the extent any Taxes reflected on any such Tax Return are an Excluded Liability, Sellers shall pay to Purchaser the amount of such liability within five (5) days of receiving notice from Purchaser that such Tax Return has been filed or that Purchaser has paid such liability, except to the extent such Taxes were paid by Sellers to the applicable Governmental Body prior to the filing of such Tax Return. 50

62 11.2 Allocation of Purchase Price. As soon as reasonably practicable and in no event later than sixty (60) days after the Closing Date, Purchaser shall provide the Company with an allocation of the purchase price for federal income tax purposes, including any liabilities properly included therein among the Purchased Assets and the agreements provided for herein, for federal, state and local income tax purposes (the Initial Allocation ). Within thirty (30) days of the receipt of the Initial Allocation, the Company shall deliver a written notice (the Objection Notice ) to Purchaser, setting forth in reasonable detail those items in the Initial Allocation that the Company disputes. The Company may make reasonable inquiries of Purchaser and its accountants and employees relating to the Initial Allocation, and Purchaser shall use reasonable efforts to cause any such accountants and employees to cooperate with, and provide such requested information to, the Company in a timely manner. If prior to the conclusion of such thirty (30)-day period, Sellers notify Purchaser in writing that it will not provide any Objection Notice or if Sellers do not deliver an Objection Notice within such thirty (30)-day period, then Purchaser s proposed Initial Allocation shall be deemed final, conclusive and binding upon each of the parties hereto. Within thirty (30) days of the Company s delivery of the Objection Notice, the Company and Purchaser shall attempt to resolve in good faith any disputed items and failing such resolution, the unresolved disputed items shall be referred for final binding resolution to an Arbitrating Accountant. The fees and expenses of the Arbitrating Accountant shall be paid 50% by Purchaser and 50% by the Company. Such determination by the Arbitrating Accountant shall be (i) in writing, (ii) furnished to Purchaser and the Company as soon as practicable (and in no event later than thirty (30) days after the items in dispute have been referred to the Arbitrating Accountant), (iii) made in accordance with the principles set forth in this Section 11.2, and (iv) non-appealable and incontestable by Purchaser and the Company. As used herein, the Allocation means the allocation of the Purchase Price, the Assumed Liabilities and other related items among the Purchased Assets and the agreements provided for herein as finally agreed between Purchaser and the Company or ultimately determined by the Arbitrating Accountant, as applicable, in accordance with this Section The Allocation shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Purchaser and Sellers shall each report the federal, state and local income and other Tax consequences of the transactions contemplated hereby in a manner consistent with the Allocation, including, if applicable, the preparation and filing of Forms 8594 under Section 1060 of the Code (or any successor form or successor provision of any future Tax Law) with their respective federal income Tax Returns for the taxable year which includes the Closing Date, and neither will take any position inconsistent with the Allocation unless otherwise required under applicable Law. Sellers shall provide Purchaser and Purchaser shall provide Sellers with a copy of any information required to be furnished to the Secretary of the Treasury under Code Section Cooperation on Tax Matters. Purchaser and Sellers agree to provide each other with such information and assistance as is reasonably necessary and is reasonably requested by the other party, including access to records, Tax Returns and personnel, for the preparation and filing of any Tax Returns or for the defense of any Tax claim or assessment, whether in connection with a Tax Proceeding or otherwise; provided that Sellers shall not be required to make available any Consolidated Tax Return. ARTICLE XII. MISCELLANEOUS 12.1 Payment of Expenses. Except as otherwise provided in this Agreement (including, but not limited to Section 3.5 and Section 7.1) and whether or not the transactions contemplated hereby are consummated, Sellers and Purchaser shall bear their own expenses incurred or to be incurred in connection with the negotiation and execution of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby Survival of Representations and Warranties; Survival of Confidentiality. The Parties agree that the representations and warranties contained in this Agreement shall expire upon the Closing Date. The Parties agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive in accordance with the terms of the particular covenant or until fully performed. 51

63 12.3 Entire Agreement; Amendments and Waivers. This Agreement, together with the Ancillary Documents, represents the entire understanding and agreement between the Parties with respect to the subject matter hereof. This Agreement may be amended, supplemented or changed, and any provision hereof may be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought; provided that, notwithstanding the foregoing, the Schedules hereto may be amended in accordance with Section 1.6. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, condition, covenant or agreement contained herein. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by applicable Law Execution of Agreement; Counterparts; Electronic Signatures. (a) This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Parties; it being understood that all Parties need not sign the same counterparts. (b) The exchange of copies of this Agreement and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in portable document format (.pdf ) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means, shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile shall be deemed to be their original signatures for all purposes Governing Law. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL BANKRUPTCY LAW, TO THE EXTENT APPLICABLE, AND WHERE STATE LAW IS IMPLICATED, THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF (EXCEPT FOR ANY LAWS OF THAT STATE WHICH WOULD RENDER SUCH CHOICE OF LAWS INEFFECTIVE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE Jurisdiction, Waiver of Jury Trial. (a) THE BANKRUPTCY COURT WILL HAVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN OR AMONG THE PARTIES, WHETHER AT LAW OR IN EQUITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT IF THE BANKRUPTCY COURT IS UNWILLING OR UNABLE TO HEAR ANY SUCH DISPUTE, THE COURTS OF THE STATE OF 52

64 DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN DELAWARE WILL HAVE SOLE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN OR AMONG THE PARTIES, WHETHER AT LAW OR IN EQUITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED HEREBY. (b) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY Notices. Unless otherwise set forth herein, any notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a Party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid), or (b) sent by , in each case, if sent during the normal business hours of the recipient, with confirmation of transmission by the transmitting equipment confirmed with a copy delivered as provided in clause (a), in the case of each of clauses (a) and (b), to the following addresses or addresses and marked to the attention of the person (by name or title) designated below (or to such other address, address or person as a Party may designate by notice to the other Parties): If to Seller, to: Appvion, Inc. 825 E, Wisconsin Avenue Appleton, Wisconsin Attention: Tami VanStraten, General Counsel address: TVanStraten@appvion.com With a copy (which shall not constitute effective notice) to: DLA Piper LLP (US) 444 West Lake Street, Suite 900 Chicago, Illinois Attention: Richard Chesley and Neal Aizenstein address: Richard.Chesley@dlapiper.com; Neal.Aizenstein@dlapiper.com If to Purchaser, to: Appvion Holding Corp. c/o SierraConstellation Partners LLC 400 S. Hope St. Suite 1050 Los Angeles, CA Attention: Lawrence Perkins address: lperkins@scpllc.com With a copy (which shall not constitute effective notice) to: Franklin Templeton Investments One Franklin Parkway San Mateo, CA Attention: Christopher Chen address: chris.chen@franklintempleton.com 53

65 and O Melveny & Myers LLP Times Square Tower 7 Times Square New York, New York Attention: David Johnson and Daniel Shamah address: djohnson@omm.com; dshamah@omm.com 12.8 Binding Effect; Assignment. This Agreement shall be binding upon Purchaser and, subject to entry of the Bidding Procedures Order (with respect to the matters covered thereby) and the Sale Order, Seller, and inure to the benefit of the Parties and their respective successors and permitted assigns, including any trustee or estate representative appointed in the Bankruptcy Cases or any successor Chapter 7 case. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by Sellers or Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties and any attempted assignment without such required consents shall be void, except for designations by Purchaser to a Designated Purchaser (as defined below) in accordance with the immediately following paragraph. In connection with the Closing, notwithstanding anything to the contrary contained herein, at any time prior to the Closing, Purchaser shall be entitled to designate, by written notice to Sellers, one or more Persons to (i) purchase the Purchased Assets (including specified Assigned Contracts) and pay the corresponding Purchase Price amount and Cure Costs, as applicable and/or (ii) assume the Assumed Liabilities (any such Person that shall be designated in accordance with this clause, a Designated Purchaser ). In addition, in accordance with Section 6.1, a Designated Purchaser shall be entitled to employ the Transferred Employees on and after the Closing Date and to perform any other covenants or agreements of Purchaser under this Agreement. Notwithstanding the foregoing, Purchaser shall not be released from any of its obligations under this Agreement by reason of this assignment Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction and in lieu of such invalid, illegal or unenforceable provision or portion of any provision, there will be added automatically as a part of this Agreement a valid legal and enforceable provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible Bulk Sales Laws. Each Party hereby waives compliance by the Parties with the bulk sales, bulk transfers or similar Laws and all other similar Laws in all applicable jurisdictions in respect of the transactions contemplated by this Agreement or any Ancillary Document Access and Right to Use. Purchaser shall, upon reasonable advance notice, afford to Sellers officers, independent public accountants, attorneys, consultants and other representatives, reasonable access during normal business hours to the Purchased Assets and all records pertaining to the Purchased Assets on the terms and conditions set forth in the Transition Services Agreement, solely for the purpose of enabling Sellers to conduct an orderly wind-down of Sellers operations. Notwithstanding anything to the contrary herein or in the Transition Services Agreement, no access shall be permitted hereunder to the extent that it would require disclosure of information subject to attorney-client or other privilege. Sellers expressly acknowledge that nothing in this Section is intended to give rise to any contingency to Sellers obligations to proceed with the transactions contemplated herein. 54

66 12.12 Certain Interpretive Matters. (a) The information contained in the Schedules is disclosed solely for the purposes of this Agreement and may include items or information not required to be disclosed under this Agreement, and no information contained in any Schedule shall be deemed to be an admission by any party hereto to any third Person of any matter whatsoever, including an admission of any violation of any Laws or breach of any agreement. No information contained in any Schedule shall be deemed to be material (whether individually or in the aggregate) to the business, assets, liabilities, financial position, operations, or results of operations of Sellers nor shall it be deemed to give rise to circumstances which may result in a Material Adverse Effect solely by reason of it being disclosed. Information contained in a Section, subsection or individual Schedule (or expressly incorporated therein) shall qualify the representations and warranties made in the identically numbered Section or, if applicable, subsection of this Agreement and all other representations and warranties made in any other Section, subsection or Schedule to the extent its applicability to such Section, subsection or Schedule is reasonably apparent on its face. References to agreements in the Schedules are not intended to be a full description of such agreements, and all such disclosed agreements should be read in their entirety, and nothing disclosed in any Schedule is intended to broaden any representation or warranty contained in Article IV or Article V. (b) Where specific language is used to clarify by example a general statement contained herein (such as by using the word including ), such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The words include and including, and other words of similar import when used herein shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the words without limitation. The word if and other words of similar import when used herein shall be deemed in each case to be followed by the phrase and only if. The words herein, hereto, and hereby and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Article, Section or other subdivision of this Agreement. The term or shall be deemed to mean and/or. Any reference to any particular Code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to a Governmental Body shall be deemed to include reference to any successor thereto. References in Article IV or Article V to documents or other materials provided or made available to Purchaser or similar phrases mean that such documents or other materials were present (and available for viewing by Purchaser and its Representatives) in the online data room hosted at on behalf of Sellers for purposes of the transactions contemplated by this Agreement at least three (3) Business Days prior to the Agreement Date. [Remainder of page intentionally left blank] 55

67 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the date first above written. APPVION HOLDING CORP. By: Name: Title: [Signature Page to Asset Purchase Agreement]

68 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the date first above written. APPVION, INC. By: Name: Title: PAPERWEIGHT DEVELOPMENT CORP. By: Name: Title: PDC CAPITAL CORPORATION By: Name: Title: APPVION RECEIVABLES FUNDING I LLC By: Name: Title: APVN HOLDINGS LLC By: Name: Title:. [Signature Page to Asset Purchase Agreement]

69 Exhibit 10.2 Execution Version THIRD AMENDMENT TO SUPERPRIORITY SENIOR DEBTOR-IN-POSSESSION CREDIT AGREEMENT This THIRD AMENDMENT TO SUPERPRIORITY SENIOR DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this Amendment ) is dated as of February 2, 2018 and entered into by and among APPVION, INC., a Delaware corporation (the Borrower ), PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation ( Holdings ), each lender party hereto (collectively, the Lenders and individually, a Lender ), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent (the Administrative Agent ). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the DIP Credit Agreement (as defined below). PRELIMINARY STATEMENTS: WHEREAS, the Borrower, Holdings, the Lenders and Administrative Agent are parties to that certain Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of October 2, 2017 as amended by that certain Amendment to Superpriority Senior Debtor-In-Possession Credit Agreement, dated as of October 18, 2017, and that certain Second Amendment to Superiority Debtor-in-Possession Credit Agreement, dated as of October 31, 2017 (the DIP Credit Agreement ); WHEREAS, the DIP Credit Agreement was approved by the Bankruptcy Court in the Chapter 11 Cases by entry of final order, dated October 31, 2017 (the Final DIP Order ); WHEREAS, the Borrower and Citizens Bank, N.A. (the LC Issuer ) desire to enter into that certain Letter of Credit Facility Agreement in substantially the form attached hereto as Exhibit A (the LC Agreement ), pursuant to which, the LC Issuer shall issue to the Borrower letters of credit in an aggregate amount not to exceed at any time outstanding $5,000,000 (the New Letters of Credit ), pursuant to the terms and conditions therein set forth; WHEREAS, as of the date hereof, the aggregate outstanding face amount of the Existing Letters of Credit (as defined in the DIP Credit Agreement) is approximately $4.6 million; WHEREAS, the Borrower and Holdings intend to use the new letter of credit capacity under the LC Agreement to replace the Existing Letters of Credit and to provide for an additional $400,000 of letter of credit capacity; WHEREAS, the Borrower and Holdings have requested that the Required Lenders amend the DIP Credit Agreement to provide for the cash collateralization and issuance of the New Letters of Credit under the LC Agreement, in each case in accordance with the terms and subject to the conditions herein set forth, and that the Administrative Agent acknowledge such amendment; and

70 WHEREAS, the Administrative Agent and Required Lenders agree to accommodate such requests of the Borrower and Holdings, in each case on the terms and subject to the conditions herein set forth; NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: Section 1. AMENDMENTS TO THE DIP CREDIT AGREEMENT 1.1 Consent to the Letter of Credit Facility and Incurrence of Obligations Subject to the terms and conditions of the Credit Agreement and the other Loan Documents, the parties hereto agree that a portion of the NM Term Loans, not in excess of an amount equal to $5,125,000 (the LC Cash Collateral ), may be made available to secure and cash collateralize the New Letters of Credit; provided that any cash collateralizing of the Existing Letters of Credit shall be reduced on a dollar-for-dollar basis promptly upon the issuance of a New Letter of Credit, and the Borrower hereby reaffirms that any such cash not applied to the LC Cash Collateral is subject to the first priority security interest and lien in favor of the Administrative Agent and constitutes Collateral for all purposes under the Security Documents and the Final Financing Order. The LC Cash Collateral shall be subject to a perfected first priority security interest and lien in favor of the Issuing Lender, provided that upon release by the Issuing Lender or Issuing Lenders in accordance with the LC Agreement (the Release Time ), such LC Cash Collateral shall immediately be deposited in the Borrower s deposit account and shall immediately and automatically without any further action on the part of any Person, be subject to, and Borrower hereby grants to the Administrative Agent for the benefit of the Secured Parties effective at the Release Time, the first priority security interest and lien in favor of the Administrative Agent and the Cash Collateral shall thereupon constitute Collateral for all purposes under the Security Documents and the Final Financing Order. The parties hereto further acknowledge that such additional $400,000 of new letter of credit capacity under the LC Agreement represents an effective increase in the secured obligations of the Borrower. 1.2 Amendment to Section 1: Definitions A. Section 1.01 of the DIP Credit Agreement is hereby amended by adding thereto the following definition, which shall be inserted in proper alphabetical order: New Letters of Credit means the letters of credit in an aggregate amount not to exceed $5,000,000 at any time outstanding, to be issued pursuant to the terms and conditions of that certain Letter of Credit Agreement, dated as of February 2, 2018, by and between Borrower and Citizens Bank, N.A. 1.3 Amendment to Section 7.02: A. Subsection 7.02(g) is hereby amended by deleting subsection 7.02(g) in its entirety and substituting the following therefor: Indebtedness of the Borrower arising from the New Letters of Credit; 2

71 1.4 Amendment to Section 7.03: A. Subsection 7.03(s) is hereby amended by deleting subsection 7.03(s) in its entirety and substituting the following therefor: Liens on cash used to cash collateralize the Existing Letters of Credit and New Letters of Credit; provided that the Existing Letters of Credit permitted hereunder shall be reduced on a dollar-for-dollar basis promptly upon the issuance of a New Letter of Credit; provided, further, that the cash collateral for any New Letter of Credit shall not exceed 102.5% of the aggregate face amount of such New Letter of Credit. Section 2. REPRESENTATIONS AND WARRANTIES In order to induce the Administrative Agent and Lenders to enter into this Amendment and to amend the DIP Credit Agreement in the manner provided herein, the Borrower and Holdings hereby, jointly and severally, represent and warrant to the Administrative Agent and each Lender that the following statements are true, correct and complete: A. Corporate Power and Authority. Each Loan Party has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the DIP Credit Agreement as amended by this Amendment (the Amended Agreement ). B. Authorization of Agreements. The execution and delivery of this Amendment have been duly authorized by all necessary corporate action on the part of the Borrower and Holdings, as the case may be. C. No Conflict. The execution and delivery of this Amendment will not (i) violate any Requirement of Law, the Organization Documents of the Group Members or any order, judgement or decree of any court or other agency of government binding on the Group Members, including the Interim Financing Order, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Group Members, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Group Members (other than the Liens created under any of the Security Documents), or (iv) require any approval or consent of any Person under any Contractual Obligations of the Group Members. D. No Material Adverse Effect. No Requirements of Law or Contractual Obligations applicable to any Group Member could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. E. Governmental Consents. The execution and delivery by the Borrower and Holdings of this Amendment does not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, including the Bankruptcy Court. 3

72 F. Binding Obligation. This Amendment has been duly executed and delivered by the Borrower and Holdings and this Amendment and the Amended Agreement are the legally valid and binding obligations of the Borrower and Holdings, enforceable against the Borrower and Holdings in accordance with their respective terms. G. Incorporation of Representations and Warranties From DIP Credit Agreement. The representations and warranties contained in Article V of the DIP Credit Agreement are and will be true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Section 3. ACKNOWLEDGEMENT AND CONSENT Each Guarantor listed on the signatures pages hereof (each, a Guarantor ) hereby acknowledges and agrees that any of the Guarantee and Collateral Agreements to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Guarantee and Collateral Agreement to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the DIP Credit Agreement or any other Loan Document to consent to the amendments to the DIP Credit Agreement effected pursuant to this Amendment and (ii) nothing in the DIP Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the DIP Credit Agreement. Section 4. MISCELLANEOUS A. Reference to and Effect on the DIP Credit Agreement and the Other Loan Documents. (i) On and after the Amendment Effective Date, each reference in the DIP Credit Agreement to this Agreement, hereunder, hereof, herein or words of like import referring to the DIP Credit Agreement, and each reference in the other Loan Documents to the Credit Agreement, DIP Credit Agreement, thereunder, thereof or words of like import referring to the DIP Credit Agreement shall mean and be a reference to the Amended Agreement. This Amendment is a Loan Document. (ii) Except as specifically amended by this Amendment, the DIP Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. 4

73 (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the DIP Credit Agreement or any of the other Loan Documents. B. Fees and Expenses. The Borrower acknowledges that all costs, fees and expenses incurred with respect to this Amendment and the documents and transactions contemplated hereby shall be provided for as described in, and solely to the extent required by, Section 11.04(a) of the DIP Credit Agreement. C. Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE. E. Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment shall become effective upon the execution of a counterpart hereof by the Borrower and the Required Lenders and receipt by the Borrower and Administrative Agent of written notification of such execution and authorization of delivery thereof. F. Agent Authorization. Each of the undersigned Lenders hereby authorizes the Administrative Agent to execute and deliver this Amendment and, by its execution below, each of the undersigned Lenders agrees to be bound by the terms and conditions of this Amendment. [Remainder of page intentionally left blank] 5

74 Exhibit A See attached.

75 Execution Version LETTER OF CREDIT FACILITY AGREEMENT LETTER OF CREDIT FACILITY AGREEMENT dated as of February 2, 2018, (as amended, restated modified and/or supplemented, from time to time, this Agreement ) among APPVION, INC., a Delaware corporation (the Account Party ), and CITIZENS BANK, N.A. (the LC Issuer ). W I T N E S S E T H: WHEREAS, the Account Party is a debtor in possession in that certain Chapter 11 Bankruptcy Case filed in the United States Bankruptcy Court for the District of Delaware, Case No (KJC) (the Bankruptcy Case ); WHEREAS, the Account Party has caused certain letters of credit to be issued as more fully described on Schedule 1 hereto and wishes to replace the same and the LC Issuer is interested in replacing them; WHEREAS, the Account Party wishes to cause certain other letters of credit to be issued and the LC Issuer is interested in issuing them; and WHEREAS, the parties wish to set forth the terms under which the LC Issuer may issue such replacement or other letters of credit in its discretion. NOW, THEREFORE, it is agreed: SECTION 1 DEFINITIONS. Section 1.1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in Annex I hereto unless the context otherwise requires. Section 1.2. Rules of Construction. (a) Unless otherwise expressly specified, each reference herein to any document, agreement or contract shall mean such document, agreement or contract as the same may be or has been amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement or other Transaction Document and shall include all exhibits, schedules and clarification letters related thereto. (b) A reference to any law includes any amendment or modification to such law, and all regulations, case law, rulings, interpretations and other law and regulations promulgated under such law. (c) The words include, includes and including are not limiting and shall mean include(s), without limitation or including, without limitation. -1-

76 SECTION 2 LETTER OF CREDIT FACILITY. Section 2.1. Aggregate Facility Amount. Subject to and upon the terms and conditions herein set forth, Letters of Credit may be issued for the account of the Account Party in an aggregate stated amount (including any increases to the stated amount) not to exceed at any time outstanding $5,000,000 (the Aggregate Facility Amount ). Section 2.2. Discretionary Line. All Letters of Credit shall be issued in the discretion of the LC Issuer and the LC Issuer is not obligated to issue Letters of Credit hereunder. Section 2.3. Maturity Date. No Letter of Credit will permit any Drawing after the LC Maturity Date and shall expire no later than the LC Maturity Date. SECTION 3 ISSUANCE OF LETTERS OF CREDIT. Section 3.1. Governing Law of Letters of Credit. The UCP (or, as to matters not governed by the UCP, the law of the State of New York) shall be binding on the Account Party, the LC Issuer and each beneficiary under a Letter of Credit with respect to Letters of Credit, except to the extent otherwise expressly agreed. Section 3.2. Request for Issuance. If the Account Party desires to cause the issuance of Letters of Credit hereunder or to amend any Letter of Credit previously issued, it shall deliver it to the LC Issuer prior to 10:00 A.M., New York City time, on or before the third Business Day prior to the requested date of issuance or amendment (or such other date or time as to which the LC Issuer may agree), a written request for such proposed issuance or amendment. Each such request (a Request for Issuance ) shall be irrevocable, shall be signed by a Responsible Officer of the Account Party, shall certify that there is no Default or Event of Default hereunder and that the representations and warranties herein and in the other Transaction Documents are true and correct in all material respects and shall be accompanied by such letter of credit application and other documentation as the LC Issuer may request. If the Issuing Bank shall notify the Account Party that it is willing to issue the requested Letter of Credit, then the Account Party shall provide to the Issuing Bank cash collateral in an amount equal to at least 102.5% of the aggregate amount that may be drawn under the requested Letter of Credit (the LC Amount ) no later than one Business Day prior to the date that such Letter of Credit is issued. All cash collateral securing obligations in respect of the Letters of Credit shall be held in a non-interest bearing account at the LC Issuer. -2-

77 SECTION 4 DRAWDOWNS. Section 4.1. Reimbursement Payments. In the event that the LC Issuer has honored or has determined to honor a request for Drawing under any Letter of Credit, the LC Issuer shall notify the Account Party and the Account Party shall immediately reimburse the LC Issuer in an amount equal to the amount of such Drawing (each such reimbursement, a Reimbursement Payment ). After giving effect to such Drawing and Reimbursement Payment, the LC Amount shall be adjusted to account for the reduced face amount of such Letter of Credit, and excess cash collateral shall be returned in accordance with Section 7.2. Section 4.2. Obligation of Account Party to LC Issuer Absolute. The obligation of the Account Party to make Reimbursement Payments shall be absolute, unconditional and irrevocable and paid strictly in accordance with the terms of this Agreement under all circumstances including the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other document; (ii) the existence of any claim, set-off, defense or other right which the Account Party may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such beneficiary or transferee may be acting), the LC Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) failure to give any notice hereunder or under any related document; (v) the fact that a Default or an Event of Default shall have occurred and be continuing; (vi) any breach of this Agreement or any other Transaction Document by the Account Party; and (vii) any claim that any payment under any Letter of Credit was improperly made or that any condition precedent to the issuance of any Letter of Credit or the honoring of any drawing thereunder was not satisfied. SECTION 5 ACTIONS BY LC ISSUER RELATIVE TO LETTERS OF CREDIT. Section 5.1. Actions by LC Issuer. The Account Party agrees that (i) the LC Issuer is authorized to make payments under Letters of Credit upon the presentation of the documents provided for therein and without regard to whether the Account Party has failed to fulfill any of its obligations under any of the Transaction Documents or any other obligation of the Account Party; (ii) the LC Issuer shall be entitled to rely upon any certificate, notice, demand or other communication, believed by it in good faith to be genuine or upon advice of legal counsel selected by the LC Issuer; (iii) any action, inaction or omission on the part of the LC Issuer under or in connection with the Letters of Credit or any related instruments or documents, if in good faith shall not place the LC Issuer under any liability to the Account Party or limit or otherwise affect the Account Party s obligations under this Agreement. Section 5.2. Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement shall be made to the LC Issuer in U.S. Dollars in immediately available funds, and any funds received by the LC Issuer after 11:00 a.m., New York City time, shall be deemed to have been paid on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and applicable fees shall be payable at the applicable rate during such extension. All payments made by the Account Party hereunder and under the other Transaction Documents shall be made irrespective of, and without any reduction for, any setoff or counterclaims. -3-

78 SECTION 6 FEES. Section 6.1. Letter of Credit Fee. The Account Party agrees to pay to LC Issuer a letter of credit fee in an amount equal to 1.35% of the LC Amount on the date of issuance of any LC and, if applicable, on any anniversary thereof, if the LC remains outstanding on such anniversary. Section 6.2. Issuance and Administrative Fees. The Account Party shall also pay to the LC Issuer an issuance fee in an amount equal to 0.80% of the LC Amount on the date of issuance and shall pay the LC Issuer s customary amendment, negotiation or document examination and other administrative fees as in effect from time to time. Section 6.3. Non-Refundable. All amounts paid hereunder shall be nonrefundable once paid. SECTION 7 GRANT OF SECURITY INTEREST. Section 7.1. Grant of Security Interest. The Account Party hereby grants, conveys, assigns, pledges, hypothecates, sets over and transfers to the LC Issuer the LC Collateral Account, all funds and other assets, from time to time, in the LC Collateral Account and, without duplication, the Account Collateral and proceeds to secure the Obligations. Section 7.2. LC Collateral Account Minimum Balance. The Account Party shall at all times maintain a cash balance in the LC Collateral Account equal to or greater than 102.5% of the aggregate amount of LC Amount of all outstanding Letters of Credit. The LC Issuer shall return any excess cash collateral at any time that a Letter of Credit is terminated or drawn in part in accordance with Section 4.1. Section 7.3. Sums in the LC Collateral Account. The Account Party hereby authorizes the LC Issuer, with notice to the Account Party, to debit the LC Collateral Account, from time to time, to pay any Obligations. Section 7.4. Further Assurances Regarding the LC Collateral Account. At any time and from time to time, upon the LC Issuer s request, the Account Party shall promptly execute and deliver any and all such further instruments and documents as may be reasonably necessary, appropriate or desirable in the LC Issuer s reasonable judgment to obtain the full benefits (including perfection and priority) of the security interest created or intended to be created by this Section 7 and of the rights and powers herein granted or granted pursuant to any other Transaction Document. Section 7.5. No Other Liens. The Account Party shall not create or suffer to exist any Lien on the LC Collateral Account or any Account Collateral other than the Lien granted hereunder. -4-

79 SECTION 8 INCREASED COSTS AND TAXES. Section 8.1. Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority affects or would affect the amount of capital required or expected to be maintained by the LC Issuer, and the LC Issuer determines that the rate of return on its capital as a consequence of the Letters of Credit or this facility is reduced to a level below that which the LC Issuer could have achieved but for the occurrence of any such circumstance, then, upon such LC Issuer s delivery to the Account Party of a written demand therefor certifying the calculation of the amounts, the Account Party shall promptly pay directly to the LC Issuer additional amounts sufficient to compensate the LC Issuer for such reduction in rate of return. A statement of the LC Issuer as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the Account Party. Section 8.2. Taxes. All amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the LC Issuer s net income or receipts (such non-excluded items being called Taxes ). In the event that any withholding or deduction from any payment to be made by the Account Party hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Account Party: (i) will pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the LC Issuer documentation evidencing such payment to such authority; and (iii) pay to the LC Issuer such additional amount as is necessary to ensure that the net amount actually received by the LC Issuer will equal the full amount the LC Issuer would have received had no such withholding or deduction been required. Additionally, the LC Issuer may pay such Taxes and the Account Party will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by the LC Issuer after the payment of such Taxes shall equal the amount the LC Issuer would have received had not such Taxes been asserted. SECTION 9 CONDITIONS PRECEDENT. Section 9.1. Condition Precedent to Effectiveness of this Agreement. This Agreement shall be effective upon satisfaction of each of the following conditions: (a) This Agreement shall have been executed by the Account Party and the LC Issuer; (b) The LC Issuer shall have opened the LC Collateral Account with the LC Issuer; (c) The Court presiding over the Bankruptcy Case shall have granted its approval of this Agreement (the Order ), the Liens granted hereunder as first priority Liens and the other transactions contemplated hereby, which approval shall be in form and substance reasonably satisfactory to the LC Issuer; -5-

80 (d) All know your customer requirements of the LC Issuer shall have been satisfied relative to the Account Party and transactions contemplated hereby; (e) The Account Party shall have executed and delivered an account control agreement with respect to the LC Collateral Account in form and substance reasonably satisfactory to the LC Issuer; ( (f) All necessary consents, if any, to this Agreement and other Transaction Documents shall have been obtained and shall be in full force and effect; and (g) The Account Party shall have delivered a closing certificate certifying as to satisfaction of certain conditions hereunder, a good standing certificate, incumbency certificate, certified board resolutions, certified organizational documents and such other documentation and information as the LC Issuer shall require. Section 9.2. Prior to Issuance of any Letter of Credit. Prior to the issuance by the LC Issuer of any Letter of Credit or amendment thereto (which issuance or amendment is in the discretion of the LC Issuer): (a) The representations and warranties of the Account Party made herein and in each of the other Transaction Documents shall be true and correct in all material respects on and as of the date such Letter of Credit is issued or amended (or if such representation or warranty is expressly stated to be made as of a specific date, as of such specific date); (b) No Default or Event of Default shall have occurred and be continuing, either before or immediately after the issuance or amendment of such Letter of Credit; (c) The LC Issuer shall have received an executed Request for Issuance in respect of the Letter of Credit to be issued or amended, together with such Letter of Credit application and other documentation as the LC Issuer may reasonably request as set forth in Section 3.2 hereto; and (d) The Account Party shall have deposited into the LC Collateral Account sufficient sums to satisfy the minimum collateral requirements set forth in Section 7.2 above and shall have paid all fees required hereby. SECTION 10 REPRESENTATIONS AND WARRANTIES. The Account Party makes the following representations and warranties, which shall survive the execution and delivery of this Agreement and the issuance of the Letters of Credit. Section Organization, Power and Status of the Account Party. The Account Party (a) is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and (b) is duly authorized to do business in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary and where the failure to so qualify would reasonably be expected to result in a Material Adverse Effect. -6-

81 Section Authorization; Enforceability; Execution and Delivery. (a) The Account Party has all necessary corporate power and authority to execute, deliver and perform this Agreement and each other Transaction Document. (b) All action on the part of the Account Party that is required for the authorization, execution, delivery and performance of this Agreement and each other Transaction Document has been duly and effectively taken; and the execution, delivery and performance by the Account Party of this Agreement and each other Transaction Document does not require the approval or consent of any Person including any holder of any indebtedness or other obligations of the Account Party or any court or tribunal, which has not been obtained. (c) This Agreement and each other Transaction Document has been duly executed and delivered by the Account Party. Each of this Agreement and each other Transaction Document constitutes the legal, valid and binding obligation of the Account Party. Section No Conflicts; Laws and Contracts; No Default. Neither the execution, delivery and performance by the Account Party of any Transaction Document nor the consummation of any of the transactions contemplated hereby or thereby nor performance of or compliance with the terms and conditions hereof or thereof (i) contravenes in any material respects any law applicable to the Account Party or any of the Collateral or (ii) conflicts or constitutes a default under the terms of any material indenture, mortgage, deed of trust or agreement or other instrument to which the Account Party is a party. Section Government Approvals. All material Government Approvals including those of all courts of competent jurisdiction which are required to be obtained by or on behalf of the Account Party in connection with the Transaction Documents has been duly obtained or made. Section Litigation. There are no claims, actions, suits, investigations or proceedings at law or in equity or by or before any arbitrator or governmental authority now pending against the Account Party or threatened against the Account Party that challenge the validity of this Agreement or other Transaction Documents. Section Collateral; Security Interest and Liens. (a) The Account Party has good, marketable and valid title in and to all of the Collateral which it purports to own and is the owner, free and clear of all Liens (other than Liens in favor of the LC Issuer) on the Collateral. (b) The LC Issuer has a valid, enforceable and perfected first priority Lien in the Collateral. Section Compliance with Laws. (a) Neither (1) the Account Party nor (2) to the knowledge of the Account Party, any Affiliate of the Account Party or any director, officer or employee of the foregoing is a Person (i) whose property or interest in property is blocked or subject to blocking pursuant to -7-

82 Section 1 of Executive Order of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg (2001)), (ii) who engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of such Section 2, (iii) who is on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury s Office of Foreign Assets Control regulation or executive order ( OFAC ), (iv) who is a Sanctioned Person or (v) is in violation of the Act (as defined in Section 14.15). No Letters of Credit or any other extensions of credit from the LC Issuer will be used, directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving money, or anything else of value, to any Person in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption law. The Account Party and its Affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted and maintain procedures designed to ensure continued compliance with such laws and with this Section. (b) The Account Party is in compliance with all other requirements of applicable law except for noncompliance of such other requirements, which would not reasonably be expected to have a Material Adverse Effect. Section Investment Company Act. The Account Party is not an investment company or a company controlled by an investment company, within the meaning of the Investment Company Act of 1940, as amended. Section True and Complete Disclosure. All representations, warranties and other factual statements (taken as a whole) made by or on behalf of the Account Party in this Agreement, in any other Transaction Document or otherwise pursuant hereto or thereto are true and correct in all material respects on the date as of which such representation, warranty or other factual statement is dated, made, deemed made or furnished and is not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time. SECTION 11 AFFIRMATIVE COVENANTS. The Account Party covenants and agrees that on and after the date hereof until the Facility Termination Date it shall comply with the following: Section Financial Statements. The Account Party will furnish to the LC Issuer: (a) as soon as available (but only if Holdings is no longer required to make such filing with the SEC), but in any event within the earlier of (i) 120 days after the end of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the SEC is due, a copy of the audited consolidated balance sheet of Holdings and its consolidated subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by a customary management s discussion and analysis, by RSM US LLP or other independent certified public accountants of nationally recognized standing; and -8-

83 (b) as soon as available (but only if Holdings is no longer required to make such filing with the SEC), but in any event within the earlier of (i) forty-five (45) days after the end of each of the first three quarterly periods of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the SEC is due, the unaudited consolidated balance sheet of Holdings and its consolidated subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes), accompanied by a customary management s discussion and analysis. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail, and the financial statement under paragraphs (a) and (b) above shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except for the absence of footnotes in the quarterly statements and as approved by such accountants or officers, as the case may be, and disclosed therein). In regard to subsections (a) and (b) above, the filing of Forms 10-Q and 10-K with the SEC shall constitute delivery for purposes thereof (and shall satisfy the information requirements of (a) or (b) above, as the case may be, and satisfy the time requirements thereof if filed within the time period required thereby); however, electronic copies of such reports must still be delivered to the LC Issuer. (c) Officer s Certificates. At the time of the delivery of the financial statements under clauses (a) and (b) above, (i) a certificate of a Responsible Officer of the Account Party or Holdings which certifies that such financial statements fairly present the financial condition and the consolidated results of operations of Holdings and its subsidiaries including the Account Party on the dates and for the periods indicated in accordance with GAAP, subject, in the case of interim financial statements, to normally recurring year-end adjustments and (ii) a certificate of a Responsible Officer of the Account Party which certifies that such officer has reviewed or caused to be reviewed the terms of the Transaction Documents and has made, or caused to be made under his or her supervision, a review in reasonable detail of the business and condition of the Account Party during the accounting period covered by such financial statements, and that as a result of such review such officer has concluded that no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing as at the end of such period, specifying the nature and extent thereof and the action the Account Party proposes to take in respect thereof. (d) Certain Notices. Promptly after the occurrence thereof, notice of (i) the occurrence of any Default or Event of Default, (ii) any litigation or governmental proceeding pending or threatened in writing against the Account Party which would reasonably be expected to result in a Material Adverse Effect or that challenges the validity of any of the Transaction Documents, (iii) the rendering of any material order in the Bankruptcy Case, (iv) any event of default under the DIP Facility and (v) any event, act or condition which could reasonably be expected to result in a Material Adverse Effect. -9-

84 (e) Other Information. From time to time, such other information or documents (financial or otherwise) as the LC Issuer may reasonably request. Section Compliance with Law. The Account Party shall take such commercially reasonable action so as to ensure that at all times the representation in Section 10.7 is true and correct. Section Maintenance of Existence. The Account Party shall do, or cause to be done, all things reasonably necessary to preserve and keep in full force and effect its corporate existence. SECTION 12 NEGATIVE COVENANTS. The Account Party covenants and agrees that on and after the date hereof until the Facility Termination Date: Section LC Issuer s Consent Rights to Plan. The Account Debtor shall not propose or consent to a Chapter 11 plan (a Plan ) or entry of an order in the Bankruptcy Case without the prior written approval of the LC Issuer unless (i) the Plan or order expressly provides for the LC Issuer s first priority Lien on the Collateral and otherwise is not adverse to the rights, remedies or interests of the LC Issuer under the Transaction Documents or (ii) the Obligations are paid in full and all LCs have been terminated. Section Liens. The Account Party shall not create or permit to exist any Lien on the Collateral other than in favor of the LC Issuer. SECTION 13 EVENTS OF DEFAULT. Section Events of Default. Each of the following events, acts, occurrences or conditions shall constitute an Event of Default under this Agreement: (a) Failure to Make Payments. The Account Party shall default in the payment when due of any Reimbursement Payments, fees or any other amounts owing hereunder or under any other Transaction Document and, in the case of fees or other amounts, such default shall continue unremedied for a period of 3 Business Days. (b) Breach of Representation or Warranty. Any representation or warranty made by the Account Party herein or in any other Transaction Document or in any certificate or statement delivered pursuant hereto or thereto shall prove to be false or misleading in any material respect on the date as of which made or deemed made, confirmed or furnished. (c) Breach of Covenants. The Account Party shall fail to perform or observe any agreement, covenant or obligation required to be performed by the Account Party arising hereunder or under any other Transaction Document and, except in the case of a default under Section 7.2, such default shall continue unremedied for a period of 5 Business Days. -10-

85 (d) Transaction Documents. This Agreement or any other Transaction Document shall cease to be enforceable and in full force and effect or the Account Party shall assert that any such document is unenforceable or not in full force and effect. (e) DIP Facility. There shall be an event of default and an acceleration of obligations under the DIP Facility or a payment default under the DIP Facility. (f) Change of Control. Holdings shall cease to own 100% of the equity interests in the Account Party. Section Rights and Remedies. Upon the occurrence of any Event of Default, all Obligations shall, upon notice from the LC Issuer, become immediately due and payable. The Account Party waives all rights relative to presentation, demand, or protest or other requirements of any kind (including valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by the Account Party to the extent permitted by applicable law. In addition to the foregoing, upon the occurrence of any Event of Default, the LC Issuer may (x) exercise all of its rights under the Transaction Documents and under applicable law or otherwise and (y) apply all proceeds of Collateral to the Obligations. Section Late Charges. If any amounts due and owing hereunder or under any other Transaction Document are unpaid for three or more Business Days (whether as a result of acceleration or otherwise), the Account Party shall pay, in addition to any other sums due hereunder or under any other Transaction Document (and without limiting the rights and remedies of the LC Issuer on account thereof), a late charge equal to 5.0% of such unpaid amount. SECTION 14 MISCELLANEOUS. Section Payment of Expenses. The Account Party shall, whether or not the transactions hereby contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the LC Issuer in connection with (i) the negotiation, preparation, execution and delivery of the Transaction Documents and the documents and instruments referred to therein, (ii) the creation, perfection or protection of the LC Issuer s Liens in the Collateral, (iii) the LC Issuer s due diligence review in connection with the transactions contemplated hereby and the other Transaction Documents and the administration of the Transaction Documents, (iv) any amendment, waiver or consent relating to any of the Transaction Documents, and (v) any rights, remedies or enforcement actions by the LC Issuer. Section Indemnity. The Account Party shall indemnify the LC Issuer and its respective officers, directors, employees, representatives and agents (each an Indemnitee ) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may at any time (including at any time following the payment of the Obligations) be -11-

86 imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) the execution, delivery or performance of any Transaction Document or any related agreement or any transaction contemplated by any Transaction Document or any related agreement, (ii) the issuance of any Letter of Credit or any matter related to any Letter of Credit, (iii) the grant to the LC Issuer of any Lien in any Collateral, and (iv) the exercise by the LC Issuer of its rights and remedies under, or in respect of any Transaction Documents or matters contemplated thereby (but excluding, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred by reason of the gross negligence or willful misconduct of such Indemnitee or its Affiliates as finally determined by a court of competent jurisdiction). The Account Party s obligations under this Section shall survive the termination of this Agreement and the payment of the Obligations. Section Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, the LC Issuer is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Account Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or owing by such LC Issuer to or for the credit or the account of the Account Party against and on account of the Obligations. Section Notices. Except as otherwise expressly provided herein, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing and delivered by hand delivery, by electronic mail ( ), which may include a document in portable document format (PDF), by a reputable overnight courier service or by U.S. mail. Such notice shall be deemed to have been duly given or made when delivered by hand, one Business Day after deposited with a reputable overnight courier, five Business Days after being deposited in the United States mail, postage prepaid, or, in the case of a PDF sent by , when sent if it is on a Business Day between 9:00 a.m. and 5:00 p.m. (based on the time of the recipient) and if not, then on the next Business Day, in each case if delivered to the address on the signature pages hereto or such other address as may be communicated in accordance with this Section Section Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Account Party, the LC Issuer and their respective successors and assigns, except that the Account Party may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the LC Issuer. Section Amendments and Waivers. Neither this Agreement nor any terms hereof may be amended, restated, supplemented, modified or waived except by written consent of the parties hereto. -12-

87 Section No Waiver; Remedies Cumulative. No failure or delay on the part of the LC Issuer in exercising any right, power or privilege hereunder or under any other Transaction Document and no course of dealing between the Account Party and the LC Issuer shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Transaction Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the LC Issuer would otherwise have. No notice to or demand on the Account Party in any case shall entitle the Account Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the LC Issuer to any other or further action in any circumstances without notice or demand. Section Governing Law; Submission to Jurisdiction. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT SECTION OF THE NEW YORK GENERAL OBLIGATIONS LAW). Section Exculpation; Limitation on Liability. (a) The LC Issuer shall not be liable for any action lawfully taken or omitted to be taken by it or any Person acting on its behalf or at its request under or in connection with this Agreement or any other Transaction Document (except for its or such Person s own gross negligence or willful misconduct). (b) Without affecting any rights the LC Issuer may have under applicable law (including under the UCP), the Account Party agrees that the LC Issuer or any of its officers or directors shall be liable or responsible for, and the obligations of the Account Party to the LC Issuer hereunder shall not in any manner be affected by: (i) the use which may be made of any Letter of Credit or the proceeds thereof by the beneficiary of such Letter of Credit or any other Person; (ii) the validity, sufficiency or genuineness of documents other than the Letters of Credit, or of any endorsement(s) thereon, even if such documents should, in fact, prove to be in any or all respects invalid, insufficient, fraudulent or forged or any statement therein proves to be untrue or inaccurate in any respect whatsoever; or (iii) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer may accept documents that appear on their face to be in order without responsibility of further investigation. As between the Account Party and the LC Issuer, the Account Party assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, the respective beneficiaries of the Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer shall not be responsible for, nor shall any of the following affect, impair or prevent the vesting of any of the LC Issuer s powers or rights hereunder: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with any Request for Issuance, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, -13-

88 telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any Drawing under such Letter of Credit; and (viii) any consequences arising from causes beyond the control of the LC Issuer, including any acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority. The LC Issuer shall have no obligation whatsoever to make any factual or legal determinations as to the correctness of any demand for payment under any Letter of Credit or other related agreements or as to any other matters before the LC Issuer makes any payments under any Letter of Credit. To the extent permitted by applicable law, the Account Party hereby irrevocably waives (i) diligence, presentment, demand, protest or notice of any kind in connection with any demand or payment under any Letter of Credit, (ii) any requirements that the LC Issuer exhaust any right or remedy against the Account Party or any other Person in connection with any Letter of Credit, and (iii) any claim or defense in connection with any Letter of Credit based on any time or other indulgence granted to the Account Party or any other Person. (c) No claim may be made by the Account Party or any other Person against the LC Issuer or the Affiliates, directors, officers, employees, attorneys or agents of any of them for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Account Party hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Section Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. An electronic signature and a signature delivered as a PDF or an electronic copy of a signature shall be deemed to be the functional equivalent of an original wet ink signature for all purposes. Section Marshalling; Recapture. The LC Issuer shall not be under any obligation to marshal any assets in favor of the Account Party or any other party. To the extent the LC Issuer receives any payment in respect of the Obligations, which payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Account Party or its estate, trustee, receiver, custodian or any other party under the Bankruptcy Code or any other applicable law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the amount so repaid and shall be included within the liabilities of the Account Party to the LC Issuer, as of the date such initial payment, reduction or satisfaction occurred. Section Severability. In case any provision in or obligation under this Agreement or the other Transaction Documents shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. -14-

89 Section Survival. The provisions of Section 14 shall survive termination of this Agreement and the other Transaction Documents. Section Waiver of Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER. Section USA Patriot Act. The LC Issuer hereby notifies the Account Party that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L (signed into law October 26, 2001)) (the Act ), it is required to obtain, verify and record information that identifies the Account Party, which information includes the name and address of the Account Party and other information that will allow the LC Issuer to identify the Account Party in accordance with the Act. (Signature Pages Follow) -15-

90 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written. APPVION, INC. as Account Party By: Name: Title: Notice Address: 825 E. Wisconsin Avenue Appleton, WI Attention: Luke Kelly Phone: With a copy to: DLA Piper LLP (US) 1251 Avenue of the Americas 27th Floor New York, NY Attention: Shmuel Klahr shmuel.klahr@dlapiper.com Phone:

91 CITIZENS BANK, N.A., as LC Issuer By: Name: Title: Notice Address: Citizens Bank, N.A. 20 Cabot Road Medford, MA Attention: International Letter of Credit Department Attention: Patricia Murphy Assistant Vice President Phone No.: With a copy to: Jill Bronson One Logan Square, Suite 2000 Philadelphia, PA jill.bronson@dbr.com Phone No.:

92 ANNEX I DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: Account Collateral shall mean all cash, money, funds, instruments, securities and other property credited to or held in or maintained at the LC Collateral Account from time to time, all interest thereon, if any, all rights in and to the foregoing and all proceeds thereof. Account Party shall have the meaning set forth in the preamble hereof. Affiliate shall mean, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. Aggregate Facility Amount shall have the meaning set forth in Section 2.1. Agreement shall mean this Agreement, as the same may from time to time hereafter be amended, restated, supplemented or otherwise modified. Business Day shall mean any day which is not a Saturday, Sunday or a legal holiday on which commercial banks are authorized or required to be closed in New York City. Closing Date shall mean the conditions set forth in Section 9.1 have been satisfied. Collateral shall mean all property and interests in property now owned or hereafter acquired in or upon which a Lien has been or is purported or intended to have been granted to the LC Issuer and expressly including the LC Collateral Account and Account Collateral. Default. Default shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of DIP Facility shall mean that certain Debtor-in-Possession Credit Agreement, dated as of October 2, 2017, by and among the Account Party, Holdings, Wilmington Trust, National Association, as Administrative Agent, and the other parties party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time, and any replacement thereof. Drawing shall mean a drawing under any Letter of Credit. Event of Default shall have the meaning set forth in Section 13. Facility Termination Date shall mean the date that is one year from the Closing Date; provided, however, the Account Party s obligations, including its obligation to maintain cash collateral, shall remain in place so long as there are any Letters of Credit outstanding.

93 GAAP shall mean United States generally accepted accounting principles as in effect from time to time Holdings shall mean Paperweight Development Corp., a Wisconsin corporation. Indemnitee shall have the meaning set forth in Section LC Collateral Account shall mean a special account of the Account Party maintained with the LC Issuer, entitled Appvion, Inc. (Debtor-in-Possession) with account number , to be held by or for the benefit of the LC Issuer as collateral security for the Obligations. LC Issuer shall have the meaning set forth in the preamble hereof. hereof. LC Maturity Date shall mean the first anniversary of the Closing Date unless accelerated sooner pursuant to the terms Letters of Credit shall mean any and all letters of credit issued under this Agreement. Lien shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing lease having substantially the same effect as any of the foregoing and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction, domestic or foreign. Material Adverse Effect shall mean a material adverse effect upon (i) the business, operations, properties, assets or condition (financial or otherwise) of the Account Party, (ii) the ability of the Account Party to perform its obligations in all material respects under the Transaction Documents, (iii) the validity or the priority of the LC Issuer s Liens on the Collateral, or (iv) the rights of the LC Issuer under the Transaction Documents. Obligations shall mean all obligations, liabilities and Indebtedness of every nature of the Account Party from time to time owing to the LC Issuer under this Agreement or any other Transaction Document, whether contingent or fixed, liquidated or unliquidated or otherwise including all Reimbursement Payments, fees, indemnities and expenses. Patriot Act shall have the meaning set forth in Section Person shall mean and include any individual, partnership, joint venture, firm, corporation, association, trust or other enterprise or any government or political subdivision or agency, department or instrumentality thereof. Plan shall have the meaning set forth in Section Reimbursement Payment shall have the meaning set forth in Section 4.1.

94 Request for Issuance shall have the meaning set forth in Section 3.2. Responsible Officer means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of the Account Party (or, with respect to the financial statements of Holdings, of Holdings) and any other officer of the Account Party (or, with respect to the financial statements of Holdings, of Holdings) so designated by any of the foregoing officers in a notice to the LC Issuer. Sanctioned Person means any Person that is, or is owned or controlled by Persons that are, (a) the subject or target of any Sanctions or (b) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions. Sanctions means any sanctions administered or enforced by OFAC, the U.S. Department of State, or other relevant sanctions authority. Taxes shall have the meaning set forth in Section 8.2. Transaction Documents shall mean this Agreement, any deposit account control agreement, application or other agreement, instrument or document that may be entered into from time to time hereunder or in connection herewith. UCP shall mean the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500, 1993 Revision, as amended and as in effect from time to time; provided that for any newly issued Letters of Credit hereunder, UCP shall mean the International Standby Practices (effective January 1, 1999).

95 SCHEDULE I LETTERS OF CREDIT See attached.

96 Execution Version LETTER OF CREDIT FACILITY AGREEMENT LETTER OF CREDIT FACILITY AGREEMENT dated as of February 2, 2018, (as amended, restated modified and/or supplemented, from time to time, this Agreement ) among APPVION, INC., a Delaware corporation (the Account Party ), and CITIZENS BANK, N.A. (the LC Issuer ). W I T N E S S E T H: WHEREAS, the Account Party is a debtor in possession in that certain Chapter 11 Bankruptcy Case filed in the United States Bankruptcy Court for the District of Delaware, Case No (KJC) (the Bankruptcy Case ); WHEREAS, the Account Party has caused certain letters of credit to be issued as more fully described on Schedule 1 hereto and wishes to replace the same and the LC Issuer is interested in replacing them; WHEREAS, the Account Party wishes to cause certain other letters of credit to be issued and the LC Issuer is interested in issuing them; and WHEREAS, the parties wish to set forth the terms under which the LC Issuer may issue such replacement or other letters of credit in its discretion. NOW, THEREFORE, it is agreed: SECTION 1 DEFINITIONS. Section 1.1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in Annex I hereto unless the context otherwise requires. Section 1.2. Rules of Construction. (a) Unless otherwise expressly specified, each reference herein to any document, agreement or contract shall mean such document, agreement or contract as the same may be or has been amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement or other Transaction Document and shall include all exhibits, schedules and clarification letters related thereto. (b) A reference to any law includes any amendment or modification to such law, and all regulations, case law, rulings, interpretations and other law and regulations promulgated under such law. (c) The words include, includes and including are not limiting and shall mean include(s), without limitation or including, without limitation. -A-1-

97 SECTION 2 LETTER OF CREDIT FACILITY. Section 2.1. Aggregate Facility Amount. Subject to and upon the terms and conditions herein set forth, Letters of Credit may be issued for the account of the Account Party in an aggregate stated amount (including any increases to the stated amount) not to exceed at any time outstanding $5,000,000 (the Aggregate Facility Amount ). Section 2.2. Discretionary Line. All Letters of Credit shall be issued in the discretion of the LC Issuer and the LC Issuer is not obligated to issue Letters of Credit hereunder. Section 2.3. Maturity Date. No Letter of Credit will permit any Drawing after the LC Maturity Date and shall expire no later than the LC Maturity Date. SECTION 3 ISSUANCE OF LETTERS OF CREDIT. Section 3.1. Governing Law of Letters of Credit. The UCP (or, as to matters not governed by the UCP, the law of the State of New York) shall be binding on the Account Party, the LC Issuer and each beneficiary under a Letter of Credit with respect to Letters of Credit, except to the extent otherwise expressly agreed. Section 3.2. Request for Issuance. If the Account Party desires to cause the issuance of Letters of Credit hereunder or to amend any Letter of Credit previously issued, it shall deliver it to the LC Issuer prior to 10:00 A.M., New York City time, on or before the third Business Day prior to the requested date of issuance or amendment (or such other date or time as to which the LC Issuer may agree), a written request for such proposed issuance or amendment. Each such request (a Request for Issuance ) shall be irrevocable, shall be signed by a Responsible Officer of the Account Party, shall certify that there is no Default or Event of Default hereunder and that the representations and warranties herein and in the other Transaction Documents are true and correct in all material respects and shall be accompanied by such letter of credit application and other documentation as the LC Issuer may request. If the Issuing Bank shall notify the Account Party that it is willing to issue the requested Letter of Credit, then the Account Party shall provide to the Issuing Bank cash collateral in an amount equal to at least 102.5% of the aggregate amount that may be drawn under the requested Letter of Credit (the LC Amount ) no later than one Business Day prior to the date that such Letter of Credit is issued. All cash collateral securing obligations in respect of the Letters of Credit shall be held in a non-interest bearing account at the LC Issuer. -A-2-

98 SECTION 4 DRAWDOWNS. Section 4.1. Reimbursement Payments. In the event that the LC Issuer has honored or has determined to honor a request for Drawing under any Letter of Credit, the LC Issuer shall notify the Account Party and the Account Party shall immediately reimburse the LC Issuer in an amount equal to the amount of such Drawing (each such reimbursement, a Reimbursement Payment ). After giving effect to such Drawing and Reimbursement Payment, the LC Amount shall be adjusted to account for the reduced face amount of such Letter of Credit, and excess cash collateral shall be returned in accordance with Section 7.2. Section 4.2. Obligation of Account Party to LC Issuer Absolute. The obligation of the Account Party to make Reimbursement Payments shall be absolute, unconditional and irrevocable and paid strictly in accordance with the terms of this Agreement under all circumstances including the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other document; (ii) the existence of any claim, set-off, defense or other right which the Account Party may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such beneficiary or transferee may be acting), the LC Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) failure to give any notice hereunder or under any related document; (v) the fact that a Default or an Event of Default shall have occurred and be continuing; (vi) any breach of this Agreement or any other Transaction Document by the Account Party; and (vii) any claim that any payment under any Letter of Credit was improperly made or that any condition precedent to the issuance of any Letter of Credit or the honoring of any drawing thereunder was not satisfied. SECTION 5 ACTIONS BY LC ISSUER RELATIVE TO LETTERS OF CREDIT. Section 5.1. Actions by LC Issuer. The Account Party agrees that (i) the LC Issuer is authorized to make payments under Letters of Credit upon the presentation of the documents provided for therein and without regard to whether the Account Party has failed to fulfill any of its obligations under any of the Transaction Documents or any other obligation of the Account Party; (ii) the LC Issuer shall be entitled to rely upon any certificate, notice, demand or other communication, believed by it in good faith to be genuine or upon advice of legal counsel selected by the LC Issuer; (iii) any action, inaction or omission on the part of the LC Issuer under or in connection with the Letters of Credit or any related instruments or documents, if in good faith shall not place the LC Issuer under any liability to the Account Party or limit or otherwise affect the Account Party s obligations under this Agreement. Section 5.2. Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement shall be made to the LC Issuer in U.S. Dollars in immediately available funds, and any funds received by the LC Issuer after 11:00 a.m., New York City time, shall be deemed to have been paid on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding -A-3-

99 Business Day and applicable fees shall be payable at the applicable rate during such extension. All payments made by the Account Party hereunder and under the other Transaction Documents shall be made irrespective of, and without any reduction for, any setoff or counterclaims. SECTION 6 FEES. Section 6.1. Letter of Credit Fee. The Account Party agrees to pay to LC Issuer a letter of credit fee in an amount equal to 1.35% of the LC Amount on the date of issuance of any LC and, if applicable, on any anniversary thereof, if the LC remains outstanding on such anniversary. Section 6.2. Issuance and Administrative Fees. The Account Party shall also pay to the LC Issuer an issuance fee in an amount equal to 0.80% of the LC Amount on the date of issuance and shall pay the LC Issuer s customary amendment, negotiation or document examination and other administrative fees as in effect from time to time. Section 6.3. Non-Refundable. All amounts paid hereunder shall be nonrefundable once paid. SECTION 7 GRANT OF SECURITY INTEREST. Section 7.1. Grant of Security Interest. The Account Party hereby grants, conveys, assigns, pledges, hypothecates, sets over and transfers to the LC Issuer the LC Collateral Account, all funds and other assets, from time to time, in the LC Collateral Account and, without duplication, the Account Collateral and proceeds to secure the Obligations. Section 7.2. LC Collateral Account Minimum Balance. The Account Party shall at all times maintain a cash balance in the LC Collateral Account equal to or greater than 102.5% of the aggregate amount of LC Amount of all outstanding Letters of Credit. The LC Issuer shall return any excess cash collateral at any time that a Letter of Credit is terminated or drawn in part in accordance with Section 4.1. Section 7.3. Sums in the LC Collateral Account. The Account Party hereby authorizes the LC Issuer, with notice to the Account Party, to debit the LC Collateral Account, from time to time, to pay any Obligations. Section 7.4. Further Assurances Regarding the LC Collateral Account. At any time and from time to time, upon the LC Issuer s request, the Account Party shall promptly execute and deliver any and all such further instruments and documents as may be reasonably necessary, appropriate or desirable in the LC Issuer s reasonable judgment to obtain the full benefits (including perfection and priority) of the security interest created or intended to be created by this Section 7 and of the rights and powers herein granted or granted pursuant to any other Transaction Document. Section 7.5. No Other Liens. The Account Party shall not create or suffer to exist any Lien on the LC Collateral Account or any Account Collateral other than the Lien granted hereunder. -A-4-

100 SECTION 8 INCREASED COSTS AND TAXES. Section 8.1. Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority affects or would affect the amount of capital required or expected to be maintained by the LC Issuer, and the LC Issuer determines that the rate of return on its capital as a consequence of the Letters of Credit or this facility is reduced to a level below that which the LC Issuer could have achieved but for the occurrence of any such circumstance, then, upon such LC Issuer s delivery to the Account Party of a written demand therefor certifying the calculation of the amounts, the Account Party shall promptly pay directly to the LC Issuer additional amounts sufficient to compensate the LC Issuer for such reduction in rate of return. A statement of the LC Issuer as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the Account Party. Section 8.2. Taxes. All amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the LC Issuer s net income or receipts (such non-excluded items being called Taxes ). In the event that any withholding or deduction from any payment to be made by the Account Party hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Account Party: (i) will pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the LC Issuer documentation evidencing such payment to such authority; and (iii) pay to the LC Issuer such additional amount as is necessary to ensure that the net amount actually received by the LC Issuer will equal the full amount the LC Issuer would have received had no such withholding or deduction been required. Additionally, the LC Issuer may pay such Taxes and the Account Party will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by the LC Issuer after the payment of such Taxes shall equal the amount the LC Issuer would have received had not such Taxes been asserted. SECTION 9 CONDITIONS PRECEDENT. Section 9.1. Condition Precedent to Effectiveness of this Agreement. This Agreement shall be effective upon satisfaction of each of the following conditions: (a) This Agreement shall have been executed by the Account Party and the LC Issuer; (b) The LC Issuer shall have opened the LC Collateral Account with the LC Issuer; (c) The Court presiding over the Bankruptcy Case shall have granted its approval of this Agreement (the Order ), the Liens granted hereunder as first priority Liens and the other transactions contemplated hereby, which approval shall be in form and substance reasonably satisfactory to the LC Issuer; -A-5-

101 (d) All know your customer requirements of the LC Issuer shall have been satisfied relative to the Account Party and transactions contemplated hereby; (e) The Account Party shall have executed and delivered an account control agreement with respect to the LC Collateral Account in form and substance reasonably satisfactory to the LC Issuer; (f) All necessary consents, if any, to this Agreement and other Transaction Documents shall have been obtained and shall be in full force and effect; and (g) The Account Party shall have delivered a closing certificate certifying as to satisfaction of certain conditions hereunder, a good standing certificate, incumbency certificate, certified board resolutions, certified organizational documents and such other documentation and information as the LC Issuer shall require. Section 9.2. Prior to Issuance of any Letter of Credit. Prior to the issuance by the LC Issuer of any Letter of Credit or amendment thereto (which issuance or amendment is in the discretion of the LC Issuer): (a) The representations and warranties of the Account Party made herein and in each of the other Transaction Documents shall be true and correct in all material respects on and as of the date such Letter of Credit is issued or amended (or if such representation or warranty is expressly stated to be made as of a specific date, as of such specific date); (b) No Default or Event of Default shall have occurred and be continuing, either before or immediately after the issuance or amendment of such Letter of Credit; (c) The LC Issuer shall have received an executed Request for Issuance in respect of the Letter of Credit to be issued or amended, together with such Letter of Credit application and other documentation as the LC Issuer may reasonably request as set forth in Section 3.2 hereto; and (d) The Account Party shall have deposited into the LC Collateral Account sufficient sums to satisfy the minimum collateral requirements set forth in Section 7.2 above and shall have paid all fees required hereby. SECTION 10 REPRESENTATIONS AND WARRANTIES. The Account Party makes the following representations and warranties, which shall survive the execution and delivery of this Agreement and the issuance of the Letters of Credit. Section Organization, Power and Status of the Account Party. The Account Party (a) is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and (b) is duly authorized to do business in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary and where the failure to so qualify would reasonably be expected to result in a Material Adverse Effect. -A-6-

102 Section Authorization; Enforceability; Execution and Delivery. (a) The Account Party has all necessary corporate power and authority to execute, deliver and perform this Agreement and each other Transaction Document. (b) All action on the part of the Account Party that is required for the authorization, execution, delivery and performance of this Agreement and each other Transaction Document has been duly and effectively taken; and the execution, delivery and performance by the Account Party of this Agreement and each other Transaction Document does not require the approval or consent of any Person including any holder of any indebtedness or other obligations of the Account Party or any court or tribunal, which has not been obtained. (c) This Agreement and each other Transaction Document has been duly executed and delivered by the Account Party. Each of this Agreement and each other Transaction Document constitutes the legal, valid and binding obligation of the Account Party. Section No Conflicts; Laws and Contracts; No Default. Neither the execution, delivery and performance by the Account Party of any Transaction Document nor the consummation of any of the transactions contemplated hereby or thereby nor performance of or compliance with the terms and conditions hereof or thereof (i) contravenes in any material respects any law applicable to the Account Party or any of the Collateral or (ii) conflicts or constitutes a default under the terms of any material indenture, mortgage, deed of trust or agreement or other instrument to which the Account Party is a party. Section Government Approvals. All material Government Approvals including those of all courts of competent jurisdiction which are required to be obtained by or on behalf of the Account Party in connection with the Transaction Documents has been duly obtained or made. Section Litigation. There are no claims, actions, suits, investigations or proceedings at law or in equity or by or before any arbitrator or governmental authority now pending against the Account Party or threatened against the Account Party that challenge the validity of this Agreement or other Transaction Documents. Section Collateral; Security Interest and Liens. (a) The Account Party has good, marketable and valid title in and to all of the Collateral which it purports to own and is the owner, free and clear of all Liens (other than Liens in favor of the LC Issuer) on the Collateral. (b) The LC Issuer has a valid, enforceable and perfected first priority Lien in the Collateral. -A-7-

103 Section Compliance with Laws. (a) Neither (1) the Account Party nor (2) to the knowledge of the Account Party, any Affiliate of the Account Party or any director, officer or employee of the foregoing is a Person (i) whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg (2001)), (ii) who engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of such Section 2, (iii) who is on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury s Office of Foreign Assets Control regulation or executive order ( OFAC ), (iv) who is a Sanctioned Person or (v) is in violation of the Act (as defined in Section 14.15). No Letters of Credit or any other extensions of credit from the LC Issuer will be used, directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving money, or anything else of value, to any Person in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption law. The Account Party and its Affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted and maintain procedures designed to ensure continued compliance with such laws and with this Section. (b) The Account Party is in compliance with all other requirements of applicable law except for noncompliance of such other requirements, which would not reasonably be expected to have a Material Adverse Effect. Section Investment Company Act. The Account Party is not an investment company or a company controlled by an investment company, within the meaning of the Investment Company Act of 1940, as amended. Section True and Complete Disclosure. All representations, warranties and other factual statements (taken as a whole) made by or on behalf of the Account Party in this Agreement, in any other Transaction Document or otherwise pursuant hereto or thereto are true and correct in all material respects on the date as of which such representation, warranty or other factual statement is dated, made, deemed made or furnished and is not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time. SECTION 11 AFFIRMATIVE COVENANTS. The Account Party covenants and agrees that on and after the date hereof until the Facility Termination Date it shall comply with the following: Section Financial Statements. The Account Party will furnish to the LC Issuer: (a) as soon as available (but only if Holdings is no longer required to make such filing with the SEC), but in any event within the earlier of (i) 120 days after the end of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the SEC is due, a copy of the audited consolidated balance sheet of Holdings and its consolidated subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by a customary management s discussion and analysis, by RSM US LLP or other independent certified public accountants of nationally recognized standing; and -A-8-

104 (b) as soon as available (but only if Holdings is no longer required to make such filing with the SEC), but in any event within the earlier of (i) forty-five (45) days after the end of each of the first three quarterly periods of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the SEC is due, the unaudited consolidated balance sheet of Holdings and its consolidated subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes), accompanied by a customary management s discussion and analysis. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail, and the financial statement under paragraphs (a) and (b) above shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except for the absence of footnotes in the quarterly statements and as approved by such accountants or officers, as the case may be, and disclosed therein). In regard to subsections (a) and (b) above, the filing of Forms 10-Q and 10-K with the SEC shall constitute delivery for purposes thereof (and shall satisfy the information requirements of (a) or (b) above, as the case may be, and satisfy the time requirements thereof if filed within the time period required thereby); however, electronic copies of such reports must still be delivered to the LC Issuer. (c) Officer s Certificates. At the time of the delivery of the financial statements under clauses (a) and (b) above, (i) a certificate of a Responsible Officer of the Account Party or Holdings which certifies that such financial statements fairly present the financial condition and the consolidated results of operations of Holdings and its subsidiaries including the Account Party on the dates and for the periods indicated in accordance with GAAP, subject, in the case of interim financial statements, to normally recurring year-end adjustments and (ii) a certificate of a Responsible Officer of the Account Party which certifies that such officer has reviewed or caused to be reviewed the terms of the Transaction Documents and has made, or caused to be made under his or her supervision, a review in reasonable detail of the business and condition of the Account Party during the accounting period covered by such financial statements, and that as a result of such review such officer has concluded that no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing as at the end of such period, specifying the nature and extent thereof and the action the Account Party proposes to take in respect thereof. (d) Certain Notices. Promptly after the occurrence thereof, notice of (i) the occurrence of any Default or Event of Default, (ii) any litigation or governmental proceeding pending or threatened in writing against the Account Party which would reasonably be expected to result in a Material Adverse Effect or that challenges the validity of any of the Transaction Documents, (iii) the rendering of any material order in the Bankruptcy Case, (iv) any event of default under the DIP Facility and (v) any event, act or condition which could reasonably be expected to result in a Material Adverse Effect. -A-9-

105 (e) Other Information. From time to time, such other information or documents (financial or otherwise) as the LC Issuer may reasonably request. Section Compliance with Law. The Account Party shall take such commercially reasonable action so as to ensure that at all times the representation in Section 10.7 is true and correct. Section Maintenance of Existence. The Account Party shall do, or cause to be done, all things reasonably necessary to preserve and keep in full force and effect its corporate existence. SECTION 12 NEGATIVE COVENANTS. The Account Party covenants and agrees that on and after the date hereof until the Facility Termination Date: Section LC Issuer s Consent Rights to Plan. The Account Debtor shall not propose or consent to a Chapter 11 plan (a Plan ) or entry of an order in the Bankruptcy Case without the prior written approval of the LC Issuer unless (i) the Plan or order expressly provides for the LC Issuer s first priority Lien on the Collateral and otherwise is not adverse to the rights, remedies or interests of the LC Issuer under the Transaction Documents or (ii) the Obligations are paid in full and all LCs have been terminated. Section Liens. The Account Party shall not create or permit to exist any Lien on the Collateral other than in favor of the LC Issuer. SECTION 13 EVENTS OF DEFAULT. Section Events of Default. Each of the following events, acts, occurrences or conditions shall constitute an Event of Default under this Agreement: (a) Failure to Make Payments. The Account Party shall default in the payment when due of any Reimbursement Payments, fees or any other amounts owing hereunder or under any other Transaction Document and, in the case of fees or other amounts, such default shall continue unremedied for a period of 3 Business Days. (b) Breach of Representation or Warranty. Any representation or warranty made by the Account Party herein or in any other Transaction Document or in any certificate or statement delivered pursuant hereto or thereto shall prove to be false or misleading in any material respect on the date as of which made or deemed made, confirmed or furnished. (c) Breach of Covenants. The Account Party shall fail to perform or observe any agreement, covenant or obligation required to be performed by the Account Party arising hereunder or under any other Transaction Document and, except in the case of a default under Section 7.2, such default shall continue unremedied for a period of 5 Business Days. -A-10-

106 (d) Transaction Documents. This Agreement or any other Transaction Document shall cease to be enforceable and in full force and effect or the Account Party shall assert that any such document is unenforceable or not in full force and effect. (e) DIP Facility. There shall be an event of default and an acceleration of obligations under the DIP Facility or a payment default under the DIP Facility. (f) Change of Control. Holdings shall cease to own 100% of the equity interests in the Account Party. Section Rights and Remedies. Upon the occurrence of any Event of Default, all Obligations shall, upon notice from the LC Issuer, become immediately due and payable. The Account Party waives all rights relative to presentation, demand, or protest or other requirements of any kind (including valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by the Account Party to the extent permitted by applicable law. In addition to the foregoing, upon the occurrence of any Event of Default, the LC Issuer may (x) exercise all of its rights under the Transaction Documents and under applicable law or otherwise and (y) apply all proceeds of Collateral to the Obligations. Section Late Charges. If any amounts due and owing hereunder or under any other Transaction Document are unpaid for three or more Business Days (whether as a result of acceleration or otherwise), the Account Party shall pay, in addition to any other sums due hereunder or under any other Transaction Document (and without limiting the rights and remedies of the LC Issuer on account thereof), a late charge equal to 5.0% of such unpaid amount. SECTION 14 MISCELLANEOUS. Section Payment of Expenses. The Account Party shall, whether or not the transactions hereby contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the LC Issuer in connection with (i) the negotiation, preparation, execution and delivery of the Transaction Documents and the documents and instruments referred to therein, (ii) the creation, perfection or protection of the LC Issuer s Liens in the Collateral, (iii) the LC Issuer s due diligence review in connection with the transactions contemplated hereby and the other Transaction Documents and the administration of the Transaction Documents, (iv) any amendment, waiver or consent relating to any of the Transaction Documents, and (v) any rights, remedies or enforcement actions by the LC Issuer. Section Indemnity. The Account Party shall indemnify the LC Issuer and its respective officers, directors, employees, representatives and agents (each an Indemnitee ) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may at any time (including at any time following the payment of the Obligations) be -A-11-

107 imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) the execution, delivery or performance of any Transaction Document or any related agreement or any transaction contemplated by any Transaction Document or any related agreement, (ii) the issuance of any Letter of Credit or any matter related to any Letter of Credit, (iii) the grant to the LC Issuer of any Lien in any Collateral, and (iv) the exercise by the LC Issuer of its rights and remedies under, or in respect of any Transaction Documents or matters contemplated thereby (but excluding, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred by reason of the gross negligence or willful misconduct of such Indemnitee or its Affiliates as finally determined by a court of competent jurisdiction). The Account Party s obligations under this Section shall survive the termination of this Agreement and the payment of the Obligations. Section Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, the LC Issuer is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Account Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or owing by such LC Issuer to or for the credit or the account of the Account Party against and on account of the Obligations. Section Notices. Except as otherwise expressly provided herein, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing and delivered by hand delivery, by electronic mail ( ), which may include a document in portable document format (PDF), by a reputable overnight courier service or by U.S. mail. Such notice shall be deemed to have been duly given or made when delivered by hand, one Business Day after deposited with a reputable overnight courier, five Business Days after being deposited in the United States mail, postage prepaid, or, in the case of a PDF sent by , when sent if it is on a Business Day between 9:00 a.m. and 5:00 p.m. (based on the time of the recipient) and if not, then on the next Business Day, in each case if delivered to the address on the signature pages hereto or such other address as may be communicated in accordance with this Section Section Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Account Party, the LC Issuer and their respective successors and assigns, except that the Account Party may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the LC Issuer. Section Amendments and Waivers. Neither this Agreement nor any terms hereof may be amended, restated, supplemented, modified or waived except by written consent of the parties hereto. Section No Waiver; Remedies Cumulative. No failure or delay on the part of the LC Issuer in exercising any right, power or privilege hereunder or under any other Transaction Document and no course of dealing between the Account Party and the LC Issuer -A-12-

108 shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Transaction Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the LC Issuer would otherwise have. No notice to or demand on the Account Party in any case shall entitle the Account Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the LC Issuer to any other or further action in any circumstances without notice or demand. Section Governing Law; Submission to Jurisdiction. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT SECTION OF THE NEW YORK GENERAL OBLIGATIONS LAW). Section Exculpation; Limitation on Liability. (a) The LC Issuer shall not be liable for any action lawfully taken or omitted to be taken by it or any Person acting on its behalf or at its request under or in connection with this Agreement or any other Transaction Document (except for its or such Person s own gross negligence or willful misconduct). (b) Without affecting any rights the LC Issuer may have under applicable law (including under the UCP), the Account Party agrees that the LC Issuer or any of its officers or directors shall be liable or responsible for, and the obligations of the Account Party to the LC Issuer hereunder shall not in any manner be affected by: (i) the use which may be made of any Letter of Credit or the proceeds thereof by the beneficiary of such Letter of Credit or any other Person; (ii) the validity, sufficiency or genuineness of documents other than the Letters of Credit, or of any endorsement(s) thereon, even if such documents should, in fact, prove to be in any or all respects invalid, insufficient, fraudulent or forged or any statement therein proves to be untrue or inaccurate in any respect whatsoever; or (iii) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer may accept documents that appear on their face to be in order without responsibility of further investigation. As between the Account Party and the LC Issuer, the Account Party assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, the respective beneficiaries of the Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer shall not be responsible for, nor shall any of the following affect, impair or prevent the vesting of any of the LC Issuer s powers or rights hereunder: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with any Request for Issuance, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, -A-13-

109 telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any Drawing under such Letter of Credit; and (viii) any consequences arising from causes beyond the control of the LC Issuer, including any acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority. The LC Issuer shall have no obligation whatsoever to make any factual or legal determinations as to the correctness of any demand for payment under any Letter of Credit or other related agreements or as to any other matters before the LC Issuer makes any payments under any Letter of Credit. To the extent permitted by applicable law, the Account Party hereby irrevocably waives (i) diligence, presentment, demand, protest or notice of any kind in connection with any demand or payment under any Letter of Credit, (ii) any requirements that the LC Issuer exhaust any right or remedy against the Account Party or any other Person in connection with any Letter of Credit, and (iii) any claim or defense in connection with any Letter of Credit based on any time or other indulgence granted to the Account Party or any other Person. (c) No claim may be made by the Account Party or any other Person against the LC Issuer or the Affiliates, directors, officers, employees, attorneys or agents of any of them for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Account Party hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Section Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. An electronic signature and a signature delivered as a PDF or an electronic copy of a signature shall be deemed to be the functional equivalent of an original wet ink signature for all purposes. Section Marshalling; Recapture. The LC Issuer shall not be under any obligation to marshal any assets in favor of the Account Party or any other party. To the extent the LC Issuer receives any payment in respect of the Obligations, which payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Account Party or its estate, trustee, receiver, custodian or any other party under the Bankruptcy Code or any other applicable law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the amount so repaid and shall be included within the liabilities of the Account Party to the LC Issuer, as of the date such initial payment, reduction or satisfaction occurred. Section Severability. In case any provision in or obligation under this Agreement or the other Transaction Documents shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. -A-14-

110 Section Survival. The provisions of Section 14 shall survive termination of this Agreement and the other Transaction Documents. Section Waiver of Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER. Section USA Patriot Act. The LC Issuer hereby notifies the Account Party that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L (signed into law October 26, 2001)) (the Act ), it is required to obtain, verify and record information that identifies the Account Party, which information includes the name and address of the Account Party and other information that will allow the LC Issuer to identify the Account Party in accordance with the Act. (Signature Pages Follow) -A-15-

111 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written. -A-16- APPVION, INC. as Account Party By: Name: Title: Notice Address: 825 E. Wisconsin Avenue Appleton, WI Attention: Luke Kelly Phone: With a copy to: DLA Piper LLP (US) 1251 Avenue of the Americas 27th Floor New York, NY Attention: Shmuel Klahr shmuel.klahr@dlapiper.com Phone:

112 CITIZENS BANK, N.A., as LC Issuer By: Name: Title: Notice Address: Citizens Bank, N.A. 20 Cabot Road Medford, MA Attention: International Letter of Credit Department Attention: Patricia Murphy Assistant Vice President Phone No.: With a copy to: Jill Bronson One Logan Square, Suite 2000 Philadelphia, PA jill.bronson@dbr.com Phone No.: A-17-

113 ANNEX I DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: Account Collateral shall mean all cash, money, funds, instruments, securities and other property credited to or held in or maintained at the LC Collateral Account from time to time, all interest thereon, if any, all rights in and to the foregoing and all proceeds thereof. Account Party shall have the meaning set forth in the preamble hereof. Affiliate shall mean, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. Aggregate Facility Amount shall have the meaning set forth in Section 2.1. Agreement shall mean this Agreement, as the same may from time to time hereafter be amended, restated, supplemented or otherwise modified. Business Day shall mean any day which is not a Saturday, Sunday or a legal holiday on which commercial banks are authorized or required to be closed in New York City. Closing Date shall mean the conditions set forth in Section 9.1 have been satisfied. Collateral shall mean all property and interests in property now owned or hereafter acquired in or upon which a Lien has been or is purported or intended to have been granted to the LC Issuer and expressly including the LC Collateral Account and Account Collateral. Default. Default shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of DIP Facility shall mean that certain Debtor-in-Possession Credit Agreement, dated as of October 2, 2017, by and among the Account Party, Holdings, Wilmington Trust, National Association, as Administrative Agent, and the other parties party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time, and any replacement thereof. Drawing shall mean a drawing under any Letter of Credit. Event of Default shall have the meaning set forth in Section 13. -A-18-

114 Facility Termination Date shall mean the date that is one year from the Closing Date; provided, however, the Account Party s obligations, including its obligation to maintain cash collateral, shall remain in place so long as there are any Letters of Credit outstanding. GAAP shall mean United States generally accepted accounting principles as in effect from time to time Holdings shall mean Paperweight Development Corp., a Wisconsin corporation. Indemnitee shall have the meaning set forth in Section LC Collateral Account shall mean a special account of the Account Party maintained with the LC Issuer, entitled Appvion, Inc. (Debtor-in-Possession) with account number , to be held by or for the benefit of the LC Issuer as collateral security for the Obligations. LC Issuer shall have the meaning set forth in the preamble hereof. hereof. LC Maturity Date shall mean the first anniversary of the Closing Date unless accelerated sooner pursuant to the terms Letters of Credit shall mean any and all letters of credit issued under this Agreement. Lien shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing lease having substantially the same effect as any of the foregoing and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction, domestic or foreign. Material Adverse Effect shall mean a material adverse effect upon (i) the business, operations, properties, assets or condition (financial or otherwise) of the Account Party, (ii) the ability of the Account Party to perform its obligations in all material respects under the Transaction Documents, (iii) the validity or the priority of the LC Issuer s Liens on the Collateral, or (iv) the rights of the LC Issuer under the Transaction Documents. Obligations shall mean all obligations, liabilities and Indebtedness of every nature of the Account Party from time to time owing to the LC Issuer under this Agreement or any other Transaction Document, whether contingent or fixed, liquidated or unliquidated or otherwise including all Reimbursement Payments, fees, indemnities and expenses. Patriot Act shall have the meaning set forth in Section A-19-

115 Person shall mean and include any individual, partnership, joint venture, firm, corporation, association, trust or other enterprise or any government or political subdivision or agency, department or instrumentality thereof. Plan shall have the meaning set forth in Section Reimbursement Payment shall have the meaning set forth in Section 4.1. Request for Issuance shall have the meaning set forth in Section 3.2. Responsible Officer means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of the Account Party (or, with respect to the financial statements of Holdings, of Holdings) and any other officer of the Account Party (or, with respect to the financial statements of Holdings, of Holdings) so designated by any of the foregoing officers in a notice to the LC Issuer. Sanctioned Person means any Person that is, or is owned or controlled by Persons that are, (a) the subject or target of any Sanctions or (b) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions. Sanctions means any sanctions administered or enforced by OFAC, the U.S. Department of State, or other relevant sanctions authority. Taxes shall have the meaning set forth in Section 8.2. Transaction Documents shall mean this Agreement, any deposit account control agreement, application or other agreement, instrument or document that may be entered into from time to time hereunder or in connection herewith. UCP shall mean the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500, 1993 Revision, as amended and as in effect from time to time; provided that for any newly issued Letters of Credit hereunder, UCP shall mean the International Standby Practices (effective January 1, 1999). -A-20-

116 SCHEDULE I LETTERS OF CREDIT See attached. -A-21-

117 Exhibit 10.3 Execution Version LIMITED WAIVER, CONSENT TO APPROVED BUDGET AND FOURTH AMENDMENT TO DIP CREDIT AGREEMENT This LIMITED WAIVER, CONSENT TO APPROVED BUDGET AND FOURTH AMENDMENT TO DIP CREDIT AGREEMENT (this Agreement ) is dated as of March 14, 2018 and entered into by and among APPVION, INC., a Delaware corporation (the Borrower ), PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation ( Holdings ), each lender party hereto (collectively, the Lenders and individually, a Lender ), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent (the Administrative Agent ). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the DIP Credit Agreement (as defined below). PRELIMINARY STATEMENTS WHEREAS, the Borrower, Holdings, the Lenders and Administrative Agent are parties to that certain Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of October 2, 2017, as amended by that certain Amendment to Superpriority Senior Debtor-In-Possession Credit Agreement, dated as of October 18, 2017, that certain Second Amendment to Superiority Debtor-in-Possession Credit Agreement, dated as of October 31, 2017, that certain Third Amendment to Superpriority Senior Debtor-In-Possession Credit Agreement, dated as of February 2, 2018, and as may be otherwise amended or modified from time to time prior to the Amendment Effective Date (the DIP Credit Agreement ); WHEREAS, the DIP Credit Agreement was approved on a final basis by the Bankruptcy Court in the Chapter 11 Cases by entry of a final order, dated October 31, 2017 (the Final DIP Order ); WHEREAS, certain Events of Defaults listed on Annex I hereto have occurred and may be continuing or are reasonably likely to occur under the DIP Credit Agreement (collectively, the Existing Defaults ); WHEREAS, pursuant to Section 6.14 of the DIP Credit Agreement, the Borrower has delivered to the Administrative Agent a proposed modification to the Approved Budget, such modification being attached hereto as Exhibit A ( Modified Approved Budget ), which Modified Approved Budget will be effective only upon approval by the Required Lenders in their reasonable sole discretion; WHEREAS, concurrently herewith, the Borrower has informed the Required Lenders that it intends to enter into that certain Superpriority Senior Debtor-In-Possession Credit Agreement pursuant to which the Borrower intends to borrow up to $100 million in new term loans (the Senior DIP Facility ), the proceeds of which shall be used, in part, to repay in full in cash the NM Term Loan Obligations; WHEREAS, Borrower has requested that the Required Lenders waive the Existing Defaults and approve the Modified Approved Budget retroactive to December 25, 2017;

118 WHEREAS, the Required Lenders are willing to waive the Existing Defaults and approve the Modified Approved Budget retroactive to December 25, 2017, solely in accordance with the terms and subject to the conditions herein set forth. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: Section 1. CONSENT TO MODIFIED APPROVED BUDGET 1.1 Consent to Modified Approved Budget. A. The Required Lenders in their reasonable sole discretion hereby approve and consent to the Modified Approved Budget with the understanding that the Modified Approved Budget shall become the Approved Budget for all purposes under the Loan Documents and the Final DIP Order effective as of December 25, For the avoidance of doubt, the Modified Approved Budget shall not be the Approved Budget for purposes of the DIP Credit Agreement until the Amendment Effective Date. B. The Agreement set forth herein shall be precisely as written as relates solely to the Modified Approved Budget to the extent set forth above and shall be subject to the Loan Parties compliance with the terms of this Agreement. Nothing in this Agreement shall be deemed to (i) constitute approval of any other modification to the Approved Budget or any other term, provision or condition of the DIP Credit Agreement, the other Loan Documents or any other instrument or agreement referred to therein; or (ii) prejudice any right or remedy that the Administrative Agent or any Lender may now have (except to the extent such right or remedy was based upon Existing Defaults that will not exist after giving effect to this Agreement) or may have in the future under or in connection with the DIP Credit Agreement, the other Loan Documents or any other instrument or agreement referred to therein. Section 2. LIMITED WAIVER 2.1 Limited Waiver. A. Effective as of the Amendment Effective Date (as defined in Section 4 below) and the date of any of the following Defaults or Events of Default, the Required Lenders hereby waive (i) each Existing Default and any other Default or Event of Default arising out of such Existing Default (including without limitation, any breaches of representations and warranties and reporting and notice obligations relating to or arising from such Existing Defaults) and any right to claim default interest or late fees with respect to such Existing Defaults under the Loan Documents and (ii) the obligation of the Borrower to make a mandatory prepayment pursuant to Section 2.05 (b)(ii) of the DIP Credit Agreement with the proceeds of the loans under the Senior DIP Facility solely to the extent such proceeds exceed the amount of the NM Term Loan Obligations. 2

119 B. The waiver set forth above in Section 2.1(A) shall be limited precisely as written and relates solely to the noncompliance of the Borrower with respect to the Existing Defaults and Section 2.05(b)(ii) in the manner and to the extent described above. Nothing in this Agreement shall be deemed to (i) constitute a waiver of compliance by Borrower with respect to a Default or Event of Default or Section 2.05(b)(ii) in any other instance or with respect to any other term, provision or condition of the DIP Credit Agreement, the other Loan Documents or any other instrument or agreement referred to therein; or (ii) prejudice any right or remedy that Administrative Agent or any Lender may now have (except to the extent such right or remedy was based upon Existing Defaults that will not exist after giving effect to this Agreement) or may have in the future under or in connection with the DIP Credit Agreement, the other Loan Documents or any other instrument or agreement referred to therein. Section 3. AMENDMENT TO CREDIT AGREEMENT 3.1 In accordance with Section of the DIP Credit Agreement, upon the occurrence of the Amendment Effective Date, the DIP Credit Agreement is amended as follows: 3.2 Amendment to Section 1: Definitions: A. Section 1.01 of the DIP Credit Agreement is hereby amended by adding thereto the following definition, which shall be inserted in proper alphabetical order: Auction has the meaning assigned to such term in Section 6.21(iii). Bid Procedures Order has the meaning assigned to such term in Section 6.21(i). Fourth Amendment means that certain Limited Waiver, Consent to Approved Budget and Fourth Amendment to DIP Credit Agreement dated as of March 14, 2018, by and among the Borrower, Holdings, each Lender party thereto, and the Administrative Agent. Fourth Amendment Effective Date has the meaning assigned to the term Amendment Effective Date in the Fourth Amendment. PIK Election has the meaning assigned to such term in Section 2.08(c). PIK Interest shall have the meaning assigned to such term in Section 2.08(c). Sale has the meaning assigned to such term in Section 6.21(i). Sale Order has the meaning assigned to such term in Section 6.21(iv). Senior DIP Facility means that certain Superpriority Senior Debtor-In-Possession Credit Agreement, to be entered into by and among Borrower, Holdings, each lender from time to time party thereto and Wilmington Trust, National Association, as administrative agent, which shall consist of a superpriority term loan facility with an aggregate principal amount of up to $100,000,000 (plus the amount of any interest added to principal pursuant to the terms thereof), as well as other financial accommodations and any other documents or agreements related thereto. Stalking Horse has the meaning assigned to such term in Section 6.21(i). 3

120 Winning Bidder has the meaning assigned to such term in Section 6.21(iii). 3.3 Amendment to Section 2.08: Interest. A. Section 2.08(c) of the DIP Credit Agreement is hereby amended by deleting subsection 2.08(c) in its entirety and substituting the following therefor: (c) Interest on each Loan shall be due and payable in arrears in cash on each Interest Payment Date applicable thereto and at such other times as may be specified herein; provided that solely upon the written election of the Backstop Party (which may be terminated or revoked by the Backstop Party any time upon the occurrence of an Event of Default but no later than three (3) Business Days prior to the Interest Payment Date) substantially in the form attached hereto as Exhibit K delivered to Borrower and the Administrative Agent at least five (5) Business Days prior to such Interest Payment Date (a PIK Election ), the interest payable to the Backstop Party on such Interest Payment Date may be paid in kind by increasing the outstanding principal amount of the Term Loan in respect of which such interest is paid by an amount equal to such accrued interest, and the amount so added to principal shall be a Term Loan for all purposes hereunder (such amount, the PIK Interest ). Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 3.4 Amendment to Section 2.12: Payments Generally; Administrative Agent s Clawback. A. The second sentence of Section 2.12(a) is hereby amended by deleting All and substituting the following therefor: Subject to any PIK Election made by the Backstop Party in accordance with Section 2.08(c), all. 3.5 Amendment to Section 2.17: Security and Priority. A. Section 2.17 of the DIP Credit Agreement is hereby amended by adding the following clause to the end of the proviso in Section 2.17(b) thereof: and (z) subordinate to the liens securing the obligations under the Senior DIP Facility. B. Section 2.17 of the DIP Credit Agreement is hereby amended by adding the following immediately prior to the proviso in Section 2.17(c) thereof: and the liens securing the obligations under the Senior DIP Facility. C. Section 2.17 of the DIP Credit Agreement is hereby amended by adding the following clause to the end of the proviso in Section 2.17(d) thereto: and (z) the liens securing the obligations under the Senior DIP Facility. 4

121 D. Section 2.17 of the DIP Credit Agreement is hereby amended by deleting subsection 2.17(e) in its entirety. 3.6 Amendment to Article VI: Affirmative Covenants. A. Article VI of the DIP Credit Agreement is hereby amended by removing Section 6.19 in its entirety and substituting the following therefor: [Reserved]. B. Section 6.14(a) of the DIP Credit Agreement is hereby amended by deleting the third through eighth sentences thereof in their entirety and substituting the following therefor: The Approved Budget, as modified pursuant to the Fourth Amendment, shall be updated, modified or supplemented (with the consent and/or at the request of the Required Lenders) from time to time, but in any event not less than on a bi-weekly basis (commencing with the second Thursday following the Fourth Amendment Effective Date, and such update, modification or supplement shall be in form and detail consistent with the prior Approved Budget (with the delivery to the Administrative Agent being made on alternating Thursdays). Notwithstanding anything to the contrary, the Required Lenders may approve all, none or only a portion of such update, modification or supplement to the Approved Budget for any period covered by such update, modification or supplement as determined by the Required Lenders in their reasonable sole discretion; provided, however, once any period or any portion of an Approved Budget has been approved it may not later be rejected, modified or supplemented by the Required Lenders or Administrative Agent. Upon approval of each such update, modification or supplement to the Approved Budget or portion thereof by the Required Lenders in their reasonable sole discretion, the Approved Budget as so updated, modified or supplemented shall then become the Approved Budget for all purposes hereunder and under the Final Financing Order. No such update, modification or supplement to any Approved Budget or portion thereof shall be effective until so approved. Approval of such update, modification or supplement or portion thereof shall be evidenced by a writing delivered (which may be through electronic transmission) by the Required Lenders (which may be by their counsel or financial advisors on their behalves). In the event that any update, modification or supplement to any Approved Budget or portion thereof is not approved, the existing Approved Budget, without giving effect to such update, modification or supplement to the extent not approved, shall remain in effect. Each update, modification or supplement to an Approved Budget delivered to the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Lenders. The Borrower shall deliver to the Administrative Agent and PJT Partners LP on or before 11:59 p.m. (New York time) on Thursday of each Week (unless such day is not a Business Day, in which event the next succeeding Business Day): (i) a compliance certificate, in form and substance satisfactory to the Administrative Agent and the Required Lenders, signed by a Responsible Officer certifying that no Default or Event of Default has 5

122 occurred and is continuing or, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) a consolidated accounts payable aging report as of the Friday of the Prior Week, (iii) a Budget Variance Report, (iv) copies of any notices received in connection with the Second Lien Notes and (v) such other information as may be reasonably requested by the Administrative Agent or the Lenders. Each of the foregoing shall be in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders. C. Article VI of the DIP Credit Agreement is hereby amended by adding the following Section 6.21 and Section 6.22 at the end thereof: 6.21 Sale Process Milestones. Achieve each of the milestones set forth below in accordance with the applicable timing referred to below (or such later dates as approved in writing by the Required Lenders): (i) Not later than March 13, 2018, the Bankruptcy Court shall have entered an order, in form and substance satisfactory to the Administrative Agent and the Required Lenders, approving the procedures for submission of competing bids with respect to the sale of substantially all assets of the Loan Parties (the Sale and such order, the Bid Procedures Order ), which shall provide, among other things, that the Administrative Agent or its designee, which may include a new company to be formed or sub-agent to be designated on behalf of the Secured Parties (the Stalking Horse ), shall be the stalking horse bidder with respect thereto.. (ii) Not later than April 23, 2018, if at least one qualified competing bid is received in addition to the Stalking Horse bid, an auction ( Auction ), shall be held to determine the winning bidder for the Sale (the Winning Bidder ). (iii) Not later than April 26, 2018, a hearing shall be held on approval of the Sale, and not later than April 30, 2018, the Bankruptcy Court shall enter an order, in form and substance satisfactory to the Administrative Agent and the Required Lenders (the Sale Order ), approving the Sale to the Winning Bidder (with such order to provide for (a) the sale of the assets free and clear of liens, claims and liabilities other than those the Winning Bidder has expressly chosen to assume, (b) if the Winning Bidder is the Stalking Horse, repayment of the entire principal amount plus interest of the NM Loans at the closing of the Sale as provided by the Stalking Horse purchase agreement (unless otherwise agreed in accordance with the terms of the Loan Documents) and (c) if the Winning Bidder is not the Stalking Horse, repayment of the entire principal amount plus interest of the Roll-Up Loans and NM Loans, together with all other obligations outstanding under the Existing DIP Loan Documents (other than inchoate indemnification obligations and unasserted claims for reimbursement) and Loans together with all other Obligations outstanding under the Loan Documents (unless otherwise agreed in accordance with the terms of the Loan Documents). 6

123 (iv) Not later than May 30, 2018, the closing of the Sale shall occur, all Obligations in respect to the Senior DIP Facility (including principal (including PIK Interest) and interest thereon) shall be repaid in full in cash, including by conversion of the into the Exit Facility (as defined in the Senior DIP Facility), and if the Winning Bidder is not the Stalking Horse, all obligations in respect of the Roll-Up Loans (including principal and interest thereon) together with all other Obligations outstanding under the Loan Documents shall be repaid in full in cash. Section 6.22 Agreement with USW. Obtain the prior written consent of the Required Lenders before any Loan Part or any other Person on behalf of a Loan Party enters into any agreement or modification of or supplement to any existing agreement with the United Steelworkers of America or any affiliate or representative thereof. 3.7 Amendment to Article VII: Negative Covenants. A. Section 7.03 of the DIP Credit Agreement is hereby amended by deleting subsection (p) in its entirety and substituting the following therefor: (p) Liens securing the Indebtedness arising pursuant to the Senior DIP Facility; B. Section 7.08(c) of the DIP Credit Agreement is hereby amended by deleting the first parenthetical therein and substituting the following therefor: (other than obligations of the Loan Parties pursuant to the Loan Documents and the documents under the Senior DIP Facility) C Section 7.11 of the DIP Credit Agreement is hereby amended by adding and (h) the Senior DIP Facility immediately prior to the. at the end thereof. D. Section 7.25 of the DIP Credit Agreement is hereby amended by adding and the obligations arising under the Senior DIP Facility at the end thereof. 3.8 Amendment to Article VIII: Events of Default. A. Section 8.01 of the DIP Credit Agreement is hereby amended by deleting subsection (c) it in its entirety and substituting the following therefor: (c) any Loan Party shall default in the observance or performance of (A) any agreement contained in Sections 6.01, 6.02, clauses (i) and (ii) of Section 6.04(a) (with respect to Holdings and the Borrower only), 6.05, 6.06, 6.07(a), 6.08, 6.09, 6.10, 6.12, 6.19, 6.20, 6.21, or 6.22, or Article VII of this Agreement 7

124 or Section 5.5 of either Guarantee and Collateral Agreement, (B) any agreement contained in Section 6.14 and, with respect to a default referenced in this clause (B), such default shall continue unremedied for a period of five (5) days, or (C) any agreement contained in Sections 6.03, 6.07(b), (c), (d), (e) and (f), and, with respect to a default referenced in this clause (C), such default shall continue unremedied for a period of ten (10) days; or. B. Section 8.01 of the DIP Credit Agreement is hereby amended by deleting subsection (s) in its entirety and substituting the following therefor: (s) an order of the Bankruptcy Court granting, other than in respect of the Loans, the Carve-Out and the Senior DIP Facility or as otherwise permitted under the applicable Loan Documents, any claim entitled to superpriority administrative expense claim status in the Chapter 11 Cases pursuant to Section 364(c)(1) of the Bankruptcy Code pari passu with or senior to the claims of the Administrative Agent and the Lenders under the Loan Documents, or the filing by any Loan Party of a motion or application seeking entry of such an order; C. Section 8.01 of the DIP Credit Agreement is hereby amended by deleting subsection (t) in its entirety and substituting the following therefor: (t) other than with respect to the Carve-Out, the Senior DIP Facility and the Liens provided for in the Loan Documents (subject, in the case of the Loans, to the priority set forth in the Financing Orders and Section 2.17), the Borrower or any other Loan Party shall create or incur, or the Bankruptcy Court enters an order granting, any claim on Collateral which is pari passu with or senior to any liens under the Prepetition First Lien Facility, the adequate protection liens and adequate protection obligations granted under the Interim Financing Order in contravention of the lien priorities specified in Section 2.17; D. Section 8.01(u) of the DIP Credit Agreement is hereby amended by adding except for any perceived or actual noncompliance in connection with the Loan Parties entering into the Senior DIP Facility at the end thereof. 3.9 Modification of Exhibits. A. Exhibit K. The DIP Credit Agreement is hereby amended by adding to the end thereof a new Exhibit K attached hereto as Annex II to this Amendment. Section 4. CONDITIONS TO EFFECTIVENESS A. This Agreement shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the Amendment Effective Date ): On or before the Amendment Effective Date, Company shall deliver to the Administrative Agent the following, each, unless otherwise noted, dated the Amendment Effective Date: (i) Copies of this Agreement fully executed by all parties hereto; and 8

125 (ii) A copy of the Modified Approved Budget in form and substance acceptable to the Required Lenders. (iii) A copy of an order in form and substance acceptable to the Administrative Agent and the Required Lenders entered by the Bankruptcy Court authorizing the Debtors to enter into this Agreement, which order shall not have been (A) stayed, vacated or reversed, or (B) amended or modified except as otherwise agreed in writing by the Required Lenders in their sole discretion; (iv) A copy of an order in form and substance acceptable to the Administrative Agent and the Required Lenders entered by the Bankruptcy Court authorizing the Debtors to enter into the Senior DIP Facility, which order shall not have been (A) stayed, vacated or reversed, or (B) amended or modified except as otherwise agreed in writing by the Required Lenders in their sole discretion; (v) Evidence that the Senior DIP Facility shall be in full force and effect; and (vi) A copy of an order in form and substance acceptable to the Administrative Agent and the Required Lenders entered by the Bankruptcy Court approving that certain Motion of Debtors for Entry of Order (I) (A) Approving and Authorizing Bidding Procedures in Connection with the Sale of Substantially All Assets, (B) Approving Stalking Horse Protections, (C) Approving Procedures Related to Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (D) Approving the Form and Manner of Notice Thereof, and (II)(A) Approving and Authorizing Sale of Substantially All Debtor Assets to Successful Bidder Free and Clear of All Liens, Claims, Encumbrances and Other Interest, (b) Approving Assumption and Assignment of Certain Executory Contracts an Unexpired Leases Related Thereto, and (C) Granting Related Relief, filed as of February 8, 2018, which order shall not have been (y) stayed, vacated or reversed, or (z) amended or modified except as otherwise agreed in writing by the Required Lenders in their sole discretion. Section 5. REPRESENTATIONS AND WARRANTIES In order to induce the Administrative Agent and Lenders to enter into this Agreement, the Loan Parties hereby, jointly and severally, represent and warrant to the Administrative Agent and each Lender that the following statements are true, correct and complete: A. Corporate Power and Authority. Each Loan Party has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under this Agreement. B. Authorization of Agreements. The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of each of the Loan Parties. 9

126 C. No Conflict. The execution and delivery of this Agreement will not (i) violate any Requirement of Law, the Organization Documents of the Group Members or any order, judgement or decree of any court or other agency of government binding on the Group Members, including the Final DIP Order, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Group Members, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Group Members (other than the Liens created under any of the Security Documents), or (iv) require any approval or consent of any Person under any Contractual Obligations of the Group Members. D. No Material Adverse Effect. No Requirements of Law or Contractual Obligations applicable to any Group Member could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. E. Governmental Consents. The execution and delivery by the Borrower and Holdings of this Agreement does not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, including the Bankruptcy Court. F. Binding Obligation. This Agreement has been duly executed and delivered by the Loan Parties and this Agreement is the legally valid and binding obligation of the Loan Parties, enforceable against the Loan Parties in accordance with their respective terms. G. Incorporation of Representations and Warranties From DIP Credit Agreement. The representations and warranties contained in Article V of the DIP Credit Agreement are and will be true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. H. Absence of Default. Other than the Existing Defaults, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Agreement that would constitute a Default or an Event of Default after giving effect to the Agreement and Waiver granted herein. Section 6. ACKNOWLEDGEMENT AND CONSENT Each Guarantor listed on the signatures pages hereof (each, a Guarantor ) hereby acknowledges and agrees that any of the Guarantee and Collateral Agreements to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement. Each Guarantor represents and warrants that all representations and warranties contained in this Agreement and each Loan Document to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding any conditions to effectiveness set forth in this Agreement, such Guarantor is not required by the terms of the DIP Credit Agreement or any other Loan Document to Agreement to the amendments to the DIP Credit Agreement effected pursuant to this Agreement and (ii) nothing in the DIP Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the DIP Credit Agreement. 10

127 Section 7. MISCELLANEOUS A. Reference to and Effect on the DIP Credit Agreement and the Other Loan Documents. (i) On and after the Amendment Effective Date, each reference in the DIP Credit Agreement to this Agreement, hereunder, hereof, herein or words of like import referring to the DIP Credit Agreement, and each reference in the other Loan Documents to the Credit Agreement, thereunder, thereof or words of like import referring to the DIP Credit Agreement shall mean and be a reference to the DIP Credit Agreement as amended by this Agreement. (ii) Except as specifically amended by this Agreement, the DIP Credit Agreement, the Final DIP Order and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (iii) This Agreement is a Loan Document. The failure by any Loan Party to timely comply with any of the covenants contained in this Agreement or the inaccuracy of any representation or warranty contained in Section 3 of this Agreement made by any Loan Party herein on or as of the date made shall constitute an immediate Event of Default. B. Fees and Expenses. The Borrower acknowledges that all costs, fees and expenses incurred with respect to this Agreement and the documents and transactions contemplated hereby shall be provided for as described in, and solely to the extent required by, Section 11.04(a) of the DIP Credit Agreement. C. Headings. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. D. Applicable Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE. E. Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement shall become effective upon the 11

128 execution of a counterpart hereof by the Borrower and the Required Lenders and receipt by the Borrower and Administrative Agent of written notification of such execution and authorization of delivery thereof, except as provided in Section 4 hereof with respect to Sections 1, 2 and 3. F. Agent Authorization. Each of the undersigned Lenders hereby authorizes the Administrative Agent to execute and deliver this Agreement and, by its execution below, each of the undersigned Lenders agrees to be bound by the terms and conditions of this Agreement. [Remainder of page intentionally left blank] 12

129 Exhibit A See attached.

130 Appvion, Inc. Revised DIP Budget (1)* 13 Weeks Ended May 20, 2018 As of March 1, 2018 Amounts in $000s Forecast Week Week Beg. Monday Week End. Sunday Note 1 2/26/2018 3/4/ /5/2018 3/11/ /12/2018 3/18/ /19/2018 3/25/ /26/2018 4/1/ /2/2018 4/8/ /9/2018 4/15/ /16/2018 4/22/ /23/2018 4/29/ /30/2018 5/6/ /7/2018 5/13/ /14/2018 5/20/ /21/2018 5/27/ Week Total Operating Receipts Domestic Receipts $ 9,676 $ 9,676 $ 10,302 $ 10,240 $ 10,601 $ 10,467 $ 10,467 $ 10,467 $ 10,467 $ 11,138 $ 12,325 $ 12,325 $ 12,325 $ 140,479 International Receipts 2,166 2,166 2,166 2,166 2,166 2,846 2,846 2,846 2,846 2,803 2,803 2,803 2,803 33,429 Other 1,296 1,296 Total Operating Receipts 11,843 13,139 12,469 12,406 12,768 13,313 13,313 13,313 13,313 13,941 15,128 15,128 15, ,204 Operating Disbursements (2) Payroll & Taxes (4,078) (3,928) (4,078) (4,078) (4,342) (3,878) (3,878) (28,260) Pension (3) Materials (6,529) (6,735) (8,055) (7,146) (7,401) (8,509) (9,246) (7,700) (8,241) (7,987) (8,051) (7,497) (7,583) (100,679) Repairs & Maintenance (4) (201) (89) (112) (562) (154) (119) (70) (147) (154) (119) (70) (147) (1,941) Utilities (143) (261) (1,021) (214) (309) (261) (475) (760) (261) (166) (356) (224) (451) (4,903) Freight (714) (670) (734) (711) (690) (857) (845) (706) (898) (857) (845) (706) (898) (10,132) Insurance (5) (840) (415) (391) (474) (465) (398) (958) (507) (412) (398) (458) (507) (494) (6,717) IT & Professional Services (6) (77) (87) (62) (22) (307) (223) (60) (50) (49) (223) (60) (50) (49) (1,316) Customer Rebates (300) (685) (130) (80) (180) (110) (134) (181) (1,122) (110) (130) (260) (3,422) Unclassified * (7) (1,003) (880) (589) (882) (1,136) (1,233) (1,163) (1,430) (982) (1,293) (1,163) (1,430) (1,614) (14,798) Total Operating Disbursements (13,883) (9,822) (15,023) (9,529) (15,126) (11,745) (17,078) (11,403) (16,454) (11,187) (14,931) (10,613) (15,374) (172,169) Net Operating Cash Flow (2,041) 3,317 (2,554) 2,877 (2,359) 1,569 (3,765) 1,910 (3,141) 2, ,515 (245) 3,035 Non-Operating Cash Flow Restructuring Professional Fees (8) (480) (0,175) (1,260) (893) (620) (1,010) (735) (985) (1,246) (640) (715) (120) (9,880) KERP / KEIP CapEx (9) (350) (303) (374) (374) (374) (682) (607) (682) (607) (344) (344) (440) (440) (5,918) Cash Collateral and L/Cs (10) (2,700) 2,600 (100) Interest / Fees (11) (1,751) (372) (408) (96) (1,746) (48) (88) (11) (1,627) (48) (13) (1,611) (7,820) Other Total Non-Operating Cash Flow (2,581) (4,550) 557 (1,364) (2,740) (1,740) (1,430) (693) (3,218) (1,638) (996) (1,155) (2,171) (23,717) Net Cash Flow before DIP (4,621) ($1,233) ($1,997) $1,513 ($5,099) ($171) ($5,195) $1,218 ($6,359) $1,116 ($799) $3,361 ($2,416) ($20,682) Beginning Cash Balance $ 12,250 $ 7,629 $ 6,396 $ 5,400 $ 6,913 $ 5,314 $ 5,143 $ 5,448 $ 6,666 $ 5,307 $ 6,422 $ 5,624 $ 8,984 $ 12,250 Net Receipts / (Disbursements) (4,621) (1,233) (1,997) 1,513 (5,099) (171) (5,195) 1,218 (6,359) 1,116 (799) 3,361 (2,416) (20,682) Net Cash before Borrowing / (Repayments) 7,629 6,396 4,400 6,913 1,814 5,143 (52) 6, ,422 5,624 8,984 6,568 (8,432)

131 Borrowing / (Repayments) (12) 1,000 3,500 5,500 5,000 15,000 Ending Cash Balance $ 7,629 $ 6,396 $ 5,400 $ 6,913 $ 5,314 $ 5,143 $ 5,448 $ 6,666 $ 5,307 $ 6,422 $ 5,624 $ 8,984 $ 6,568 $ 6,568 Beginning DIP Loan Balance $ 80,000 $ 80,000 $ 80,000 $ 81,000 $ 81,000 $ 84,500 $ 84,500 $ 90,000 $ 90,000 $ 95,000 $ 95,000 $ 95,000 $ 95,000 $ 80,000 DIP Borrowing / (Repayments) 1,000 3,500 5,500 5,000 15,000 Ending DIP Loan Balance $ 80,000 $ 80,000 $ 81,000 $ 81,000 $ 84,500 $ 84,500 $ 90,000 $ 90,000 $ 95,000 $ 95,000 $ 95,000 $ 95,000 $ 95,000 $ 95,000 Total liquidity $ 12,629 $ 26,396 $ 24,400 $ 25,913 $ 20,814 $ 20,643 $ 15,448 $ 16,666 $ 10,307 $ 11,422 $ 10,624 $ 13,984 $ 11,568 $ 11,568 Less Minimum Operating Cash (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) Available liquidity (13) $ 7,629 $ 21,396 $ 19,400 $ 20,913 $ 15,814 $ 15,643 $ 10,448 $ 11,666 $ 5,307 $ 6,422 $ 5,624 $ 8,984 $ 6,568 $ 6,568 * The accompanying notes are an important part of this forecast

132 Appvion, Inc. Revised DIP Budget (1)* 7 Months Ended December 31, 2018 As of March 1, 2018 Amounts in $000s Note Jun 2018 Jul 2018 Aug 2018 Sep 2018 Oct 2018 Nov 2018 Dec Month Total Operating Cash Flow Total Operating Receipts $ 68,183 $ 61,241 $ 54,457 $ 63,924 $ 57,750 $ 56,301 $ 61,311 $ 423,166 Total Operating Disbursements (2) (63,918) (55,420) (51,520) (58,761) (52,982) (51,137) (55,553) (389,291) Net Operating Cash Flow 4,265 5,821 2,938 5,162 4,768 5,164 5,757 33,875 Non-Operating Cash Flow Restructuring Professional Fees (8) (4,285) (2,811) (1,375) (4,100) (2,811) (1,375) (4,336) (21,094) KERP / KEIP CapEx (9) (894) (918) (549) (850) (1,676) (866) (566) (6,320) Cash Collateral and L/Cs (10) Interest & Fees (11) (2,060) (1,709) (1,709) (2,062) (1,712) (1,713) (2,065) (13,029) Other Total Non-Operating Cash Flow (7,239) (5,439) (3,633) (7,012) (6,199) (3,954) (6,968) (40,443) Net Cash Flow before DIP ($2,974) $382 ($695) ($1,850) ($1,432) $1,210 ($1,210) ($6,568) Beginning Cash Balance $ 6,568 $ 5,095 $ 5,477 $ 5,281 $ 5,432 $ 5,000 $ 6,210 $ 6,568 Net Receipts / (Disbursements) (2,974) 382 (695) (1,850) (1,432) 1,210 (1,210) (6,568) Net Cash before Borrowing / (Repayments) 3,595 5,477 4,781 3,432 4,000 6,210 5,000 0 Borrowing / (Repayments) (12) 1, ,000 1,000 5,000 Ending Cash Balance $ 5,095 $ 5,477 $ 5,281 $ 5,432 $ 5,000 $ 6,210 $ 5,000 $ 5,000 Beginning DIP Loan Balance $ 95,000 $ 96,500 $ 96,500 $ 97,000 $ 99,000 $ 100,000 $100,000 $ 95,000 DIP Borrowing / (Repayments) 1, ,000 1,000 5,000 Ending DIP Loan Balance $ 96,500 $ 96,500 $ 97,000 $ 99,000 $100,000 $ 100,000 $100,000 $ 100,000 Ending Liquidity $ 8,595 $ 8,977 $ 8,281 $ 6,432 $ 5,000 $ 6,210 $ 5,000 $ 5,000 Less Mininmum Operating Cash (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) Available Liquidity (13) $ 3,595 $ 3,977 $ 3,281 $ 1,432 $ 0 $ 1,210 $ 0 $ 0 * The accompanying notes are an important part of this forecast

133 Appvion, Inc. Revised DIP Budget As of March 1, 2018 Notes (1) Forecast is prepared on a consolidated basis for domestic and foreign Debtors and non-debtors and does not reflect an emergence from Chapter 11. (2) Operating Disbursements include payments made on account of certain prepetition liabilities pursuant to first day relief (e.g., critical vendors, utilities etc.). Additionally, spend includes inventory build in Classification by category only reflects disbursements to the Company s largest 150 vendors. See note 7 below. (3) The forecast excludes all pension funding in 2018, including all PIUMPF payments and SERP funding, but includes OPEB. (4) Repairs & Maintenance excludes disbursements associated with the Spring Mill maintenance shutdown which was in process at the filing date. Amounts related thereto are included in CapEx (see note 10 below). For financial reporting purposes, such disbursements will be allocated between expenses and capital expenditures, as appropriate. (5) Insurance includes amounts for employee-related group insurance (e.g. medical, dental, etc.) as well as general insurance (e.g. property, casualty, etc.) for the Company s operations. A $0.5M payment for a D&O tail policy is included in mid-april. (6) IT & Professional Services includes amounts paid for server/software support and to ordinary course professionals. (7) Unclassified includes disbursements to smaller vendors that are not individually tracked or analyzed on a weekly basis. These disbursements would fall into the various line item classifications above. See note 2 above. (8) Restructuring Professional Fees includes anticipated payments to the retained professionals (and CRO) of the Debtors and UCC, as well as to legal and financial advisors to 1st Lien and 2nd Lien creditor groups, under the terms of such advisors engagement letters and based on fee application timing. Forecast does not include any success fees that may be payable upon emergence from bankruptcy. (9) CapEx includes normal course and special projects spend. Additionally, see note 4 above. (10) Cash Collateral and L/Cs includes $0.1M of anticipated postpetition L/Cs. (11) Interest & Fees includes: (1) interest payments on all rolled-up prepetition debt, assumed at a monthly LIBOR rate in 2018; (2) interest payments related to the DIP financing that is incremental to rolled-up prepetition debt, paid under the assumption of a monthly LIBOR term with approx. 88% of new money interest burden deferred as Payment-In-Kind; and (3) fees related to the DIP financing. DIP Loan Balances are reflective only of the incremental amount of financing. (12) Borrowing/(Repayment) reflects the amount necessary to maintain a cash balance of at least $5 million. (13) Available Liquidity represents cash balance above minimum of $5M plus undrawn DIP Loan. It is assumed that the DIP is upsized from $85M to $100M during March

134 Annex I Existing Defaults 1. The failure to deliver prior to the Amendment Effective Date any compliance certificate required under Section 6.02(a) of the DIP Credit Agreement, resulting in an Event of Default under Section 8.01(c) of the DIP Credit Agreement; 2. The failure to comply with any Approved Budget prior to the Amendment Effective Date in violation of Section 7.01, resulting in an Event of Default under Section 8.01(c) of the DIP Credit Agreement; 3. The incurrence of Indebtedness in violation of Section 7.02 of the DIP Credit Agreement, the granting of Liens and incurrence of superpriority administrative expense claims under the Senior DIP Facility and any other violation of the DIP Credit Agreement solely as a result of the Senior DIP Facility and the entry of the Senior DIP Facility Order on an interim or final basis, resulting in an Event of Default under Section 8.01; 4. The failure to comply with any reporting requirements prior to the Amendment Effective Date in connection with the Events of Defaults described above, resulting in an Event of Default under Section 8.01(c) of the DIP Credit Agreement; and 5. The breach of any representations or warranties solely as a result of the existence of the Events of Default described above, resulting in an Event of Default under Section 8.01(b) of the DIP Credit Agreement.

135 Wilmington Trust, National Association, as Administrative Agent 50 South Sixth Street, Suite 1290 Minneapolis, MN Attention: Meghan McCauley Annex II FORM OF PIK NOTICE [ ], 201[ ] Ladies and Gentlemen: Reference is made to that certain Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of October 2, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the DIP Credit Agreement ), by and among APPVION, INC., a Delaware corporation (the Borrower ), PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation ( Holdings ), each lender party hereto (collectively, the Lenders and individually, a Lender ), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent (the Administrative Agent ). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the DIP Credit Agreement. This notice constitutes notice of a PIK Election as defined in the DIP Credit Agreement. The undersigned hereby gives you five (5) Business Days prior written notice pursuant to Section 2.08(c) of the DIP Credit Agreement of its election to receive interest on each of its [NM Term Loans] [Roll-Up Loans] [Loans] [in kind] in accordance with Section 2.08 of the DIP Credit Agreement. [remainder of page left intentionally blank]

136 [ ], AS LENDER By: Name: Title:

137 Exhibit 10.4 Execution Version LETTER OF CREDIT FACILITY AGREEMENT LETTER OF CREDIT FACILITY AGREEMENT dated as of February 2, 2018, (as amended, restated modified and/or supplemented, from time to time, this Agreement ) among APPVION, INC., a Delaware corporation (the Account Party ), and CITIZENS BANK, N.A. (the LC Issuer ). W I T N E S S E T H: WHEREAS, the Account Party is a debtor in possession in that certain Chapter 11 Bankruptcy Case filed in the United States Bankruptcy Court for the District of Delaware, Case No (KJC) (the Bankruptcy Case ); WHEREAS, the Account Party has caused certain letters of credit to be issued as more fully described on Schedule 1 hereto and wishes to replace the same and the LC Issuer is interested in replacing them; WHEREAS, the Account Party wishes to cause certain other letters of credit to be issued and the LC Issuer is interested in issuing them; and WHEREAS, the parties wish to set forth the terms under which the LC Issuer may issue such replacement or other letters of credit in its discretion. NOW, THEREFORE, it is agreed: SECTION 1 DEFINITIONS. Section 1.1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in Annex I hereto unless the context otherwise requires. Section 1.2. Rules of Construction. (a) Unless otherwise expressly specified, each reference herein to any document, agreement or contract shall mean such document, agreement or contract as the same may be or has been amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement or other Transaction Document and shall include all exhibits, schedules and clarification letters related thereto. (b) A reference to any law includes any amendment or modification to such law, and all regulations, case law, rulings, interpretations and other law and regulations promulgated under such law. (c) The words include, includes and including are not limiting and shall mean include(s), without limitation or including, without limitation. -1-

138 SECTION 2 LETTER OF CREDIT FACILITY. Section 2.1. Aggregate Facility Amount. Subject to and upon the terms and conditions herein set forth, Letters of Credit may be issued for the account of the Account Party in an aggregate stated amount (including any increases to the stated amount) not to exceed at any time outstanding $5,000,000 (the Aggregate Facility Amount ). Section 2.2. Discretionary Line. All Letters of Credit shall be issued in the discretion of the LC Issuer and the LC Issuer is not obligated to issue Letters of Credit hereunder. Section 2.3. Maturity Date. No Letter of Credit will permit any Drawing after the LC Maturity Date and shall expire no later than the LC Maturity Date. SECTION 3 ISSUANCE OF LETTERS OF CREDIT. Section 3.1. Governing Law of Letters of Credit. The UCP (or, as to matters not governed by the UCP, the law of the State of New York) shall be binding on the Account Party, the LC Issuer and each beneficiary under a Letter of Credit with respect to Letters of Credit, except to the extent otherwise expressly agreed. Section 3.2. Request for Issuance. If the Account Party desires to cause the issuance of Letters of Credit hereunder or to amend any Letter of Credit previously issued, it shall deliver it to the LC Issuer prior to 10:00 A.M., New York City time, on or before the third Business Day prior to the requested date of issuance or amendment (or such other date or time as to which the LC Issuer may agree), a written request for such proposed issuance or amendment. Each such request (a Request for Issuance ) shall be irrevocable, shall be signed by a Responsible Officer of the Account Party, shall certify that there is no Default or Event of Default hereunder and that the representations and warranties herein and in the other Transaction Documents are true and correct in all material respects and shall be accompanied by such letter of credit application and other documentation as the LC Issuer may request. If the Issuing Bank shall notify the Account Party that it is willing to issue the requested Letter of Credit, then the Account Party shall provide to the Issuing Bank cash collateral in an amount equal to at least 102.5% of the aggregate amount that may be drawn under the requested Letter of Credit (the LC Amount ) no later than one Business Day prior to the date that such Letter of Credit is issued. All cash collateral securing obligations in respect of the Letters of Credit shall be held in a non-interest bearing account at the LC Issuer. -2-

139 SECTION 4 DRAWDOWNS. Section 4.1. Reimbursement Payments. In the event that the LC Issuer has honored or has determined to honor a request for Drawing under any Letter of Credit, the LC Issuer shall notify the Account Party and the Account Party shall immediately reimburse the LC Issuer in an amount equal to the amount of such Drawing (each such reimbursement, a Reimbursement Payment ). After giving effect to such Drawing and Reimbursement Payment, the LC Amount shall be adjusted to account for the reduced face amount of such Letter of Credit, and excess cash collateral shall be returned in accordance with Section 7.2. Section 4.2. Obligation of Account Party to LC Issuer Absolute. The obligation of the Account Party to make Reimbursement Payments shall be absolute, unconditional and irrevocable and paid strictly in accordance with the terms of this Agreement under all circumstances including the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other document; (ii) the existence of any claim, set-off, defense or other right which the Account Party may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such beneficiary or transferee may be acting), the LC Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) failure to give any notice hereunder or under any related document; (v) the fact that a Default or an Event of Default shall have occurred and be continuing; (vi) any breach of this Agreement or any other Transaction Document by the Account Party; and (vii) any claim that any payment under any Letter of Credit was improperly made or that any condition precedent to the issuance of any Letter of Credit or the honoring of any drawing thereunder was not satisfied. SECTION 5 ACTIONS BY LC ISSUER RELATIVE TO LETTERS OF CREDIT. Section 5.1. Actions by LC Issuer. The Account Party agrees that (i) the LC Issuer is authorized to make payments under Letters of Credit upon the presentation of the documents provided for therein and without regard to whether the Account Party has failed to fulfill any of its obligations under any of the Transaction Documents or any other obligation of the Account Party; (ii) the LC Issuer shall be entitled to rely upon any certificate, notice, demand or other communication, believed by it in good faith to be genuine or upon advice of legal counsel selected by the LC Issuer; (iii) any action, inaction or omission on the part of the LC Issuer under or in connection with the Letters of Credit or any related instruments or documents, if in good faith shall not place the LC Issuer under any liability to the Account Party or limit or otherwise affect the Account Party s obligations under this Agreement. Section 5.2. Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement shall be made to the LC Issuer in U.S. Dollars in immediately available funds, and any funds received by the LC Issuer after 11:00 a.m., New York City time, shall be deemed to have been paid on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding -3-

140 Business Day and applicable fees shall be payable at the applicable rate during such extension. All payments made by the Account Party hereunder and under the other Transaction Documents shall be made irrespective of, and without any reduction for, any setoff or counterclaims. SECTION 6 FEES. Section 6.1. Letter of Credit Fee. The Account Party agrees to pay to LC Issuer a letter of credit fee in an amount equal to 1.35% of the LC Amount on the date of issuance of any LC and, if applicable, on any anniversary thereof, if the LC remains outstanding on such anniversary. Section 6.2. Issuance and Administrative Fees. The Account Party shall also pay to the LC Issuer an issuance fee in an amount equal to 0.80% of the LC Amount on the date of issuance and shall pay the LC Issuer s customary amendment, negotiation or document examination and other administrative fees as in effect from time to time. Section 6.3. Non-Refundable. All amounts paid hereunder shall be nonrefundable once paid. SECTION 7 GRANT OF SECURITY INTEREST. Section 7.1. Grant of Security Interest. The Account Party hereby grants, conveys, assigns, pledges, hypothecates, sets over and transfers to the LC Issuer the LC Collateral Account, all funds and other assets, from time to time, in the LC Collateral Account and, without duplication, the Account Collateral and proceeds to secure the Obligations. Section 7.2. LC Collateral Account Minimum Balance. The Account Party shall at all times maintain a cash balance in the LC Collateral Account equal to or greater than 102.5% of the aggregate amount of LC Amount of all outstanding Letters of Credit. The LC Issuer shall return any excess cash collateral at any time that a Letter of Credit is terminated or drawn in part in accordance with Section 4.1. Section 7.3. Sums in the LC Collateral Account. The Account Party hereby authorizes the LC Issuer, with notice to the Account Party, to debit the LC Collateral Account, from time to time, to pay any Obligations. Section 7.4. Further Assurances Regarding the LC Collateral Account. At any time and from time to time, upon the LC Issuer s request, the Account Party shall promptly execute and deliver any and all such further instruments and documents as may be reasonably necessary, appropriate or desirable in the LC Issuer s reasonable judgment to obtain the full benefits (including perfection and priority) of the security interest created or intended to be created by this Section 7 and of the rights and powers herein granted or granted pursuant to any other Transaction Document. Section 7.5. No Other Liens. The Account Party shall not create or suffer to exist any Lien on the LC Collateral Account or any Account Collateral other than the Lien granted hereunder. -4-

141 SECTION 8 INCREASED COSTS AND TAXES. Section 8.1. Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority affects or would affect the amount of capital required or expected to be maintained by the LC Issuer, and the LC Issuer determines that the rate of return on its capital as a consequence of the Letters of Credit or this facility is reduced to a level below that which the LC Issuer could have achieved but for the occurrence of any such circumstance, then, upon such LC Issuer s delivery to the Account Party of a written demand therefor certifying the calculation of the amounts, the Account Party shall promptly pay directly to the LC Issuer additional amounts sufficient to compensate the LC Issuer for such reduction in rate of return. A statement of the LC Issuer as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the Account Party. Section 8.2. Taxes. All amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the LC Issuer s net income or receipts (such non-excluded items being called Taxes ). In the event that any withholding or deduction from any payment to be made by the Account Party hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Account Party: (i) will pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the LC Issuer documentation evidencing such payment to such authority; and (iii) pay to the LC Issuer such additional amount as is necessary to ensure that the net amount actually received by the LC Issuer will equal the full amount the LC Issuer would have received had no such withholding or deduction been required. Additionally, the LC Issuer may pay such Taxes and the Account Party will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by the LC Issuer after the payment of such Taxes shall equal the amount the LC Issuer would have received had not such Taxes been asserted. SECTION 9 CONDITIONS PRECEDENT. Section 9.1. Condition Precedent to Effectiveness of this Agreement. This Agreement shall be effective upon satisfaction of each of the following conditions: (a) This Agreement shall have been executed by the Account Party and the LC Issuer; (b) The LC Issuer shall have opened the LC Collateral Account with the LC Issuer; (c) The Court presiding over the Bankruptcy Case shall have granted its approval of this Agreement (the Order ), the Liens granted hereunder as first priority Liens and the other transactions contemplated hereby, which approval shall be in form and substance reasonably satisfactory to the LC Issuer; -5-

142 (d) All know your customer requirements of the LC Issuer shall have been satisfied relative to the Account Party and transactions contemplated hereby; (e) The Account Party shall have executed and delivered an account control agreement with respect to the LC Collateral Account in form and substance reasonably satisfactory to the LC Issuer; (f) All necessary consents, if any, to this Agreement and other Transaction Documents shall have been obtained and shall be in full force and effect; and (g) The Account Party shall have delivered a closing certificate certifying as to satisfaction of certain conditions hereunder, a good standing certificate, incumbency certificate, certified board resolutions, certified organizational documents and such other documentation and information as the LC Issuer shall require. Section 9.2. Prior to Issuance of any Letter of Credit. Prior to the issuance by the LC Issuer of any Letter of Credit or amendment thereto (which issuance or amendment is in the discretion of the LC Issuer): (a) The representations and warranties of the Account Party made herein and in each of the other Transaction Documents shall be true and correct in all material respects on and as of the date such Letter of Credit is issued or amended (or if such representation or warranty is expressly stated to be made as of a specific date, as of such specific date); (b) No Default or Event of Default shall have occurred and be continuing, either before or immediately after the issuance or amendment of such Letter of Credit; (c) The LC Issuer shall have received an executed Request for Issuance in respect of the Letter of Credit to be issued or amended, together with such Letter of Credit application and other documentation as the LC Issuer may reasonably request as set forth in Section 3.2 hereto; and (d) The Account Party shall have deposited into the LC Collateral Account sufficient sums to satisfy the minimum collateral requirements set forth in Section 7.2 above and shall have paid all fees required hereby. SECTION 10 REPRESENTATIONS AND WARRANTIES. The Account Party makes the following representations and warranties, which shall survive the execution and delivery of this Agreement and the issuance of the Letters of Credit. Section Organization, Power and Status of the Account Party. The Account Party (a) is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and (b) is duly authorized to do business in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary and where the failure to so qualify would reasonably be expected to result in a Material Adverse Effect. -6-

143 Section Authorization; Enforceability; Execution and Delivery. (a) The Account Party has all necessary corporate power and authority to execute, deliver and perform this Agreement and each other Transaction Document. (b) All action on the part of the Account Party that is required for the authorization, execution, delivery and performance of this Agreement and each other Transaction Document has been duly and effectively taken; and the execution, delivery and performance by the Account Party of this Agreement and each other Transaction Document does not require the approval or consent of any Person including any holder of any indebtedness or other obligations of the Account Party or any court or tribunal, which has not been obtained. (c) This Agreement and each other Transaction Document has been duly executed and delivered by the Account Party. Each of this Agreement and each other Transaction Document constitutes the legal, valid and binding obligation of the Account Party. Section No Conflicts; Laws and Contracts; No Default. Neither the execution, delivery and performance by the Account Party of any Transaction Document nor the consummation of any of the transactions contemplated hereby or thereby nor performance of or compliance with the terms and conditions hereof or thereof (i) contravenes in any material respects any law applicable to the Account Party or any of the Collateral or (ii) conflicts or constitutes a default under the terms of any material indenture, mortgage, deed of trust or agreement or other instrument to which the Account Party is a party. Section Government Approvals. All material Government Approvals including those of all courts of competent jurisdiction which are required to be obtained by or on behalf of the Account Party in connection with the Transaction Documents has been duly obtained or made. Section Litigation. There are no claims, actions, suits, investigations or proceedings at law or in equity or by or before any arbitrator or governmental authority now pending against the Account Party or threatened against the Account Party that challenge the validity of this Agreement or other Transaction Documents. Section Collateral; Security Interest and Liens. (a) The Account Party has good, marketable and valid title in and to all of the Collateral which it purports to own and is the owner, free and clear of all Liens (other than Liens in favor of the LC Issuer) on the Collateral. (b) The LC Issuer has a valid, enforceable and perfected first priority Lien in the Collateral. Section Compliance with Laws. (a) Neither (1) the Account Party nor (2) to the knowledge of the Account Party, any Affiliate of the Account Party or any director, officer or employee of the foregoing is a Person (i) whose property or interest in property is blocked or subject to blocking pursuant to -7-

144 Section 1 of Executive Order of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg (2001)), (ii) who engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of such Section 2, (iii) who is on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury s Office of Foreign Assets Control regulation or executive order ( OFAC ), (iv) who is a Sanctioned Person or (v) is in violation of the Act (as defined in Section 14.15). No Letters of Credit or any other extensions of credit from the LC Issuer will be used, directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving money, or anything else of value, to any Person in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption law. The Account Party and its Affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted and maintain procedures designed to ensure continued compliance with such laws and with this Section. (b) The Account Party is in compliance with all other requirements of applicable law except for noncompliance of such other requirements, which would not reasonably be expected to have a Material Adverse Effect. Section Investment Company Act. The Account Party is not an investment company or a company controlled by an investment company, within the meaning of the Investment Company Act of 1940, as amended. Section True and Complete Disclosure. All representations, warranties and other factual statements (taken as a whole) made by or on behalf of the Account Party in this Agreement, in any other Transaction Document or otherwise pursuant hereto or thereto are true and correct in all material respects on the date as of which such representation, warranty or other factual statement is dated, made, deemed made or furnished and is not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time. SECTION 11 AFFIRMATIVE COVENANTS. The Account Party covenants and agrees that on and after the date hereof until the Facility Termination Date it shall comply with the following: Section Financial Statements. The Account Party will furnish to the LC Issuer: (a) as soon as available (but only if Holdings is no longer required to make such filing with the SEC), but in any event within the earlier of (i) 120 days after the end of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the SEC is due, a copy of the audited consolidated balance sheet of Holdings and its consolidated subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by a customary management s discussion and analysis, by RSM US LLP or other independent certified public accountants of nationally recognized standing; and -8-

145 (b) as soon as available (but only if Holdings is no longer required to make such filing with the SEC), but in any event within the earlier of (i) forty-five (45) days after the end of each of the first three quarterly periods of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the SEC is due, the unaudited consolidated balance sheet of Holdings and its consolidated subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes), accompanied by a customary management s discussion and analysis. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail, and the financial statement under paragraphs (a) and (b) above shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except for the absence of footnotes in the quarterly statements and as approved by such accountants or officers, as the case may be, and disclosed therein). In regard to subsections (a) and (b) above, the filing of Forms 10-Q and 10-K with the SEC shall constitute delivery for purposes thereof (and shall satisfy the information requirements of (a) or (b) above, as the case may be, and satisfy the time requirements thereof if filed within the time period required thereby); however, electronic copies of such reports must still be delivered to the LC Issuer. (c) Officer s Certificates. At the time of the delivery of the financial statements under clauses (a) and (b) above, (i) a certificate of a Responsible Officer of the Account Party or Holdings which certifies that such financial statements fairly present the financial condition and the consolidated results of operations of Holdings and its subsidiaries including the Account Party on the dates and for the periods indicated in accordance with GAAP, subject, in the case of interim financial statements, to normally recurring year-end adjustments and (ii) a certificate of a Responsible Officer of the Account Party which certifies that such officer has reviewed or caused to be reviewed the terms of the Transaction Documents and has made, or caused to be made under his or her supervision, a review in reasonable detail of the business and condition of the Account Party during the accounting period covered by such financial statements, and that as a result of such review such officer has concluded that no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing as at the end of such period, specifying the nature and extent thereof and the action the Account Party proposes to take in respect thereof. (d) Certain Notices. Promptly after the occurrence thereof, notice of (i) the occurrence of any Default or Event of Default, (ii) any litigation or governmental proceeding pending or threatened in writing against the Account Party which would reasonably be expected to result in a Material Adverse Effect or that challenges the validity of any of the Transaction Documents, (iii) the rendering of any material order in the Bankruptcy Case, (iv) any event of default under the DIP Facility and (v) any event, act or condition which could reasonably be expected to result in a Material Adverse Effect. -9-

146 (e) Other Information. From time to time, such other information or documents (financial or otherwise) as the LC Issuer may reasonably request. Section Compliance with Law. The Account Party shall take such commercially reasonable action so as to ensure that at all times the representation in Section 10.7 is true and correct. Section Maintenance of Existence. The Account Party shall do, or cause to be done, all things reasonably necessary to preserve and keep in full force and effect its corporate existence. SECTION 12 NEGATIVE COVENANTS. The Account Party covenants and agrees that on and after the date hereof until the Facility Termination Date: Section LC Issuer s Consent Rights to Plan. The Account Debtor shall not propose or consent to a Chapter 11 plan (a Plan ) or entry of an order in the Bankruptcy Case without the prior written approval of the LC Issuer unless (i) the Plan or order expressly provides for the LC Issuer s first priority Lien on the Collateral and otherwise is not adverse to the rights, remedies or interests of the LC Issuer under the Transaction Documents or (ii) the Obligations are paid in full and all LCs have been terminated. Section Liens. The Account Party shall not create or permit to exist any Lien on the Collateral other than in favor of the LC Issuer. SECTION 13 EVENTS OF DEFAULT. Section Events of Default. Each of the following events, acts, occurrences or conditions shall constitute an Event of Default under this Agreement: (a) Failure to Make Payments. The Account Party shall default in the payment when due of any Reimbursement Payments, fees or any other amounts owing hereunder or under any other Transaction Document and, in the case of fees or other amounts, such default shall continue unremedied for a period of 3 Business Days. (b) Breach of Representation or Warranty. Any representation or warranty made by the Account Party herein or in any other Transaction Document or in any certificate or statement delivered pursuant hereto or thereto shall prove to be false or misleading in any material respect on the date as of which made or deemed made, confirmed or furnished. (c) Breach of Covenants. The Account Party shall fail to perform or observe any agreement, covenant or obligation required to be performed by the Account Party arising hereunder or under any other Transaction Document and, except in the case of a default under Section 7.2, such default shall continue unremedied for a period of 5 Business Days. -10-

147 (d) Transaction Documents. This Agreement or any other Transaction Document shall cease to be enforceable and in full force and effect or the Account Party shall assert that any such document is unenforceable or not in full force and effect. (e) DIP Facility. There shall be an event of default and an acceleration of obligations under the DIP Facility or a payment default under the DIP Facility. (f) Change of Control. Holdings shall cease to own 100% of the equity interests in the Account Party. Section Rights and Remedies. Upon the occurrence of any Event of Default, all Obligations shall, upon notice from the LC Issuer, become immediately due and payable. The Account Party waives all rights relative to presentation, demand, or protest or other requirements of any kind (including valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by the Account Party to the extent permitted by applicable law. In addition to the foregoing, upon the occurrence of any Event of Default, the LC Issuer may (x) exercise all of its rights under the Transaction Documents and under applicable law or otherwise and (y) apply all proceeds of Collateral to the Obligations. Section Late Charges. If any amounts due and owing hereunder or under any other Transaction Document are unpaid for three or more Business Days (whether as a result of acceleration or otherwise), the Account Party shall pay, in addition to any other sums due hereunder or under any other Transaction Document (and without limiting the rights and remedies of the LC Issuer on account thereof), a late charge equal to 5.0% of such unpaid amount. SECTION 14 MISCELLANEOUS. Section Payment of Expenses. The Account Party shall, whether or not the transactions hereby contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the LC Issuer in connection with (i) the negotiation, preparation, execution and delivery of the Transaction Documents and the documents and instruments referred to therein, (ii) the creation, perfection or protection of the LC Issuer s Liens in the Collateral, (iii) the LC Issuer s due diligence review in connection with the transactions contemplated hereby and the other Transaction Documents and the administration of the Transaction Documents, (iv) any amendment, waiver or consent relating to any of the Transaction Documents, and (v) any rights, remedies or enforcement actions by the LC Issuer. Section Indemnity. The Account Party shall indemnify the LC Issuer and its respective officers, directors, employees, representatives and agents (each an Indemnitee ) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may at any time (including at any time following the payment of the Obligations) be -11-

148 imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) the execution, delivery or performance of any Transaction Document or any related agreement or any transaction contemplated by any Transaction Document or any related agreement, (ii) the issuance of any Letter of Credit or any matter related to any Letter of Credit, (iii) the grant to the LC Issuer of any Lien in any Collateral, and (iv) the exercise by the LC Issuer of its rights and remedies under, or in respect of any Transaction Documents or matters contemplated thereby (but excluding, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred by reason of the gross negligence or willful misconduct of such Indemnitee or its Affiliates as finally determined by a court of competent jurisdiction). The Account Party s obligations under this Section shall survive the termination of this Agreement and the payment of the Obligations. Section Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, the LC Issuer is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Account Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or owing by such LC Issuer to or for the credit or the account of the Account Party against and on account of the Obligations. Section Notices. Except as otherwise expressly provided herein, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing and delivered by hand delivery, by electronic mail ( ), which may include a document in portable document format (PDF), by a reputable overnight courier service or by U.S. mail. Such notice shall be deemed to have been duly given or made when delivered by hand, one Business Day after deposited with a reputable overnight courier, five Business Days after being deposited in the United States mail, postage prepaid, or, in the case of a PDF sent by , when sent if it is on a Business Day between 9:00 a.m. and 5:00 p.m. (based on the time of the recipient) and if not, then on the next Business Day, in each case if delivered to the address on the signature pages hereto or such other address as may be communicated in accordance with this Section Section Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Account Party, the LC Issuer and their respective successors and assigns, except that the Account Party may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the LC Issuer. Section Amendments and Waivers. Neither this Agreement nor any terms hereof may be amended, restated, supplemented, modified or waived except by written consent of the parties hereto. -12-

149 Section No Waiver; Remedies Cumulative. No failure or delay on the part of the LC Issuer in exercising any right, power or privilege hereunder or under any other Transaction Document and no course of dealing between the Account Party and the LC Issuer shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Transaction Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the LC Issuer would otherwise have. No notice to or demand on the Account Party in any case shall entitle the Account Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the LC Issuer to any other or further action in any circumstances without notice or demand. Section Governing Law; Submission to Jurisdiction. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT SECTION OF THE NEW YORK GENERAL OBLIGATIONS LAW). Section Exculpation; Limitation on Liability. (a) The LC Issuer shall not be liable for any action lawfully taken or omitted to be taken by it or any Person acting on its behalf or at its request under or in connection with this Agreement or any other Transaction Document (except for its or such Person s own gross negligence or willful misconduct). (b) Without affecting any rights the LC Issuer may have under applicable law (including under the UCP), the Account Party agrees that the LC Issuer or any of its officers or directors shall be liable or responsible for, and the obligations of the Account Party to the LC Issuer hereunder shall not in any manner be affected by: (i) the use which may be made of any Letter of Credit or the proceeds thereof by the beneficiary of such Letter of Credit or any other Person; (ii) the validity, sufficiency or genuineness of documents other than the Letters of Credit, or of any endorsement(s) thereon, even if such documents should, in fact, prove to be in any or all respects invalid, insufficient, fraudulent or forged or any statement therein proves to be untrue or inaccurate in any respect whatsoever; or (iii) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer may accept documents that appear on their face to be in order without responsibility of further investigation. As between the Account Party and the LC Issuer, the Account Party assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, the respective beneficiaries of the Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer shall not be responsible for, nor shall any of the following affect, impair or prevent the vesting of any of the LC Issuer s powers or rights hereunder: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with any Request for Issuance, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, -13-

150 telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any Drawing under such Letter of Credit; and (viii) any consequences arising from causes beyond the control of the LC Issuer, including any acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority. The LC Issuer shall have no obligation whatsoever to make any factual or legal determinations as to the correctness of any demand for payment under any Letter of Credit or other related agreements or as to any other matters before the LC Issuer makes any payments under any Letter of Credit. To the extent permitted by applicable law, the Account Party hereby irrevocably waives (i) diligence, presentment, demand, protest or notice of any kind in connection with any demand or payment under any Letter of Credit, (ii) any requirements that the LC Issuer exhaust any right or remedy against the Account Party or any other Person in connection with any Letter of Credit, and (iii) any claim or defense in connection with any Letter of Credit based on any time or other indulgence granted to the Account Party or any other Person. (c) No claim may be made by the Account Party or any other Person against the LC Issuer or the Affiliates, directors, officers, employees, attorneys or agents of any of them for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Account Party hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Section Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. An electronic signature and a signature delivered as a PDF or an electronic copy of a signature shall be deemed to be the functional equivalent of an original wet ink signature for all purposes. Section Marshalling; Recapture. The LC Issuer shall not be under any obligation to marshal any assets in favor of the Account Party or any other party. To the extent the LC Issuer receives any payment in respect of the Obligations, which payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Account Party or its estate, trustee, receiver, custodian or any other party under the Bankruptcy Code or any other applicable law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the amount so repaid and shall be included within the liabilities of the Account Party to the LC Issuer, as of the date such initial payment, reduction or satisfaction occurred. Section Severability. In case any provision in or obligation under this Agreement or the other Transaction Documents shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. -14-

151 Section Survival. The provisions of Section 14 shall survive termination of this Agreement and the other Transaction Documents. Section Waiver of Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER. Section USA Patriot Act. The LC Issuer hereby notifies the Account Party that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L (signed into law October 26, 2001)) (the Act ), it is required to obtain, verify and record information that identifies the Account Party, which information includes the name and address of the Account Party and other information that will allow the LC Issuer to identify the Account Party in accordance with the Act. (Signature Pages Follow) -15-

152 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written. APPVION, INC. as Account Party By: /s/ Luke G. Kelly Name: Luke G. Kelly Title: Vice President Finance, Chief Financial Officer and Treasurer Notice Address: 825 E. Wisconsin Avenue Appleton, WI Attention: Luke Kelly Phone: With a copy to: DLA Piper LLP (US) 1251 Avenue of the Americas 27th Floor New York, NY Attention: Shmuel Klahr shmuel.klahr@dlapiper.com Phone: [Signature Page to Letter of Credit Facility Agreement]

153 CITIZENS BANK, N.A., as LC Issuer By: /s/ John E. Lucas Name: John E. Lucas Title: Vice President Notice Address: Citizens Bank, N.A. 20 Cabot Road Medford, MA Attention: International Letter of Credit Department Attention: Patricia Murphy Assistant Vice President Phone No.: With a copy to: Jill Bronson One Logan Square, Suite 2000 Philadelphia, PA jill.bronson@dbr.com Phone No.: [Signature Page to Letter of Credit Facility Agreement]

154 ANNEX I DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: Account Collateral shall mean all cash, money, funds, instruments, securities and other property credited to or held in or maintained at the LC Collateral Account from time to time, all interest thereon, if any, all rights in and to the foregoing and all proceeds thereof. Account Party shall have the meaning set forth in the preamble hereof. Affiliate shall mean, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. Aggregate Facility Amount shall have the meaning set forth in Section 2.1. Agreement shall mean this Agreement, as the same may from time to time hereafter be amended, restated, supplemented or otherwise modified. Business Day shall mean any day which is not a Saturday, Sunday or a legal holiday on which commercial banks are authorized or required to be closed in New York City. Closing Date shall mean the conditions set forth in Section 9.1 have been satisfied. Collateral shall mean all property and interests in property now owned or hereafter acquired in or upon which a Lien has been or is purported or intended to have been granted to the LC Issuer and expressly including the LC Collateral Account and Account Collateral. Default shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default. DIP Facility shall mean that certain Debtor-in-Possession Credit Agreement, dated as of October 2, 2017, by and among the Account Party, Holdings, Wilmington Trust, National Association, as Administrative Agent, and the other parties party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time, and any replacement thereof. Drawing shall mean a drawing under any Letter of Credit. Event of Default shall have the meaning set forth in Section 13. Facility Termination Date shall mean the date that is one year from the Closing Date; provided, however, the Account Party s obligations, including its obligation to maintain cash collateral, shall remain in place so long as there are any Letters of Credit outstanding.

155 GAAP shall mean United States generally accepted accounting principles as in effect from time to time Holdings shall mean Paperweight Development Corp., a Wisconsin corporation. Indemnitee shall have the meaning set forth in Section LC Collateral Account shall mean a special account of the Account Party maintained with the LC Issuer, entitled Appvion, Inc. (Debtor-in-Possession) with account number , to be held by or for the benefit of the LC Issuer as collateral security for the Obligations. LC Issuer shall have the meaning set forth in the preamble hereof. LC Maturity Date shall mean the first anniversary of the Closing Date unless accelerated sooner pursuant to the terms hereof. Letters of Credit shall mean any and all letters of credit issued under this Agreement. Lien shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing lease having substantially the same effect as any of the foregoing and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction, domestic or foreign. Material Adverse Effect shall mean a material adverse effect upon (i) the business, operations, properties, assets or condition (financial or otherwise) of the Account Party, (ii) the ability of the Account Party to perform its obligations in all material respects under the Transaction Documents, (iii) the validity or the priority of the LC Issuer s Liens on the Collateral, or (iv) the rights of the LC Issuer under the Transaction Documents. Obligations shall mean all obligations, liabilities and Indebtedness of every nature of the Account Party from time to time owing to the LC Issuer under this Agreement or any other Transaction Document, whether contingent or fixed, liquidated or unliquidated or otherwise including all Reimbursement Payments, fees, indemnities and expenses. Patriot Act shall have the meaning set forth in Section Person shall mean and include any individual, partnership, joint venture, firm, corporation, association, trust or other enterprise or any government or political subdivision or agency, department or instrumentality thereof. Plan shall have the meaning set forth in Section Reimbursement Payment shall have the meaning set forth in Section 4.1.

156 Request for Issuance shall have the meaning set forth in Section 3.2. Responsible Officer means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of the Account Party (or, with respect to the financial statements of Holdings, of Holdings) and any other officer of the Account Party (or, with respect to the financial statements of Holdings, of Holdings) so designated by any of the foregoing officers in a notice to the LC Issuer. Sanctioned Person means any Person that is, or is owned or controlled by Persons that are, (a) the subject or target of any Sanctions or (b) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions. Sanctions means any sanctions administered or enforced by OFAC, the U.S. Department of State, or other relevant sanctions authority. Taxes shall have the meaning set forth in Section 8.2. Transaction Documents shall mean this Agreement, any deposit account control agreement, application or other agreement, instrument or document that may be entered into from time to time hereunder or in connection herewith. UCP shall mean the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500, 1993 Revision, as amended and as in effect from time to time; provided that for any newly issued Letters of Credit hereunder, UCP shall mean the International Standby Practices (effective January 1, 1999).

157 SCHEDULE I LETTERS OF CREDIT See attached.

158 Exhibit 10.5 SENIOR SUPERPRIORITY SENIOR DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of March 16, 2018 among APPVION, INC., as the Borrower, PAPERWEIGHT DEVELOPMENT CORP., as Holdings, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and The Other Lenders Party Hereto, and PJT PARTNERS LP, as Sole Lead Arranger

159 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND ACCOUNTING TERMS Defined Terms Other Interpretive Provisions Accounting Terms Rounding Times of Day 35 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS NM Commitments and NM Term Loans; Roll-Up Loans Borrowings, Conversions and Continuations of Loans [Reserved.] [Reserved.] Prepayments [Reserved.] Repayment of Loans Interest Fees Computation of Interest and Fees Evidence of Debt Payments Generally; Administrative Agent s Clawback Sharing of Payments by Lenders [Reserved.] Defaulting Lenders Payment of Obligations; No Discharge; Survival of Claims Security and Priorities. All of the Obligations shall, subject to the Carve-Out, at all times: 48 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY Taxes Illegality Inability to Determine Rates Increased Costs; Reserves on Eurodollar Rate Loans 55 i Page

160 3.05 Compensation for Losses Mitigation Obligations; Replacement of Lenders Survival 57 ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS Conditions of Initial NM Term Loans Conditions to Borrowings of NM Term Loans in Excess of Initial NM Availability Amount Conditions to all Borrowings 62 ARTICLE V REPRESENTATIONS AND WARRANTIES Financial Condition No Change Corporate Existence; Compliance with Law Power; Authorization; Enforceable Obligations No Legal Bar Litigation No Default Ownership of Property; Liens; Insurance Intellectual Property Taxes Federal Regulations Labor Matters ERISA Investment Company Act; Other Regulations Subsidiaries Use of Proceeds Environmental Matters Accuracy of Information, etc Security Documents [Reserved.] Senior Indebtedness Reserved S Corporation Status Anti-Terrorism Law; Foreign Corrupt Practices Act 70 ii

161 ARTICLE VI AFFIRMATIVE COVENANTS Financial Statements Certificates; Other Information Payment of Obligations Maintenance of Existence; Compliance Maintenance of Property; Insurance Inspection of Property; Books and Records; Discussions Notices Environmental Laws Additional Collateral, etc Security Interests; Further Assurances Reserved Use of Proceeds [Reserved] Approved Budget; Additional Reporting Post-Closing Actions Senior Indebtedness Financial Advisor Lender and Advisor Calls Case Milestones Certain Other Bankruptcy Matters 82 ARTICLE VII NEGATIVE COVENANTS Financial Covenants; Budget Compliance Covenants Indebtedness Liens Fundamental Changes Disposition of Property Restricted Payments Investments Prepayments and Modifications of Certain Debt Instruments or Organization Documents Transactions with Affiliates Changes in Fiscal Periods; Accounting Changes 93 iii

162 7.11 Negative Pledge Clauses Clauses Restricting Subsidiary Distributions Lines of Business Material Agreements [Reserved] Holding Company Status PDC Capital Corporation ESOP Amendments [Reserved] Embargoed Person Sale and Leaseback Transactions Locations of Collateral Canadian Pension Plans Additional Bankruptcy Matters Other Superpriority Claims 96 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Events of Default Application of Funds 103 ARTICLE IX ADMINISTRATIVE AGENT Appointment Administrative Agent in its Individual Capacity Exculpatory Provisions Reliance by Administrative Agent Delegation of Duties Successor Administrative Agent Non-Reliance on Administrative Agent and Other Lenders Name Agents Indemnification Withholding Taxes Lender s Representations, Warranties and Acknowledgments Security Documents and Guaranty Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim Administrative Agent to Provide Notice of Any Required Lenders Action 112 iv

163 ARTICLE X [RESERVED] 112 ARTICLE XI MISCELLANEOUS Amendments, Etc Notices; Effectiveness; Electronic Communications No Waiver; Cumulative Remedies Expenses; Indemnity; Damage Waiver Payments Set Aside Successors and Assigns Treatment of Certain Information; Confidentiality Right of Setoff Interest Rate Limitation Counterparts; Integration; Effectiveness Survival of Representations and Warranties Severability Replacement of Lenders Governing Law; Jurisdiction; Etc Waiver of Jury Trial Waiver of Defenses; No Advisory or Fiduciary Responsibility USA PATRIOT Act Notice Other Liens on Collateral; Etc Acknowledgement and Consent to Bail-In of EEA Financial Institutions 129 CREDIT AGREEMENT SCHEDULES 1.01(b) Existing Letters of Credit 1.01(c) Existing Cash Management Agreements 1.01(d) Cost-Cutting Transactions 2.01 Commitments and Applicable Percentages 5.08 Real Property; Insurance 5.13(a) ERISA v

164 5.15 Subsidiaries 5.17 Environmental Matters 6.09 Guarantors 7.02 Permitted Existing Debt 7.03 Existing Liens Administrative Agent s Office, Certain Addresses for Notices EXHIBITS Form of A Committed Loan Notice C Term Loan Note D Compliance Certificate E Assignment and Assumption G Approved Budget H Interim Financing Order I Closing Certificate J-1 U.S. Tax Compliance Certificate (Foreign Lenders That Are Not Partnerships) J-2 U.S. Tax Compliance Certificate (Foreign Participants That Are Not Partnerships) J-3 U.S. Tax Compliance Certificate (Foreign Participants That Are Partnerships) J-4 U.S. Tax Compliance Certificate (Foreign Lenders That Are Partnerships) K PIK Notice vi

165 SENIOR SUPERPRIORITY SENIOR DEBTOR-IN-POSSESSION CREDIT AGREEMENT This SENIOR SUPERPRIORITY SENIOR DEBTOR-IN-POSSESSION CREDIT AGREEMENT ( Agreement ) is entered into as of March 16, 2018 among APPVION, INC., a Delaware corporation (the Borrower ), PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation ( Holdings ), each Lender from time to time party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION., as Administrative Agent. PRELIMINARY STATEMENTS: WHEREAS, on October 1, 2017 (the Petition Date ), the Borrower commenced Chapter 11 Case No (the Borrower Chapter 11 Case ) and its Domestic Subsidiaries (together with the Borrower and any other Person later joined therewith, the Debtors ) commenced Case Nos , , and (the Subsidiary Chapter 11 Cases and together with the Borrower Chapter 11 Case, the Chapter 11 Cases ) by filing voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code, with the Bankruptcy Court. The Debtors continue to operate their business and manage their properties as debtors and debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code; WHEREAS, on October 2, 2017, the Borrower obtained debtor-in-possession financing pursuant to that certain Superpriority Senior Debtor-in-Possession Credit Agreement (as amended, restated, or otherwise modified from time to time, the Existing DIP Agreement ), dated as of October 2, 2017, by and among the Borrower, Holdings, the lenders party thereto and Wilmington Trust, National Association, as administrative agent. WHEREAS, the obligations under the Existing DIP Agreement are secured by a security interest in substantially all of the existing and after acquired assets of the Borrower and certain of its Subsidiaries as more fully set forth in the Security Documents (as defined in the Existing DIP Agreement) and such security interest is perfected and, with certain exceptions, as described in the Security Documents (as defined in the Existing DIP Agreement), has priority over other security interests; WHEREAS, the Borrower has requested the Lenders provide a term loan facility in an aggregate principal amount of $100,000,000 plus PIK Interest, for the purposes set forth in Section 5.16; and 1

166 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 1.01 Defined Terms. ARTICLE I DEFINITIONS AND ACCOUNTING TERMS As used in this Agreement, the following terms shall have the meanings set forth below: Acceptable Plan of Reorganization means a plan of reorganization for each of the Chapter 11 Cases that (a) provides for the termination of the unused Commitments and the payment in full in cash and full discharge of the Obligations, and (b) contains releases and other exculpatory provisions for the Administrative Agent, the Arranger and the Lenders in form and substance reasonably satisfactory to the Administrative Agent, the Arranger and the Required Lenders. Acquisition Agreement means that Purchase Agreement, dated as of July 5, 2001, among the Borrower, AWA and the other parties thereto, as amended prior to the date hereof and, if in accordance with the terms hereof, on or after the date hereof. Acquisition Documentation means collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith including, without limitation, the Fox River Indemnity Arrangements. Actual Capital Expenditures means, for any Period, the actual Capital Expenditures of the Loan Parties for such Period. Actual Collections means, for any Period, the actual collections of the Loan Parties during such Period, including collections from any Foreign Subsidiary, relating to accounts receivable and for work performed by the Loan Parties, but excluding any collections from any Disposition. Actual Disbursements means the actual disbursements of the Loan Parties during the relevant Period, including all cash outflows from each Loan Party including, without limitation, any transfers to any Foreign Subsidiary. Adjusted Eurodollar Rate means, with respect to any Borrowing of Eurodollar Rate Loans for any Interest Period, (a) an interest rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) determined by the Administrative Agent to be equal to the Eurodollar Rate for such Borrowing of Eurodollar Rate Loans in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period. Notwithstanding the foregoing, the Adjusted Eurodollar Rate with respect to any Interest Period will be deemed to be 1.00% per annum if the Adjusted Eurodollar Rate for such Interest Period determined pursuant to this definition would otherwise be less than 1.00% per annum. Administrative Agent means Wilmington Trust, National Association, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Administrative Agent Fee Letter means the letter agreement, to be dated on or around the Closing Date, between the Borrower and the Administrative Agent. Administrative Agent s Office means the Administrative Agent s address and, as appropriate, account, in each case as set forth on Schedule 11.02, or such other address or account of the Administrative Agent as the Administrative Agent may from time to time notify to the Borrower and the Lenders. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. 2

167 Affiliate means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or Persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Aggregate Commitments means the Commitments of all the Lenders. Agreement has the meaning specified in the preamble hereto. Anti-Terrorism Laws has the meaning specified in Section 5.24(a). Applicable Percentage means (a) in respect of the Commitments, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Commitment represented by the principal amount of such Lender s Commitment at such time and (b) in respect of the Term Loans, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Outstanding Amount of the Term Loans represented by the aggregate Outstanding Amount of such Lender s Term Loans at such time. The initial Applicable Percentage of each Lender in respect of the Term Loans is set forth opposite the name of such Lender on Schedule 2.01(a) (as such Schedule may be updated in connection with the reallocation provided for under Section 2.01(b)) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. Applicable Rate means, a percentage amount equal to (i) if a Base Rate Loan, 8.25% per annum and (ii) if a Eurodollar Rate Loan, 9.25% per annum. Appropriate Lender means, at any time, a Lender that has a Commitment or holds a Term Loan at such time. Approved Bankruptcy Court Order means (a) each Financing Order, as such order is amended and in effect from time to time in accordance with this Agreement, (b) any other order entered by the Bankruptcy Court regarding, relating to or impacting (i) any rights or remedies of any Secured Party, (ii) the Loan Documents (including the Loan Parties obligations thereunder), (iii) the Collateral, any Liens thereon or any DIP Superpriority Claims (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or DIP Superpriority Claims), (iv) use of cash collateral, (v) debtor-in-possession financing, (vi) adequate protection or otherwise relating to any of the Prepetition Debt, (vii) any plan of reorganization (it being understood that any Acceptable Plan of Reorganization is in form and substance satisfactory to the Administrative Agent and the Required Lenders), or (viii) any transaction outside of the ordinary course of business with any Loan Party, in any such case, that (x) is in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, (y) has not been vacated, reversed or stayed and (z) has not been amended or modified except as agreed in writing by Administrative Agent and the Required Lenders in their sole discretion, and (c) any other order entered by the Bankruptcy Court that (i) is in form and 3

168 substance reasonably satisfactory to the Administrative Agent and the Required Lenders, (ii) has not been vacated, reversed or stayed and (iii) has not been amended or modified except in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders; provided that any approval of the Required Lenders under clause (b) or (c) shall be deemed given if the Required Lenders have not notified the Borrower and the Administrative Agent otherwise within (2) two Business Days (for matters under clause (b) above) or (4) four Business Days (for matters under clause (c) above) after the Lenders receive from the Borrower a copy of the proposed order or proposed amendment or modification to an order, as applicable. Approved Budget means the budget covering the period ending December 31, 2018, prepared by the Borrower and furnished to the Administrative Agent and the Lenders on or prior to the Closing Date and which, in the case of the initial Approved Budget attached hereto as Exhibit G, was approved by all of the Lenders and their financial advisors, as the same may be updated, modified or supplemented from time to time with the approval of the Required Lenders and the Borrower, as provided in Section 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 an entity that administers or manages a Lender. Appvion Canada means Appvion Canada, Ltd., a corporation formed under the Laws of Canada. Arranger means PJT Partners LP in its capacity as sole lead arranger. Asset Sale means any Disposition of property or series of related Dispositions of property (including the issuance or sale of any Capital Stock of the Borrower or any Subsidiary), excluding any such Disposition (i) to any Loan Party or (ii) permitted by clause (a), (b), (c) (provided that Asset Sales shall include Dispositions permitted under Section 7.04(b)(iii) and (e)), (d), or (f) of Section 7.05). Assignee Group means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. Assignment and Assumption means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent in substantially the form of Exhibit E or any other form approved by the Administrative Agent. Auction has the meaning assigned to such term in Section 6.21(b). Availability Period means the period from and including the Closing Date to the Termination Date. Avoidance Actions has the meaning assigned to such term in Section Avoidance Proceeds has the meaning assigned to such term in the Interim Financing Order or, after entry thereof, the Final Financing Order. 4

169 AWA means Windward Prospects Ltd., formerly known as Arjo Wiggins Appleton p.l.c. AWA Environmental Indemnity means the indemnification provided pursuant to the terms of (i) the AWA Environmental Indemnity Agreement dated November 9, 2001, as amended, among Holdings, the Borrower, AWA and New Appleton LLC, (ii) the insurance policy (Policy No ) issued by Commerce & Industry Insurance Company to the Bermuda Company and (iii) any other environmental indemnification agreement or related insurance policy in favor of the Borrower. AWA Environmental Indemnity Agreement means the Fox River AWA Environmental Indemnity Agreement, dated as of November 9, 2001, among Holdings, the Borrower and AWA, as amended prior to the date hereof and, if in accordance with the terms hereof, on or after the date hereof. Backstop Party means the Majority Lender. Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. Bankruptcy Code means 11 U.S.C. 101 et seq. Bankruptcy Court means the United States Bankruptcy Court for the District of Delaware. Base Rate means, for any day, the prime rate published in The Wall Street Journal for such day; provided that if The Wall Street Journal ceases to publish for any reason such rate of interest, Base Rate means the prime lending rate as set forth on the Bloomberg page PRIMBB Index (or successor page) for such day (or such other service as determined by the Administrative Agent from time to time for purposes of providing quotations of prime lending interest rates); each change in the Base Rate shall be effective on the date such change is effective. The prime rate is not necessarily the lowest rate charged by any financial institution to its customers. Notwithstanding the foregoing, the Base Rate will be deemed to be 2.00% per annum if the Base Rate calculated pursuant to this definition would otherwise be less than 2.00% per annum. Base Rate Loan means a Term Loan that bears interest based on the Base Rate. Beneficial Owner has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular person (as that term is used in Section 13(d)(3) of the Exchange Act), such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms Beneficially Owns and Beneficially Owned have a corresponding meaning. 5

170 Bermuda Company means Arjo Wiggins Appleton (Bermuda) Limited, a company limited by shares organized under the Companies Act of 1981 of the Island of Bermuda. Bermuda Company Agreements means the collective reference to (a) the Amended and Restated Relationship Agreement, dated as of June 11, 2004, among Holdings, AWA, Holdings Sub, and AWA Sub, (b) the Assignment and Assumption Deed, dated as of November 9, 2001, between AWA and the Bermuda Company, (c) the By-Laws and Memorandum of Association of the Bermuda Company, (d) the Certificate of Incorporation and By-laws of Holdings Sub, (e) the By-Laws and Memorandum of Association of AWA Sub and (f) the Bermuda Security Agreement. Bermuda Security Agreement means the Collateral Assignment, dated as of November 9, 2001, by the Bermuda Company in favor of the Borrower. Bid Procedures Order has the meaning assigned to such term in Section 6.21(a). Board of Directors means: (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (2) with respect to a partnership, the board of directors or managing member or members of the general partner of the partnership; and (3) with respect to a limited liability company, the managing member or members, any controlling committee of managing members or other governing body thereof. Borrower has the meaning specified in the introductory paragraph hereto. Borrower Chapter 11 Case has the meaning assigned to such term in the recitals hereto. Borrower Materials has the meaning specified in Section Borrowing means a Term Borrowing. Budget Variance Report means a report, in form and detail reasonably acceptable to the Required Lenders, certified by a Responsible Officer, showing by line item: (a) Actual Collections, (b) Actual Disbursements and (c) Actual Capital Expenditures, in each case, for (i) the Prior Week, (ii) the immediately preceding Cumulative Four Week Period and (iii) the Cumulative Period. The Budget Variance Report shall include all variances, on a line-item basis, from amounts set forth for such Period in the Approved Budget, and shall include explanations for all material variances. Budgeted Collections means, for any Period, all collections in the amounts set forth in the Approved Budget for such Period relating to accounts receivable and for work performed by the Loan Parties, but excluding any collections from any Disposition. Business has the meaning specified in Section 5.17(b). 6

171 Business Day means 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 fact closed in, New York, New York, Chicago, Illinois or the state where the Administrative Agent s Office with respect to Obligations is located and if such day relates to any interest rate settings as to a Eurodollar Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurodollar Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency. Capital Expenditures means, for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries; provided, that there shall be excluded (without duplication) from the definition of Capital Expenditures any such expenditures incurred in such period which are (i) funded with the proceeds of an equity issuance or (ii) reinvestments funded with insurance proceeds or the net proceeds of any Asset Sale; and provided, further, that all expenditures related to the maintenance shutdown of the pulp and paper mill located in Roaring Spring shall be deemed Capital Expenditures for purposes of reporting, variance reporting and testing covenants described in Section Capital Lease Obligations means as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. Capital Stock means, with respect to any Person, all of the shares of Capital Stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of Capital Stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of Capital Stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. Carve-Out means an amount equal to the sum of (i) all fees required to be paid to the clerk of the Bankruptcy Court or any claims agent retained to perform such services and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) fees and expenses of up to $50,000 incurred by a trustee under Section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); and (iii) allowed and unpaid claims for unpaid fees, costs, and expenses (the Professional Fees ) incurred by persons or firms 7

172 retained by the Debtors or the official committee of unsecured creditors in the Chapter 11 Cases (the Creditors Committee ), if any, whose retention is approved by the Bankruptcy Court pursuant to Sections 327 and 1103 of the Bankruptcy Code, but excluding professionals engaged in the ordinary course of business of the Debtors (collectively, the Professional Persons ), subject to the terms of the Interim Financing Order, the Final Financing Order and any other interim or other compensation order entered by the Bankruptcy Court that are incurred (A) at any time before delivery by the Administrative Agent of a Carve-Out Trigger Notice, whether allowed by the Bankruptcy Court prior to or after delivery of a Carve-Out Trigger Notice (the Pre-Trigger Date Fees ), subject to any limits imposed by the Approved Budget, the Interim Financing Order or Final Financing Order or otherwise on Professional Fees permitted to be incurred in connection with any permitted investigations of claims and defenses against any prepetition secured parties; and (B) after the occurrence (the Trigger Date ) and during the continuance of an Event of Default and delivery of written notice (the Carve-Out Trigger Notice ) thereof (which may be by ) to the Loan Parties, the Loan Parties counsel, the United States Trustee, and lead counsel for the Creditors Committee, if any, in an aggregate amount not to exceed $500,000 (the amount set forth in this clause (iii)(b) being the Post-EoD Carve-Out Amount ); provided, that nothing herein shall be construed to impair the ability of any party to object to the fees, expenses, reimbursement or compensation described in clauses (i), (ii), (iii)(a) or (iii)(b) above, on any grounds. Notwithstanding the foregoing, the Carve-Out shall not include, apply to or be available for any fees or expenses incurred by any party in connection with (a) the investigation, initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation (i) against any of the Lenders, the Administrative Agent, the Arranger, or the holders of the indebtedness under the Prepetition First Lien Credit Agreement (whether in such capacity or otherwise), or (ii) challenging the amount, validity, perfection, priority or enforceability of or asserting any defense, counterclaim or offset to, the obligations and the liens and security interests granted under the Loan Documents or the indebtedness under the Prepetition First Lien Credit Agreement (whether in such capacity or otherwise), including, in each case, without limitation, for lender liability or pursuant to Section 105, 510, 544, 547, 548, 549, 550, or 552 of the Bankruptcy Code, applicable non-bankruptcy law or otherwise; (b) attempts to modify any of the rights granted to the Lenders or the Administrative Agent; (c) attempts to prevent, hinder or otherwise delay any of the Lenders or the Administrative Agent s assertion, enforcement or realization upon any Collateral in accordance with the Loan Documents and the Final Financing Order; (d) paying any amount on account of any claims arising before the commencement of the Chapter 11 Cases unless such payments are approved by an order of the Bankruptcy Court; or (e) after delivery of a Carve-Out Trigger Notice, any success, completion, back-end or similar fees; provided that no more than an aggregate of $100,000 of the proceeds of the Term Loans and the loans under the Existing DIP Agreement, the Collateral, the collateral securing the obligations under the Existing DIP Agreement, the collateral securing the obligations under the Prepetition First Lien Credit Agreement, proceeds of the foregoing and the Carve-Out may be used by the Creditors Committee in respect of the investigation of the claims and liens of the secured parties under the Prepetition First Lien Credit Agreement, solely to the extent set forth in the Interim Financing Order or Final Financing Order (but not to litigate, object to or challenge any of the foregoing) and potential claims, counterclaims, causes of action or defenses against the secured parties under the Prepetition First Lien Credit Agreement, solely to the extent set forth in the Interim Financing Order or Final Financing Order (but not to litigate any of the foregoing). 8

173 For the avoidance of doubt and notwithstanding anything to the contrary herein or in the Loan Documents, the Carve-Out shall be senior to all liens and claims granted under the Interim Financing Order and the Loan Documents, any adequate protection liens, if any, and the superpriority claims, and any and all other liens or claims securing the Loans. Carve-Out Trigger Notice has the meaning assigned to such term in the definition of Carve-Out. Cash Balance means, on any Business Day, (a) the collected balance of total cash held by the Borrower and its Subsidiaries, including only those deposited funds that have cleared bank processing, less (b) outstanding payments made by check, debit and wire that have been sent to the payee but not yet cleared bank processing. Cash Equivalents means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition, or in the case of any Foreign Subsidiary only, such local currencies held by it from time to time in the ordinary course of business; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any Lender or by any commercial bank organized under the Laws of the United States, any state thereof or any member nation of the Organization for Economic Cooperation and Development having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) shares of money market mutual or similar funds at least 95% of the assets of which satisfy the requirements of clauses (a) through (f) of this definition; or (h) in the case of any Foreign Subsidiary only, instruments equivalent to those referred to in clauses (a) through (g) above in each case denominated in any foreign currency comparable in credit quality and tenor to those referred to in such clauses above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Foreign Subsidiary. Cash Inflows means, for any given Week, the amount of Actual Collections in cash for such Week. 9

174 Cash Management Agreement means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card (including corporate purchase and travel card), electronic funds transfer and other cash management arrangements. Cash Outflows means, for any given Week, the amount of Actual Disbursements in cash of the Loan Parties for such Week. CFC means a Person that is a controlled foreign corporation under Section 957 of the Code. Change in Law means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted or issued. Chapter 11 Cases has the meaning assigned to such term in the recitals hereto. Closing Date means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section Code means the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder. Collateral means all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is created or purported to be created by any Security Document. Commitment means, with respect to any Lender, the commitment of such Lender to make Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender s name on Schedule 2.01 under the caption Commitment, or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted in accordance with Section 2.01 (b) or otherwise in accordance with this Agreement. For the avoidance of doubt, if any Lender shall become a Defaulting Lender, the Backstop Party s Commitment shall include the Commitment of such Defaulting Lender. Commitment Fee has the meaning specified in Section 2.09(a). Committed Loan Notice means a notice of (a) a Term Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A. 10

175 Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. 1 et seq.), as amended from time to time, and any successor statute. Commonly Controlled Entity means an entity, whether or not incorporated, that is under common control with Holdings or the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes Holdings or the Borrower and that is treated as a single employer under Section 414 of the Code. Compliance Certificate means a certificate substantially in the form of Exhibit D. Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. Consolidated EBITDA means, for any period, the sum of (i) Consolidated Net Income for such period plus (ii) without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense (including, but not limited to, goodwill), (d) any non-cash extraordinary charges or losses and any non-cash non-recurring charges or losses determined in accordance with GAAP, (e) non-cash charges from employee compensation deferrals and employer matching contributions pursuant to the ESOP Documentation relating to ESOP Stock Issuances, (f) cash losses from Asset Sales, (g) cash restructuring charges and/or non-recurring cash charges or losses not to exceed $2,000,000 in any twelve month period, and (h) any other non-cash charges, non-cash expenses or non-cash losses of Holdings or any of its Subsidiaries agreed to in writing by the Administrative Agent (at the direction of the Required Lenders) (provided, however, that cash payments made in any future period in respect of such non-cash charges added back in determining Consolidated EBITDA for periods ending after the Closing Date shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in the period when such payments are made) minus (iii) to the extent included in the statement of such Consolidated Net Income for such period, the sum of, without duplication, (a) interest income, (b) any extraordinary income or gains determined in accordance with GAAP, (c) any cancellation-of-debt income resulting from repurchases or exchanges of Indebtedness after the Closing Date, (d) cash gains from Asset Sales and (e) any other noncash income (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in the parenthetical to clause (h) above), all as determined on a consolidated basis. Consolidated Forecast has the meaning assigned to such term in Section 6.14(c). Consolidated Net Income means, for any period, the consolidated net income (or loss) of Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of Holdings) in which Holdings or any of its Subsidiaries has an ownership interest, except to the 11

176 extent that any such income is actually received by Holdings or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of Holdings that is not a Loan Party to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary. Consolidated Tangible Assets means, with respect to Holdings and its Subsidiaries as of any date, the aggregate of the assets of Holdings and its Subsidiaries excluding goodwill, patents, trade names, trademarks, copyrights, franchises, experimental expense (to the extent capitalized), organization expense (to the extent capitalized) and any other assets properly classified as intangible assets in accordance with GAAP, as of the date on which the most recent financial statements were delivered pursuant to Section 6.01(a) or (b) (or Section 5.01) on a consolidated basis, determined in accordance with GAAP. In the event that information relating to Consolidated Tangible Assets is not available as of any date, then the most recently available information will be used. Contractual Obligation means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. Cost-Cutting Transactions means one or more dispositions of certain assets in connection with the Borrower s plan to execute certain profit improvement projects, in an aggregate amount not to exceed $2,500,000, so long as the proceeds thereof are used in accordance with the Approved Budget. Creditors Committee has the meaning assigned to such term in the definition of the term Carve-Out. Cumulative Period means the period from the Petition Date through the most recent Week ended. Cumulative Thirteen Week Period means the thirteen-week period through the Saturday of the most recent Week then ended, or if a thirteen-week period has not then elapsed from the Petition Date, the Cumulative Period. Debtor Relief Laws means 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 from time to time in effect and affecting the rights of creditors generally. Default means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. Defaulting Lender means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the 12

177 Borrower in writing that such failure is the result of such Lender s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower and the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender s obligation to fund a Loan hereunder and states that such position is based on such Lender s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) upon delivery of written notice of such determination to the Borrower and each Lender. Derivatives Counterparty means any financial institution, commodities or stock exchange or clearinghouse. DIP Superpriority Claims has the meaning assigned to such term in Section 2.17(a). Disposition or Dispose means the sale, transfer or other disposition (including any sale and leaseback transaction, but excluding the granting of Liens permitted by this Agreement and any exercise of remedies in connection therewith, leases, licenses, sub-leases, sub-licenses and transfers pursuant to condemnation and similar proceedings) of any property by any Person, including any such sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 13

178 Disqualified Capital Stock means any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Capital Stock that is not Disqualified Capital Stock), 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 of the 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 other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Capital Stock that is not Disqualified Capital Stock), 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 Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the date that is ninety-one (91) days after the Scheduled Termination Date. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of that Capital Stock have the right to require Holdings, or Holdings has the obligation, to repurchase such Capital Stock pursuant to the terms of the ESOP will not constitute Disqualified Stock. Dollar and $ mean lawful money of the United States. Domestic Subsidiary means any Subsidiary that is organized under the Laws of any political subdivision of the United States. EEA Financial Institution means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. EEA Member Country means any of the member states of the European Union, Iceland, Liechtenstein and Norway. EEA Resolution Authority means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. Eligible Assignee means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vii) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)). Embargoed Person shall have the meaning assigned to such term in Section Environmental Laws means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution or the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 14

179 Environmental Liability means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. ERISA means the Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder. ESOP means the Appleton Papers Retirement Savings and Employee Stock Ownership Plan. ESOP Component means the employee stock ownership plan component of the ESOP. ESOP Documentation means the collective reference to (a) the Appleton Papers Retirement Savings and Employee Stock Ownership Plan (Amended and Restated Effective as of January 1, 2009), (b) the Amended and Restated Trust Agreement for the Appleton Papers Inc. Employee Stock Ownership Trust, adopted April 1, 2013 and (c) all amendments, supplements or other modifications to any of the foregoing, all schedules, exhibits and annexes thereto and all agreements affecting the terms thereof or entered into in connection therewith. ESOP Stock Issuances means with respect to any period, any issuance of common stock by Holdings to the ESOP during such period. ESOP Trust means the Appleton Papers Inc. Employee Stock Ownership Trust. EU Bail-In Legislation Schedule means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. Eurodollar Rate means, with respect to any Eurodollar Rate Loan for any Interest Period therefor, the rate per annum equal to the arithmetic mean (rounded to the nearest 1/100th of 1%) of the offered rates for deposits in Dollars with a term comparable to such Interest Period that appears on Reuters Screen LIBOR01 Page (or such other page as may replace such page on such service for the purpose of displaying the rates at which Dollar deposits are offered by leading banks in the London interbank deposit market as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London, England time, on the second full Business Day preceding the first day of such Interest Period; provided, however, that (i) if no comparable term for an Interest Period is available, the Eurodollar Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if Reuters Screen LIBOR01 Page shall at any time no longer exist, Eurodollar Rate means, with respect to each day during each Interest Period pertaining to Eurodollar Rate Loans comprising part of the same Borrowing, the rate per annum equal to the average of the quotations received by the Administrative Agent at which Dollar deposits are offered by three leading banks in the London deposit market at approximately 11:00 a.m., London, England time, two (2) Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such 15

180 Eurodollar Borrowing to be outstanding during such Interest Period. Reuters Screen LIBOR01 Page means the display designated on the Reuters 3000 Xtra Page (or such other page as may replace such page on such service for the purpose of displaying the rates at which Dollar deposits are offered by leading banks in the London interbank deposit market). Eurodollar Rate Loan means a Term Loan that bears interest at a rate based on the Adjusted Eurodollar Rate. Event of Default has the meaning specified in Section Excluded Taxes means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment 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 lending office 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 or Commitment 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 an assignment request by the Borrower under Section 3.06(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient s failure to comply with Section 3.01(f) and (d) any U.S. federal withholding Taxes imposed under FATCA. Executive Order has the meaning specified in Section 5.24(a). Existing Cash Management Agreements means those cash management agreements set forth on Schedule 1.01(c). Existing DIP Agreement has the meaning assigned to such term in the recitals hereto. Existing DIP Date means October 2, Existing DIP Loan Documents means, collectively, the Loan Documents as defined in the Existing DIP Agreement. Existing Letters of Credit means those existing letters of credit described on Schedule 1.01(b), as may be renewed, extended or otherwise modified from time to time. FATCA means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code. 16

181 Federal Funds Rate means, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States 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 (rounded upwards, if necessary to the next 1/100th of 1%) of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Final Financing Order has the meaning specified in Section 4.02(a). Financing Orders means, collectively, the Interim Financing Order and the Final Financing Order. Foreign Lender means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. Foreign Subsidiary means any Subsidiary that is not a Domestic Subsidiary. Fox River Indemnity Arrangements means the collective reference to the PDC Environmental Indemnity Agreement, the AWA Environmental Indemnity Agreement, the Fox River Security Agreement, the Bermuda Company Agreements and the NCR Agreements. Fox River Security Agreement means the Security Agreement, relating to the AWA Environmental Indemnity Agreement, dated as of November 9, 2001, among the Borrower, Holdings and AWA. FRB means the Board of Governors of the Federal Reserve System of the United States. Fund means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. GAAP means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination. Governmental Authority means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank). 17

182 Group Members means the collective reference to Holdings, the Borrower and their respective Subsidiaries. Guarantee and Collateral Agreement has the meaning specified in Section 4.01(a)(iii). Guarantee and Collateral Agreement (Canada) has the meaning specified in Section 4.01(a)(iii). Guarantee and Collateral Agreements means, collectively, the (i) Guarantee and Collateral Agreement and (ii) the Guarantee and Collateral Agreement (Canada). Guarantee Obligation means, as to any Person (the guaranteeing person ), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the primary obligations ) of any other third Person (the primary obligor ) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. Guarantors means, collectively, Holdings, the Subsidiaries of Holdings listed on Schedule 6.09, including, without limitation, Appvion Canada, and each other Subsidiary of Holdings that shall be required to execute and deliver a Guaranty or guaranty supplement pursuant to Section 6.09, in each case unless and until released pursuant to the terms of the Loan Documents. For the avoidance of doubt, in no event shall (i) PDC Capital Corporation or (ii) any Foreign Subsidiary (other than a Subsidiary organized under the laws of Canada or any province thereof) be a Guarantor. Guaranty means the Guaranty made pursuant to the Guarantee and Collateral Agreements in favor of the Secured Parties, together with each other guaranty and guaranty supplement delivered pursuant to Section

183 Hazardous Materials means all explosive or radioactive substances or wastes and all hazardous or toxic substances, materials, wastes or other pollutants, including gasoline or petroleum (including crude oil or any fraction thereof or petroleum distillates), asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, urea-formaldehyde, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. Hedge Agreements means all interest rate swaps, caps or collar agreements or similar arrangements dealing with interest rates or currency exchange rates or the exchange of nominal interest obligations or commodity agreements or other similar arrangements designed to protect against fluctuations in commodity prices, either generally or under specific contingencies. Hedge Termination Value means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender). Holdings has the meaning specified in the introductory paragraph hereto. Holdings Entity Transaction means the consummation of a merger or consolidation by Holdings with a Specified Person or the acquisition of more than 50% of the voting power of all Voting Stock of Holdings by a Specified Person; provided that such transaction does not result in any person (as that term is used in Section 13(d) of the Exchange Act) other than a Specified Person becoming the Beneficial Owner, directly or indirectly, of more than 50% of the voting power of all Voting stock of the Borrower; provided further that the following conditions precedent to such transaction are met: (i) no Default shall have occurred and be continuing at the time of the proposed transaction or would result therefrom, (ii) all guaranty and collateral requirements under the Loan Documents shall have been satisfied with respect to Holdings (or the Specified Person, in the case of a transaction in which the Specified Person is the surviving entity), (iii) Holdings (or the Specified Person, in the case of a transaction in which the Specified Person is the surviving entity) shall own not less than 100% of the Capital Stock of the Borrower, (iv) in the case of a transaction in which the Specified Person is the surviving entity, the Administrative Agent shall have received fully executed assumption documentation in connection therewith and opinions of counsel, in each case, as reasonably requested by the Administrative Agent (at the direction of the Required Lenders) and (v) the Administrative Agent shall have received all documentation and other information with respect to the Specified Person as may be required by regulatory authorities or the Administrative Agent s, and/or such Lender s internal policies under applicable know your customer and anti-money laundering rules and regulations, including, without limitation, the Patriot Act. In respect of a Holdings Entity Transaction, Specified Person means (a) a special purpose acquisition company having no material operations, operating assets or liabilities or (b) a Morris Trust vehicle or reverse Morris Trust vehicle. For the avoidance of doubt, the surviving entity of any Holdings Entity Transaction (to the extent not Holdings) shall be deemed to be Holdings as if such entity were an original party to this Agreement and the other Loan Documents. 19

184 IDB Loan means two separate Loan Agreements (as amended or otherwise modified prior to the date hereof, the IDB Loan Agreements ), each dated as of August 1, 1997, by and between the Borrower and Village of Combined Locks, Wisconsin, pursuant to which the Village of Combined Locks, Wisconsin made a loan to the Borrower with the proceeds of certain Industrial Development Bonds. Immaterial Subsidiary means, at any date of determination, all Foreign Subsidiaries of Holdings (other than a Subsidiary organized under the laws of Canada or any province thereof) designated as such in writing by the Borrower to the Administrative Agent from time to time which does not have either (a) Consolidated EBITDA that is, when combined with all other Immaterial Subsidiaries, greater than 5.0% of the Consolidated EBITDA of Holdings and its Subsidiaries as of the most recent fiscal quarter end for which financial statements have been delivered under Section 6.01(a) or (b) or (b) total assets with a book value that are, when combined with all other Immaterial Subsidiaries, greater than 5.0% of the consolidated total assets of Holdings and its Subsidiaries as of the most recent fiscal quarter end for which financial statements have been delivered under Section 6.01(a) or (b). If, at any time and from time to time after the Closing Date, one or more Subsidiaries shall cease to qualify as Immaterial Subsidiaries, then the Borrower shall, on the date on which financial statements are due in accordance with Section 6.01(a) or (b), designate in writing to the Administrative Agent one or more of such Subsidiaries (which shall cease to constitute Immaterial Subsidiaries ) as may be necessary to ensure compliance with this definition. Incremental NM Commitment means, Commitments of the Backstop Party in the principal amount of $15,000,000 and as may be updated in connection with the reallocation to Additional Lenders as provided in Section 2.01(b)(ii). Indebtedness means, of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, provided that, if recourse in respect of such Indebtedness is so limited, the amount of such Indebtedness shall be deemed to be the lesser of the principal amount thereof and the fair market value of the property encumbered by such Lien as determined in good faith by the Board of Directors of Holdings), (e) all Capital Lease Obligations and all Synthetic Debt of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all obligations of such Person with respect of Disqualified Capital Stock, which in the case of redeemable preferred Capital Stock shall be deemed to be the liquidation value of such redeemable preferred Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an 20

185 existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation (provided that, if such Person has not assumed or otherwise become liable in respect of such Indebtedness, the amount of such Indebtedness shall be deemed to be the lesser of the principal amount of such Indebtedness and the fair market value of the property encumbered by such Lien as determined in good faith by the Board of Directors of Holdings) and (j) for the purposes of Sections 7.02 and 8.01(e) only, all obligations of such Person in respect of Hedge Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. The amount of any obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date. Indemnified Taxes means (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or Holdings under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. Indemnitees has the meaning specified in Section 11.04(b). Information has the meaning specified in Section Insolvency means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA. Insolvent means pertaining to a condition of Insolvency. Intellectual Property means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign Laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. Intellectual Property Security Agreement has the meaning specified in Section 4.01(a)(v). Interest Payment Date means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Termination Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the first Business Day after the end of each March, June, September and December and the Termination Date. 21

186 Interest Period means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that: (a) any Interest Period that would otherwise end 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, 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 the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (c) no Interest Period shall extend beyond the Scheduled Termination Date. Interim Availability Amount means the lesser of (a) $90,000,000 plus PIK Interest and (b) such amount of Term Loans authorized to be borrowed by the Borrower pursuant to the terms of the Interim Financing Order. Interim Financing Order has the meaning specified in Section 4.01(e). Investment means, as to any Person, any direct or indirect acquisition or investment by such Person, by means of (a) the purchase or other acquisition of Capital Stock of another Person, (b) a loan, advance or capital contribution to, Guarantee Obligation or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but shall be reduced by all cash returns of principal or capital received on or prior to the date of determination (including all cash dividends, cash distributions and cash repayments in the nature of a return of principal or capital), and except as otherwise provided therein. IRS means the United States Internal Revenue Service. Laws means, collectively, all international, foreign, Federal, state and local laws, statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of Law. Lender means each Lender that holds a Term Loan. Lending Office means, as to any Lender, the office or offices of such Lender described as such in such Lender s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 22

187 Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). Loan means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan. Loan Documents means, collectively, (a) this Agreement, (b) the Notes, (c) the Security Documents, (d) the PJT Letter Agreement, (e) the Administrative Agent Fee Letter, (f) the Interim Financing Order and (g) the Final Financing Order. Loan Parties means, collectively, the Borrower and each Guarantor. Majority Lender means certain funds and accounts managed by Franklin Advisers, Inc. that are Lenders. Material Adverse Effect means any event, condition, circumstance or contingency occurring since June 30, 2017 or subsequent date, as applicable (other than as customarily occurs as a result of events leading up to and following the commencement of the Chapter 11 Cases under Chapter 11 of the Bankruptcy Code by the Debtors) that, individually or in the aggregate, (a) has had or would reasonably be expected to have, a material adverse effect on the business, operations, properties, assets or condition of the Borrower and its Subsidiaries, taken as a whole or (b) has resulted in, or would reasonably be expected to result in, a material impairment of the validity or enforceability of, or a material impairment of the material rights, remedies or benefits available to Lenders, the Administrative Agent or the collateral agent under any Loan Document. Notwithstanding the foregoing, (i) the filing of the Chapter 11 Cases (and any defaults under pre-petition agreements, so long as the exercise of remedies as a result of such defaults are stayed under the Bankruptcy Code or such agreements are voided or invalidated by the Bankruptcy Court), (ii) events specifically described in the Declaration of Alan D. Holtz in Support of Chapter 11 Petitions and First Day Motions, dated October 1, 2017, and (iii) the existence of any claim or liability that is Pre-Petition, unsecured and junior in priority to the Obligations (each of the foregoing clauses (i), (ii) and (iii), collectively, the Chapter 11 Events and Circumstances ), will each not be deemed to have a Material Adverse Effect. Maximum Rate shall have the meaning assigned to such term in Section Moody s means Moody s Investors Service, Inc. and any successor thereto. Multiemployer Plan means a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. Net Cash Proceeds means, with respect to (a) any Disposition, (b) issuance of Indebtedness by Holdings or any of its Subsidiaries, (c) issuance of Capital Stock by Holdings or any of its Subsidiaries or (d) any proceeds of casualty insurance or condemnation awards (or payments in lieu thereof) received or paid to the account of Holdings or any of its Subsidiaries, 23

188 the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary fees and out-of-pocket expenses incurred by Holdings or such Subsidiary in connection with such transaction and (C) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated Taxes pursuant to subclause (C) exceeds the amount of Taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess with respect to estimated Taxes shall constitute Net Cash Proceeds and shall be deemed received as of the date the determination of such excess with respect to estimated Taxes is made. New Letters of Credit means the letters of credit in an aggregate amount not to exceed $5,000,000 at any time outstanding, to be issued pursuant to the terms and conditions of that certain Letter of Credit Agreement, dated as of February 2, 2018, by and between Borrower and Citizens Bank, N.A. Non-Consenting Lender means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Lenders in accordance with the terms of Section and (ii) has been approved by the Required Lenders. Non-Defaulting Lender means, at any time, each Lender that is not a Defaulting Lender at such time. Non-Guarantor means any Subsidiary of Holdings (other than the Borrower) that is not a Guarantor. Note means a Term Loan Note. Obligations means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including PIK Interest, interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. OFAC has the meaning specified in Section 5.24(b). Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-u.s. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint 24

189 venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. Other Connection Taxes means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient 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 transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). Other Taxes means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under any Loan Document, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06). Outstanding Amount means with respect to Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings, and prepayments or repayments of Term Loans, as the case may be, occurring on such date. Participant has the meaning specified in Section 11.06(d). Participant Register has the meaning specified in Section 11.06(d). Participation Deadline has the meaning assigned to such term in Section 2.01(b)(i). Patriot Act means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law PBGC means the Pension Benefit Guaranty Corporation. PDC Environmental Indemnity Agreement means the Fox River PDC Environmental Indemnity Agreement, dated as of November 9, 2001, between Holdings and the Borrower, as amended prior to the date hereof and, if in accordance with the terms hereof, on or after the date hereof. Period means the Prior Week, the Trailing Four Week Period, the Cumulative Thirteen Week Period or the Cumulative Period, as applicable. Permitted Existing Debt means Indebtedness described on Schedule

190 Permitted Refinancing Debt means (w) in connection with any refinancing of the Second Lien Notes, new Indebtedness of the Borrower having terms (other than pricing, subject to the terms of the Prepetition Intercreditor Agreement, if applicable), taken as a whole, not materially less favorable to the Borrower than those applicable to the Second Lien Notes or otherwise on then market terms and conditions for comparable debt issuances, or for senior unsecured notes, as the case may be (in each case as determined in good faith by the Administrative Agent), or otherwise acceptable to the Required Lenders; provided that in no event shall such Indebtedness (a) amortize, or otherwise be subject to scheduled redemptions, repurchases or other payments of principal or have a final maturity date that is earlier than the date that is six (6) months after the Scheduled Termination Date, (b) require prepayments (or mandatory redemptions) in a manner more extensive than the Second Lien Notes, (c) contain maintenance or other springing or conditional financial covenants that are more restrictive than this Agreement, (d) be secured by Liens, if any, that are not subordinated to the Liens securing the Obligations in a manner at least as favorable to the Lenders as provided for in the Prepetition Intercreditor Agreement; provided that the Administrative Agent (at the direction of the Required Lenders in their sole discretion) may agree to enter into a new intercreditor agreement with the agent or trustee under such new Indebtedness that is entered into to refinance the Second Lien Notes to the extent such new intercreditor agreement is in form and substance satisfactory to the Required Lenders, or (e) contain other terms and conditions that are more restrictive, taken as a whole, than those under this Agreement (as determined in good faith by the Required Lenders); (x) in connection with any refinancing of any Subordinated Indebtedness of the Borrower, new Subordinated Indebtedness of the Borrower having terms (other than pricing), taken as a whole, not materially less favorable to the Borrower than those applicable to the Subordinated Indebtedness being refinanced (as determined in good faith by the Required Lenders); provided that in no event shall such Indebtedness (a) amortize, or otherwise be subject to scheduled redemptions, repurchases or other payments of principal or have a final maturity date that is earlier than the date that is six (6) months after the Scheduled Termination Date, (b) be subordinated to the Obligations in a manner less favorable to the Lenders than the Subordinated Indebtedness being refinanced, (c) contain maintenance or other springing or conditional financial covenants, (d) require prepayments or mandatory redemptions in a manner more extensive than the Subordinated Indebtedness being refinanced or (e) contain other terms and conditions that are more restrictive, taken as a whole, than those under this Agreement (as determined in good faith by the Required Lenders); and (y) in connection with any refinancing of unsecured Indebtedness of the Borrower, new unsecured Indebtedness of the Borrower having terms (other than pricing), taken as a whole, not materially less favorable to the Borrower than those applicable to the unsecured Indebtedness being refinanced or otherwise on then market terms and conditions for senior unsecured debt securities (in each case as determined in good faith by the Required Lenders); provided that in no event shall such Indebtedness (a) amortize, or otherwise be subject to scheduled redemptions, repurchases or other payments of principal or have a final maturity date that is earlier than the date that is six (6) months after the Scheduled Termination Date, (b) require prepayments or mandatory redemptions in a manner more extensive than the unsecured Indebtedness being refinanced, (c) contain maintenance or other springing or conditional financial covenants or (d) contain other terms and conditions that are more restrictive, taken as a whole, than those under this Agreement (as determined in good faith by the Required Lenders). Permitted Refinancing Debt Documents means all instruments and other agreements entered into by Holdings, the Borrower or any Subsidiaries in connection with any Permitted Refinancing Debt. 26

191 Permitted Variance has the meaning assigned to such term in Section 7.01(a). Person means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. Petition Date has the meaning assigned to such term in the recitals hereto. PIK Election has the meaning assigned to such term in Section 2.08(c). PIK Interest has the meaning assigned to such term in Section 2.08(c). PJT Letter Agreement means that certain letter agreement dated September 15, 2017, by and among the Borrower, PJT Partners LP and O Melveny & Myers LLP. Plan means at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an employer as defined in Section 3(5) of ERISA. Platform has the meaning specified in Section Pledged Stock has the meaning specified in the applicable Guarantee and Collateral Agreement. Post-EoD Carve-Out Amount has the meaning assigned to such term in the definition of the term Carve-Out. Prepetition Debt means the Indebtedness evidenced by the Prepetition First Lien Credit Agreement, the Second Lien Notes, the IDB Loan, the State of Ohio Loan and the Receivables Facility. Prepetition First Lien Administrative Agent has the meaning assigned to such term in the recitals hereto. Prepetition First Lien Agents has the meaning assigned to such term in the recitals hereto. Prepetition First Lien Credit Agreement has the meaning assigned to such term in the recitals hereto. Prepetition First Lien Lenders has the meaning assigned to such term in the recitals hereto. Prepetition First Lien Loan Facility means the Facility as defined in the Prepetition First Lien Credit Agreement. Prepetition First Lien Loans means any extension of credit made by Prepetition First Lien Lenders under the Prepetition First Lien Credit Agreement. 27

192 Prepetition First Lien Obligations shall mean the Indebtedness evidenced by the Prepetition First Lien Credit Agreement. Prepetition First Lien Revolver Agent has the meaning assigned to such term in the recitals hereto. Prepetition Intercreditor Agreement means the Intercreditor Agreement, dated as of November 19, 2013, executed by Holdings, the Borrower, the other Loan Parties from time to time party thereto, the Prepetition First Lien Administrative Agent and the collateral agent under the Second Lien Note Indenture, and as the same may be amended, restated, supplemented, waived and/or otherwise modified from time to time in accordance with the terms thereof and of this Agreement. Primed Liens means the existing liens (x) on any Collateral that secures the obligations of the applicable Debtor under or governed by (i) the Prepetition First Lien Credit Agreement, (ii) the Second Lien Notes or (iii) the Existing DIP Agreement. Priming Liens has the meaning assigned to such term in Section 2.17(d). Prior Week means, as of any date of determination, the immediately preceding week ended on a Saturday and commencing on the prior Sunday. Professional Fees has the meaning assigned to such term in the definition of the term Carve-Out. Properties has the meaning specified in Section 5.17(a). Public Lender has the meaning specified in Section Qualified IPO means the first bona fide underwritten public offering by Holdings of its Capital Stock after the Closing Date pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended, that yields cash gross proceeds to Holdings of at least $50,000,000. Reallocation Date shall have the meaning specified in Section 2.01(b)(i). Receivable has the meaning specified in the Guarantee and Collateral Agreements. Receivables Facility means that certain Receivables Purchase Agreement (as amended or otherwise modified prior to the date hereof, the Receivables Facility ), dated as of June 4, 2014, by and among the Borrower, as servicer, Appvion Receivables Funding I LLC, as seller, the various purchasers from time to time party thereto, and Fifth Third Bank, as purchaser and administrative agent. Recipient means (a) the Administrative Agent and (b) any Lender. Recovery Event means any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member. 28

193 Register has the meaning specified in Section 11.06(c). Related Lender means with respect to any Roll-Up Lender, (i) any of its Affiliates holding Roll-Up Loans on the date of this Agreement or any other applicable date of determination in connection with the transactions contemplated by Section 2.01(b) or (ii) if and to the extent that such Lender is acting as a fronting lender (or similar role) for any Person that is a Roll-Up Lender, in accordance with the procedures separately agreed among the Administrative Agent, such Roll-Up Lender, such Lender and any of its Affiliates. Related Parties means, with respect to any Person, such Person s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, representatives and advisors of such Person and of such Person s Affiliates. Reorganization means with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA. Reportable Event means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under Subpart B of PBGC Reg Request for Borrowing means with respect to a Borrowing, conversion or continuation of Term Loans, a Committed Loan Notice. Required Lenders means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings and (b) aggregate unused Commitments; provided that the unused Commitment of, and the portion of the Total Outstandings held, or deemed held by, any Defaulting Lender shall be excluded for the purposes of making a determination of Required Lenders. Requirement of Law means, as to any Person, the Certificate or Articles of Incorporation and By-Laws or other organizational or governing documents of such Person, and any Law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. Responsible Officer means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party and any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party and each certification by a Responsible Officer set forth in any such document shall be deemed given by such Responsible Officer in such Person s representational capacity as such Responsible Officer and not in such Person s individual capacity. 29

194 Restricted Junior Debt Payment has the meaning specified in Section 7.08(a). Restricted Payment has the meaning set forth in Section Roll-Up Lenders has the meaning assigned to such term in the Existing DIP Agreement. Roll-Up Loans has the meaning assigned to such term in the Existing DIP Agreement. S&P means S&P Global Ratings, a division of S&P Global, Inc., and any successor thereto. Sale has the meaning assigned to such term in Section 6.21(a). Sale and Leaseback Transaction means, with respect to Holdings or any of its Subsidiaries, any arrangement, directly or indirectly, with any Person whereby Holdings or such Subsidiary shall sell or transfer property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred. Sale Order has the meaning assigned to such term in Section 6.21(c). Sanctions has the meaning specified in Section 5.24(b). Scheduled Termination Date means the date that is nine (9) months after the Existing DIP Date. SEC means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. Second Lien Note Documents means the Second Lien Note Indenture, the Second Lien Notes, the Second Lien Security Documents and each other document, instrument or agreement relating to the issuance of the Second Lien Notes, as the same may be amended, restated, supplemented, waived and/or otherwise modified from time to time in accordance with the terms thereof, of this Agreement and of the Prepetition Intercreditor Agreement. Second Lien Note Indenture means the indenture dated as of November 19, 2013, by and among Holdings, the Borrower, Appvion Canada Ltd., certain of its Subsidiaries and U.S. Bank National Association, as trustee and as collateral agent, in connection with the issuance of the Second Lien Notes, as the same may be amended, restated, supplemented, waived and/or otherwise modified from time to time in accordance with the terms thereof, of this Agreement and of the Prepetition Intercreditor Agreement. Second Lien Noteholders means institutions, or affiliates or funds related to such institutions, who hold the Second Lien Notes. Second Lien Notes means the senior secured second lien notes of the Borrower issued pursuant to the Second Lien Note Indenture. 30

195 Second Lien Security Documents means the collective reference to each security agreement, pledge agreement, mortgage, deed of trust, collateral agreement, instrument or other document granting or perfecting a Lien on any asset or assets of any Person in accordance with the terms of the Prepetition Intercreditor Agreement to secure the obligations and liabilities of Holdings, the Borrower and certain of its Subsidiaries under the Second Lien Note Documents. Secured Parties means, collectively, the Administrative Agent, the Arranger, the Lenders, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Security Documents. Security Documents means the collective reference to the Guarantee and Collateral Agreements, the Intellectual Property Security Agreement (and any supplement thereto) and all other security documents hereafter delivered to the Administrative Agent granting or perfecting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document. Single Employer Plan means any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan. Stalking Horse has the meaning assigned to such term in Section 6.21(a). State of Ohio Loan means that certain Loan and Security Agreement (as amended or otherwise modified prior to the date hereof, the State of Ohio Loan Agreement ), dated as of July 1, 2007, by and between the Borrower and the Director of Development of the State of Ohio on behalf of the State of Ohio, pursuant to which the State of Ohio made a loan to the Borrower with the proceeds of certain bonds (the State of Ohio Loan ). Statutory Reserves means, for any day during any Interest Period for any Borrowing of Eurodollar Rate Loans, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained, during such Interest Period under regulations issued from time to time (including Regulation D, issued by the FRB (the Reserve Regulations ) by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion Dollars against Eurocurrency funding liabilities (currently referred to as Eurocurrency liabilities (as such term is used in Regulation D)). Borrowings of Eurodollar Rate Loans shall be deemed to constitute Eurodollar liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under the Reserve Regulations. Subordinated Indebtedness means Indebtedness of any Group Member that is subordinated in right to and time of payment to the Obligations. Subsidiary of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a Subsidiary or to Subsidiaries shall refer to a direct or indirect Subsidiary or Subsidiaries of Holdings. 31

196 Subsidiary Chapter 11 Cases has the meaning assigned to such term in the recitals hereto. Superpriority Claim means a claim against any Loan Party in any of the Chapter 11 Cases that is a superpriority administrative expense claim having priority over any or all administrative expenses and other post-petition claims of the kind specified in, or otherwise arising or ordered under, any section of the Bankruptcy Code (including, without limitation, Sections 105, 326, 328, 330, 331, 503(b), 507(a), 507(b), 546(c), 726 (to the extent permitted by law), 1113 and/or 1114 thereof), whether or not such claim or expenses may become secured by a judgment lien or other non-consensual lien, levy or attachment, other than the Carve-Out. Synthetic Debt means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of Indebtedness or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP. Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. Term Borrowing means a Borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01(a). Term Loan means the term loans made to the Borrower pursuant to Section 2.01(a). Termination Date means the earliest of (a) the Scheduled Termination Date, (b) forty-five (45) days after the entry of the Interim Financing Order (or such later date (but in no event later than sixty (60) days after the entry of the Interim Financing Order) as the Required Lenders (as defined below) may reasonably agree) if the Final Financing Order (as defined below) has not been entered prior to the expiration of such period, (c) the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes hereof shall be no later than the effective date thereof) of a plan of reorganization filed in the Chapter 11 Cases that is confirmed pursuant to an order entered by the Bankruptcy Court, (d) the consummation of a sale of substantially all assets of the Loan Parties, and (e) the acceleration of the Loans and the termination of all Commitments in accordance with the Loan Documents; provided that, if such date is not a Business Day, the Termination Date shall be the immediately preceding Business Day. Total Outstandings means the aggregate Outstanding Amount of all Loans. Trailing Four Week Period means the four-week period up to and through the Saturday of the most recent Week then ended, or if a four-week period has not then elapsed from the Petition Date, the Cumulative Period. 32

197 Transaction means, collectively, (a) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents to which they are or are intended to be a party, (b) the making of the Term Loans and (c) the payment of the fees and expenses incurred in connection with the consummation of the foregoing. Type means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. UCC means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, UCC means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. United States and U.S. mean the United States of America. U.S. Loan Party means any Loan Party that is organized under the Laws of one of the states of the United States of America and that is not a CFC. U.S. Tax Compliance Certificate has the meaning assigned to such term in Section 3.01(f)(i)(B)(iii). Voting Stock of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. Week means any seven day period commencing on a Sunday and ending on the immediately following Saturday. Wholly Owned Subsidiary means as to any Person, any other Person all of the Capital Stock of which (other than directors qualifying shares required by Law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries. Winning Bidder has the meaning assigned to such term in Section 6.21(b). Withholding Agent means the Borrower, Holdings, and the Administrative Agent. Write-Down and Conversion Powers means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 33

198 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. 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 unless already followed by such phrase. The word will shall be construed to have the same meaning and effect as the word shall. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person s successors and assigns, (iii) the words herein, hereof and hereunder. and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time, and (vi) the words asset and property shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word from means from and including; the words to and until each mean to but excluding; and the word through means to and including. (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document Accounting Terms. (a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time, applied in a manner consistent with that used in preparing the audited consolidated balance sheet of Holdings and its Subsidiaries for the fiscal year ended December 24, 2016, and the related consolidated statements of income or operations, shareholders equity and cash flows for such fiscal year of Holdings and its Subsidiaries, including the notes thereto, except as otherwise required or permitted under GAAP (and subject to clause (b) below) and disclosed to the Administrative Agent and the Lenders in the first financial statements in which the change is made. 34

199 (b) Changes in GAAP. If at any time any change in GAAP (or a change by the Loan Parties in the application thereof) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (or the application thereof) (subject to the approval of the Borrower and the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP (or the application thereof) Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number) Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable) Commitments and Term Loans. ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS (a) Term Loans. Subject to the terms and applicable conditions set forth herein (including without limitation the conditions set forth in Article IV), each Lender agrees to make Term Loans to the Borrower during the Availability Period in an aggregate principal amount not to exceed such Lender s Commitment; provided that (i) the aggregate principal amount of Term Loans made prior to the entry of the Final Financing Order shall not exceed the Interim Availability Amount and (ii) if for any reason the full amount of any Lender s Term Loan Commitment is not fully drawn on the expiration of the Availability Period, the undrawn portion thereof shall automatically be cancelled and shall terminate immediately and without further action; provided further that if at any time, any Lender shall become a Defaulting Lender, the Backstop Party shall assume such Lender s Commitment (and such Lender shall remain a Defaulting Lender notwithstanding such assumption and funding by the Backstop Party). Each Borrowing shall consist of Term Loans made simultaneously by the Lenders in accordance with their respective Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein. 35

200 (b) Additional Lenders. (i) The Backstop Party shall make reallocations of its Commitments, and, to the extent applicable, Loans, to allow for additional Roll-Up Lenders (other than the Backstop Party) having Roll-Up Loans as of the Participation Deadline to become parties to this Agreement as Lenders, with such reallocation to occur no later than March 28, 2018 (or such later date as may be agreed by the Borrower and the Required Lenders) (the Reallocation Date ) (which election to become a Lender may be exercised though a Related Lender of any such Roll-Up Lender) (collectively, the Additional Lenders ) in an amount up to such Lender s Applicable Percentage (as defined in and determined under the Existing DIP Agreement) of Roll-Up Loans. The election of a Roll-Up Lender to become an Additional Lender shall be exercised in writing by delivered by such Roll-Up Lender to PJT Partners, the financial advisor for the Backstop Party, with a copy to the Administrative Agent at mmccauley@wilmingtontrust.com, at pilchman@pjtpartners.com, no later March 21, 2018 (the Participation Deadline ). (ii) Upon the Reallocation Date, the Commitments of, and, to the extent applicable, Loans made by, the Backstop Party shall be reallocated hereunder to the Additional Lenders with such reallocation to be effective on the Reallocation Date; provided that, (a) no Additional Lender s Applicable Percentage with respect to the Commitments and Term Loans shall exceed the percentage of Roll-Up Loans held by such Additional Lender as of the Reallocation Date (without giving effect to any Loans made on or prior to such date), (b) such allocations and assignments shall not reduce the aggregate amount of Commitment or reduce the Commitment of any Lender to the extent not reallocated pursuant to this Section 2.01(b), (c) each Additional Lender shall have executed and delivered a joinder to this agreement and shall have paid the Administrative Agent, for the account of the Backstop Party, an amount equal to the Loans reallocated to such Additional Lender (net of any Upfront Fee payable to such Additional Lender) and (d) if at any time, any Additional Lender shall become a Defaulting Lender, the Backstop Party shall assume such Additional Lender s Commitment (and such Additional Lender shall remain a Defaulting Lender notwithstanding such assumption and funding by the Backstop Party). The Lenders, each Additional Lender, the Agent and the Borrower agree that (w) the Administrative Agent shall update Schedule 2.01(b) to reflect the reallocation pursuant to this clause, (x) the reallocation pursuant to this clause shall constitute a payment in full by the Additional Lenders of the reallocated portion of the Backstop Party s Loans and a termination in full of such reallocated Commitments, (y) the reallocation pursuant to this clause shall result in such Additional Lender having the outstanding Loans and Commitments as if such were issued on the Reallocation Date (or within one Business Day thereafter, if the applicable joinder is effective as of such date) and (z) each Additional Lender shall make the payments required pursuant to Section 2.01(b)(ii)(d) to the Administrative Agent, and the Administrative Agent shall immediately transfer such funds plus the balance of any Upfront Fees held by the Administrative Agent to the Backstop Party in accordance with its Applicable Percentages. For the avoidance of doubt, no reallocation shall be effective until each applicable Lender has made such payments. (iii) Notwithstanding anything herein to the contrary, prior to any Person becoming a Lender or being allocated Loans and/or Commitments in connection with the reallocation set forth in Section 2.01(b)(ii) above, the Administrative Agent shall have received and be reasonably satisfied with all documentation and other information required by regulatory authorities under applicable know your customer and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT ACT. 36

201 2.02 Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing of Term Loans, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 10:00 a.m. (New York time) (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans and (ii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of at least $500,000 or a whole multiple of $500,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $50,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing or a conversion of Term Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans shall be made as, or converted to, Eurodollar Rate Loans with an Interest Period of one month. Any such automatic conversion to Eurodollar Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the unused Commitments in the case of any new Borrowing or otherwise its Applicable Percentage of the applicable Term Loans, as applicable, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation of Loans, in each case as described in Section 2.02(a). In the case of the Term Borrowings on the Closing Date, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent s Office not later than 12:00 noon (New York time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01, 4.02 and 4.03, the Administrative Agent shall make all funds so received available to the Borrower either by crediting an account of the Borrower maintained with Fifth Third Bank with the amount of such funds or by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. 37

202 (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued only on the last day of an Interest Period for such Eurodollar Rate Loan, however a Eurodollar Rate Loan may be converted at any time subject to any applicable breakage fees to be paid by the Borrower. During the existence of a Default, no Loans may be requested as or converted to Eurodollar Rate Loans or continued for an Interest Period of longer than one month, in each case, without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans made to the Borrower be converted to Base Rate Loans on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than six (6) Interest Periods in effect in respect of the Loans [Reserved.] 2.04 [Reserved.] 2.05 Prepayments. (a) Optional. (i) [Reserved.] (ii) Subject to Section 2.07(b) and the last sentence of this Section 2.05(a)(ii), the Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part subject to the payment of the Exit Fee concurrently therewith; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. (New York time) (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one (1) day prior to the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of at least $500,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount of the respective Borrowing); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender s ratable portion of such prepayment 38

203 (based on such Lender s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 and Section 2.07(b), as applicable. (b) Mandatory. (i) [Reserved.] (ii) Other than in connection with a Cost-Cutting Transaction (solely to the extent the proceeds thereof are incorporated into the Approved Budget effective as of the date of the applicable Cost-Cutting Transaction and solely to the extent such proceeds are used as and when contemplated thereby), if any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds, (y) receives Net Cash Proceeds of casualty insurance or condemnation awards (or from payments in lieu thereof) (excluding for purposes of this clause (y) any Net Cash Proceeds from Recoveries (as defined in the AWA Environmental Indemnity Agreement and the PDC Environmental Indemnity Agreement), which must be paid to AWA under the terms of the applicable Fox River Indemnity Arrangements) or (z) incurs or issues any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days of the receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below); provided, however, that, (A) so long as no Event of Default shall have occurred and be continuing, with respect to any prepayment of Term Loans required to be made pursuant to the preceding clause (x) above in this Section 2.05(b)(ii), subject to the consent of the Required Lenders (in their sole discretion), if such prepayment would result in the prepayment of one or more Eurodollar Rate Loans on a day other than the last day of the then current Interest Period for each such Eurodollar Rate Loan, the Borrower may defer the relevant portion of such required payment until the last day of the relevant then current Interest Period of each such applicable Eurodollar Rate Loan (provided that such deferral period shall in no case exceed sixty (60) days, provided further that, upon the occurrence of an Event of Default or the Termination Date during any such deferral period, the Borrower shall immediately prepay Term Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b)(ii) (without giving effect to this clause (A)) but which have not previously been so applied) and (B) with respect to any Net Cash Proceeds of (1) any property constituting an Asset Sale otherwise required to be applied under preceding clause (x) above in this Section 2.05(b)(ii), or (2) casualty insurance or condemnation awards (or from payment in lieu thereof) otherwise required to be applied under preceding clause (y) above in this Section 2.05(b)(ii), then in each case, subject to the prior written consent of the Required Lenders (in their sole discretion), such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets on terms and conditions reasonably agreed to by 39

204 the Required Lenders; and provided further, however, that any Net Cash Proceeds of, as applicable, Asset Sales or casualty insurance or condemnation awards (or from payment in lieu thereof) not so reinvested shall be promptly applied if an Event of Default has occurred and is continuing to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii) [Reserved.] 2.07 Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan of such Lender and all other Obligations on the Termination Date. If the Stalking Horse is the Winning Bidder, such payment in full shall be effected by converting the Obligations into, or refinancing the Obligations with the proceeds of, an exit facility (the Exit Facility ) for the Stalking Horse with a maturity date that shall be five (5) years after the closing of the Sale to the Stalking Horse and subject to other terms acceptable to the Required Lenders; provided, however, that any Obligations comprising unpaid fees and expenses of the Administrative Agent shall not be converted but shall be paid in cash on or before the Termination Date. The Exit Facility will be backstopped by the Backstop Party, and Lenders will have an opportunity to participate in proportion to their pro rata shares of the Term Loans. (b) Any repayment or prepayment of all or any portion of the principal amount of the Loans, upon any refinancing or replacement of the Loans, any optional or mandatory prepayment of Term Loans (in whole or in part) pursuant to Section 2.05(a), Section 2.05(b), Section 2.07(a), or upon acceleration after the occurrence of an Event of Default, as applicable, in each case shall be accompanied by an exit fee equal to 1.50% of the aggregate principal amount of such Loans so repaid or prepaid, as the case may be (the Exit Fee ). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Exit Fee determined, in the case of acceleration, as of the date of acceleration as if the aggregate principal amount of the Loans then outstanding were voluntarily prepaid on such date under Section 2.05(a) will also be due and payable and will be treated and deemed as though the Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. The Exit Fee payable in accordance with this Section 2.07(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the event giving rise to the payment of the Exit Fee, and Borrower and the other Loan Parties agree that it is reasonable under the circumstances currently existing. The Exit Fee shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. BORROWER AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE EXIT FEE IN CONNECTION WITH ANY SUCH ACCELERATION. Borrower and the other Loan Parties expressly agree that (A) the Exit Fee is reasonable and is the product of an arm s length transaction between sophisticated business people, ably represented by counsel, (B) the Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, 40

205 (C) there has been a course of conduct between Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Exit Fee, (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.07(b), (E) their agreement to pay the Exit Fee is a material inducement to the Lenders to provide the Commitments and make the Loans hereunder, and (F) the Exit Fee represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of the event giving rise to the payment of the Exit Fee Interest. (a) Subject to the provisions of Section 2.08(b), (x) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the Adjusted Eurodollar Rate for such Interest Period plus (B) the Applicable Rate and (y) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the Base Rate plus (B) the Applicable Rate. (b) (i) If all or a portion of the principal amount of any Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such amount shall bear interest at a rate per annum equal to in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2%, and (ii) if all or a portion of any interest payable on any Loan or any commitment fee payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such amount shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans plus 2%, in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment). Upon the request of the Required Lenders, while any other Event of Default exists (i.e. from the date such Event of Default occurred (it being understood that with respect to an Event of Default related to non-compliance with Section 7.01, the date of occurrence shall be the applicable date of determination of such Event of Default in accordance with Section 7.01), until the date such Event of Default is cured to the satisfaction of the Required Lenders or waiver pursuant to Section 11.01), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at the rates set forth in the immediately preceding sentence to the fullest extent permitted by applicable Laws. Notwithstanding the foregoing, upon the occurrence of an Event of Default under Section 8.01(f), such increase shall occur automatically. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand. (c) Interest on each Loan shall be due and payable in arrears in cash on each Interest Payment Date applicable thereto and at such other times as may be specified herein; provided that solely upon the written election of the Backstop Party (which may be terminated or revoked by the Backstop Party any time upon the occurrence of an Event of Default but no later than three (3) Business Days prior to the Interest Payment Date) substantially in the form attached hereto as Exhibit K delivered to Borrower and the Administrative Agent at least five (5) Business Days prior to such Interest Payment Date (a PIK Election ), the interest payable to the Backstop Party on such Interest Payment Date may be paid in kind by increasing the outstanding 41

206 principal amount of the Term Loan in respect of which such interest is paid by an amount equal to such accrued interest, and the amount so added to principal shall be a Term Loan for all purposes hereunder (such amount, the PIK Interest ). Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law Fees. (a) Commitment Fee. The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on or before the date that is three (3) Business Days after the last Business Day of each month (and the date that is three (3) Business Days after the last day of the Availability Period), a commitment fee (the Commitment Fee ) on the daily average unused amount of the Commitment (whether or not then available) of such Lender during the preceding month at the rate equal to 0.5% per annum. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the last day of the Availability Period. (b) The Borrower agrees to pay the following fees in respect of the Term Loans and Commitments (the Lender Fees ): (i) Backstop Fee. To the Administrative Agent, for the account of the Backstop Party, a backstop fee (the Backstop Fee ), payable in cash, in an amount equal to 2.675% of the aggregate Applicable Percentage (as defined in and determined under the Existing DIP Agreement) of all Roll-Up Lenders other than the Backstop Party as of the Closing Date multiplied by the aggregate Incremental NM Commitment of the Backstop Party on the Closing Date, such fee to be earned and to accrue interest beginning on the Closing Date, and be due and payable on the earlier of (x) the Termination Date and (y) the unconditional payment in full of the Obligations (other than inchoate indemnification obligations). (ii) Upfront Fee. To the Administrative Agent, for the account of each Lender, an upfront fee (the Upfront Fee ), payable in cash, in an amount equal to 2.00% of such Lender s pro rata share of the Incremental NM Commitment on the Closing Date, such fee to be earned and to accrue interest beginning on the Closing Date and be, due and payable on the earlier of (x) the Termination Date and (y) the unconditional payment in full of the Obligations (other than inchoate indemnification obligations). (iii) Exit Fee. To the Administrative Agent, for the account of each Lender, the Exit Fee, payable in cash, such fee to be earned, due and payable in accordance with Section 2.07(b). (c) Other Fees. (i) The Borrower shall pay to the Administrative Agent for its own account, fees in the amounts and at the times specified in the Administrative Agent Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed in writing between the Borrower and the Administrative Agent). 42

207 (ii) The Borrower shall pay to the Administrative Agent such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed in writing between the Borrower and the Administrative Agent or Lender, as applicable) Computation of Interest and Fees. All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error Evidence of Debt. The Term Loans made or deemed made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Term Loans made or deemed made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto Payments Generally; Administrative Agent s Clawback. (a) General. Subject to any PIK Election made by the Backstop Party in accordance with Section 2.08(c), all payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. All payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent s Office in Dollars and in immediately available funds not later than 1:00 p.m. (New York time) on the date specified 43

208 herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Term Loans (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender s Lending Office. All payments received by the Administrative Agent after 1:00 p.m. (New York time), shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be. (b) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans that such Lender will not make available to the Administrative Agent such Lender s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans in respect of the relevant Term Loan. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (i) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 44

209 A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section (c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 11.04(c). (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (f) Insufficient Funds. With respect to any Loan Party s Obligations hereunder, if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder with respect to such Loan Party s Obligations, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties, in each case with respect to the Obligations of such Loan Party Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of the Loans due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Loans due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Loans due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of the Loans owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share 45

210 (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Loans owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of the Loans owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) make such 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 of Obligations in respect of the Loans then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be. Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation [Reserved.] 2.15 Defaulting Lenders. (a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) Waivers and Amendments. Such Defaulting Lender s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders. (ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender s breach of its obligations under this Agreement; and sixth, to 46

211 such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the applicable conditions set forth in Section 4.01, 4.02 and 4.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) Certain Fees. (A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). (B) [Reserved.] (C) With respect to any Commitment Fee not required to be paid to any Defaulting Lender pursuant to clause (A) above, the Borrower shall not be required to pay the remaining amount of any such fee. (b) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be funded in accordance with the Commitments; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender s having been a Defaulting Lender Payment of Obligations; No Discharge; Survival of Claims (a) Subject to the provisions of Section 8.01, upon the maturity (whether by acceleration or otherwise) of any of the Obligations of the Loan Parties under this Agreement or any of the other Loan Documents, the Lenders and the other Secured Parties shall be entitled to immediate payment of such Obligations without further application to or order of the Bankruptcy Court. 47

212 (b) Each Loan Party agrees that to the extent that the Obligations hereunder have not been satisfied in full in cash (other than contingent indemnity or expense reimbursement obligations) and the Commitments terminated, (i) its Obligations arising hereunder shall not be discharged by the entry of any order of the Bankruptcy Court, including but not limited to an order confirming any Chapter 11 plan or plans filed in any or all of the Chapter 11 Cases and (ii) the DIP Superpriority Claim granted to the Administrative Agent and the Lenders pursuant to the Financing Orders and described in Section 2.17 and the Liens granted to the Administrative Agent pursuant to the Financing Orders and described in Section 2.17 shall not be affected in any manner by the entry of any order of the Bankruptcy Court confirming any such plan Security and Priorities. All of the Obligations shall, subject to the Carve-Out, at all times: (a) Pursuant to Section 364(c)(1) of the Bankruptcy Code, constitute allowed superpriority administrative expense claims against the Debtors (without the need to file any proof of claim) with priority over any and all claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expenses of the kind specified in Sections 503 (b) and 507(b) of the Bankruptcy Code and any and all administrative expenses or other claims arising under Sections 105, 326, 328, 330, 331, 364, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code (including any adequate protection obligations), whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, which allowed claims (the DIP Superpriority Claims ) shall for purposes of Section 1129(a)(9)(A) of the Bankruptcy Code be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code, and which DIP Superpriority Claims shall be payable from and have recourse to all pre- and post-petition property of the Debtors and all proceeds thereof (excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code (collectively, Avoidance Actions ) but including, effective upon entry of the Final Financing Order, Avoidance Proceeds), subject only to the Liens thereon and the Carve-Out. The DIP Superpriority Claims shall be entitled to the full protection of Section 364(e) of the Bankruptcy Code in the event that the Interim Financing Order (or, after entry thereof, the Final Financing Order) or any provision thereof is vacated, reversed, amended or otherwise modified, on appeal or otherwise. (b) Pursuant to Section 364(c)(2) of the Bankruptcy Code, be secured by (i) a valid, perfected, continuing, enforceable, non-avoidable first priority security interest and lien on the Collateral of each Debtor, to the extent such Collateral is not subject to valid, perfected and non-avoidable liens permitted under the Prepetition First Lien Credit Agreement as of the Petition Date, subject only to the Carve-Out. (c) Pursuant to Section 364(c)(3) of the Bankruptcy Code, be secured by a valid, perfected, continuing, enforceable, non-avoidable security interest and lien on the Collateral of each Debtor, to the extent that such Collateral, as applicable, is subject to Permitted Prior Senior Prepetition Liens and/or the liens of Domtar referenced in paragraph 14(c) of the Final Financing Order (as defined in the Existing DIP Agreement), subject as to priority to Prepetition Prior Liens and the Carve-Out. 48

213 (d) Pursuant to Section 364(d)(1) of the Bankruptcy Code, be secured by a perfected first priority priming security interest and lien on the Collateral of each Debtor (the Priming Liens ) to the extent that such Collateral is subject to the Primed Liens, which Priming Liens pursuant to this clause (d) shall, for the avoidance of doubt, be senior to (x) any current and future liens granted on such property of (i) the Prepetition First Lien Lenders under the Prepetition First Lien Credit Agreement and the other secured parties referred to therein (the Prepetition First Lien Credit Agreement Primed Parties ), (ii) the holders of Second Lien Notes and the other secured parties under the Second Lien Notes Indenture and related security agreements (the Second Lien Notes Primed Parties ), and (iii) the lenders under the Existing DIP Agreement and the other secured parties under the Existing DIP Agreement and related security agreements, and (y) any liens granted to provide adequate protection in respect of any of the Primed Liens; provided that the liens pursuant to this clause (d) shall be subject as to priority only to (x) the Carve-Out and (y) Permitted Liens described in Section 7.03(s) on cash collateral securing obligations under Cash Management Agreements Taxes. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or Holdings hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law (including FATCA). If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower and Holdings shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (b) Payment of Other Taxes by the Borrower and Holdings. The Borrower and Holdings shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (c) Indemnification by the Borrower and Holdings. The Borrower and Holdings shall, jointly and severally, indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed 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. 49

214 (d) Indemnification by Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or Holdings has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower and Holdings to do so), (ii) any Taxes attributable to such Lender s failure to comply with the provisions of Section 11.06(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender 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 the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent 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 Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d). (e) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or Holdings, as the case may be, to a Governmental Authority pursuant to this Section 3.01, the Borrower or Holdings, as the case may be, shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (f) Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower or Holdings, as applicable, and the Administrative Agent at the time or times reasonably requested by the Borrower, Holdings or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Holdings or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower, Holdings or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, Holdings or the Administrative Agent as will enable the Borrower, Holdings or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(ii)(A), (ii)(b), (ii)(d) and (ii)(e) 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 commercial position of such Lender. 50

215 (i) Without limiting the generality of the foregoing: (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 such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 (or successor form) certifying that such Lender is not subject to U.S. federal backup withholding tax; (B) any Foreign Lender shall deliver to the Borrower, Holdings and the Administrative Agent (in such number 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 (and from time to time thereafter upon the reasonable request of the Borrower, Holdings or the Administrative Agent), to the extent it is legally entitled to do so, 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 to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or Form W-8BEN-E, as applicable (or successor form), establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the interest article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or Form W-8BEN-E, as applicable (or successor form),establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to 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 Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, a 10 percent shareholder of the Borrower or Holdings within the meaning of Section 881(c)(3)(B) of the Code, 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 Form W-8BEN-E, as applicable; 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 or Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner; 51

216 (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, Holdings and the Administrative Agent (in such number 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 (and from time to time thereafter upon the reasonable request of the Borrower, Holdings or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower, Holdings and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, Holdings or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower, Holdings and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender s 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 of this Agreement. (E) Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower, Holdings and the Administrative Agent in writing of its legal inability to do so. Without limiting the obligations of the Lenders set forth above regarding delivery of certain forms and documents to establish each Lender s status for U.S. withholding tax purposes, each Lender agrees promptly to deliver to the Administrative Agent or the Borrower, as the Administrative Agent or Borrower shall reasonably request, and in a timely fashion, such other documents and forms required by any relevant taxing authorities under the Laws of any other jurisdiction, duly executed and completed by such Lender, as are required under such Laws to confirm such Lender s entitlement to any available exemption from, or reduction of, applicable withholding taxes in respect of all payments to be made to such Lender outside of the U.S. by the Borrower pursuant to this Agreement or otherwise to establish such Lender s status for withholding tax purposes, or for information collection and reporting purposes, in such other 52

217 jurisdiction. Each Lender shall promptly (i) notify the Administrative Agent of any change in circumstances which would modify or render invalid any such claimed exemption or reduction, or other information provided, and (ii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any such jurisdiction that the Borrower make any deduction or withholding for taxes from amounts payable to such Lender. Additionally, the Borrower shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, and in a timely fashion, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by the Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction. (g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.01 with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (g) the payment of which would 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 indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (h) Survival. Each party s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable 53

218 interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Notwithstanding the foregoing and despite the illegality for such a Lender to make, maintain or fund Eurodollar Rate Loans or Base Rate Loans as to which the interest rate is determined with reference to the Eurodollar Rate, that Lender shall remain committed to make Base Rate Loans and shall be entitled to recover interest at the Base Rate; provided that, upon any such notice by any Lender pursuant to this Section 3.02 of the suspension of its obligation to make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans, the Base Rate shall be determined without reference to clause (c) of the definition of Base Rate, and all Base Rate Loans shall be subject to the Base Rate (as so determined without reference to clause (c) of said definition) until such time as such suspension of the obligation of such Lender to make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans shall cease to be in effect. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that (a) deposits are not being offered to banks in the offshore interbank market for such currency for the applicable amount and Interest Period of such Loan, (b) adequate and reasonable means do not exist for determining the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with a Base Rate Loan, or (c) the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with a Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, the Base Rate shall be determined without reference to clause (c) of the definition of Base Rate and all Base Rate Loans shall be subject to the Base Rate (as so determined without reference to clause (c) of said definition) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. 54

219 3.04 Increased Costs; Reserves on Eurodollar Rate Loans. (a) Increased Costs Generally. 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 or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate); (ii) subject any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded 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 or Loans 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, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or other Recipient, the Borrower will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing 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, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender s holding company would have achieved but for such Change in Law (taking into consideration such Lender s policies and the policies of such Lender s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender s holding company for any such reduction suffered. (c) Certificates for Reimbursement. A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof. (d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section (or Sections 3.01 or 3.05) shall not constitute a waiver of such Lender s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section (or Sections 3.01 or 3.05) for any increased costs incurred or reductions suffered 55

220 more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law or other event giving rise to such increased costs or reductions and of such Lender s intention to claim compensation therefor (except that, if the Change in Law or other event giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof) Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (but not loss of anticipated profits or margin) incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13; including, with respect to clauses (a), (b) and (c) above, any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Adjusted Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded Mitigation Obligations; Replacement of Lenders. (a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any Indemnified Taxes or any additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04 as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 56

221 (b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section Survival. Subject to Section 3.04(d), all of the Borrower s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder Conditions of Initial Term Loans. ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS The obligation of each Lender to make its initial Term Loans hereunder is subject to satisfaction or waiver by the Required Lenders of the following conditions precedent on the date of the initial Borrowings under this Agreement: (a) The Administrative Agent s receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement in the number requested by the Required Lenders and the Administrative Agent; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) a guarantee, pledge and security agreement (x) as duly executed by the U.S. Loan Parties (as it may be amended, restated, modified and/or supplemented from time to time, the Guarantee and Collateral Agreement ), and (y) as duly executed by Appvion Canada (as it may be amended, restated, modified and/or supplemented from time to time, the Guarantee and Collateral Agreement (Canada) ; together with the Guarantee and Collateral Agreement, collectively, the Guarantee and Collateral Agreements ), together with: (A) [Reserved]; (B) [Reserved]; 57

222 (C) the Interim Order shall have created and perfected a legal, valid, continuing and enforceable security interest in and Lien upon the collateral set forth in the Guarantee and Collateral Agreements and such UCC financing statement and PPSA filings as the Required Lenders may reasonably deem necessary in order to perfect the Liens created by the Interim Order or Guarantee and Collateral Agreements shall have been (or substantially concurrently with the Closing Date shall be) filed; (D) the control agreements with respect to Deposit Accounts and Securities Accounts, in each case as referred to in the Guarantee and Collateral Agreements (to the extent required by the Required Lenders ), duly executed by the appropriate parties; provided that such agreements may be delivered on a post-closing basis, but in no case later than sixty (60) days after the Closing Date unless the Administrative Agent has otherwise agreed in writing; and (E) evidence that all other action that the Required Lenders deem necessary or desirable in order to perfect the Liens created under the Guarantee and Collateral Agreements has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and any landlords and bailees waiver and consent agreements reasonably requested by the Required Lenders (to the extent the same are obtainable using commercially reasonable efforts); provided that any required (after taking into account the foregoing standard) landlords and bailee waivers and consent agreements may be delivered on a post-closing basis, but in no case later than sixty (60) days after the Closing Date unless the Administrative Agent has otherwise agreed in writing). (iv) Agreement from Guggenheim Securities, LLC ( Guggenheim Securities ) and satisfactory to the Required Lenders that the financing fee payable to Guggenheim Securities on account of the increase in the Incremental NM Commitment provided for in this Agreement shall be credited (to the extent actually paid and only once) against any restructuring transaction fee or sale transaction fee payable to Guggenheim Securities pursuant to that certain order of the Bankruptcy Court approving the retention of Guggenheim Securities in the Chapter 11 Cases; and (v) an intellectual property security agreement, in form and substance satisfactory to the Required Lenders (together with each other intellectual property security agreement and intellectual property security agreement supplement, in each case as amended, the Intellectual Property Security Agreement ), duly executed by each U.S. Loan Party; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; 58

223 (vii) [Reserved]; (viii) a favorable opinion of DLA Piper (Canada) LLP, Canadian counsel to Appvion Canada, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents in form and substance satisfactory to the Required Lenders; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that there have been no events or circumstances since June 30, 2017 that have had or could be reasonably expected to have, either individually or in the aggregate (other than as customarily occurs as a result of events leading up to and following the commencement of the Chapter 11 Cases under Chapter 11 of the Bankruptcy Code by the Debtors) a Material Adverse Effect; and (B) other than the Chapter 11 Cases, no actions, suits, investigations or proceedings are pending, or to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that could reasonably be expected, either individually or in the aggregate (other than as customarily occurs as a result of events leading up to and following the commencement of the Chapter 11 Cases under Chapter 11 of the Bankruptcy Code by the Debtors) to have a Material Adverse Effect; (x) [Reserved]; (xi) [Reserved]; (xii) the NM Term Loan Obligations (as defined in the Existing DIP Agreement) contemplated to be paid with the Loans deemed made on the Closing Date shall have been repaid substantially concurrently with the Closing Date; and (xiii) such other assurances, certificates, documents or consents as the Administrative Agent or any Lender reasonably may require. (b) (i) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid or shall be paid concurrently with the Closing Date and (ii) all fees required to be paid to the Administrative Agent for the benefit of the Lenders on or before the Closing Date shall have been paid or shall be paid concurrently with the Closing Date. (c) The Borrower shall have paid all fees, charges and disbursements of counsel and financial advisors to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced by the Administrative Agent and the Lenders prior to or on the Closing Date, or concurrently with the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower, and such counsel). (d) The pendency of the Creditors Committee s Motion of the Official Committee of Unsecured Creditors for Entry of an Order Granting the Committee Standing to Commence and Prosecute an Action on Behalf of the Debtors Estates Against Administrative Agent for Prepetition First Lien Lenders, Trustee, and Collateral Agent for the Prepetition Second Lien Noteholders, Administrative Agent for DIP Lenders, the Prepetition Lender and the DIP Lenders does not constitute a Material Adverse Effect. 59

224 (e) Not later than March 12, 2018 (or such later date as the Required Lenders may agree), an interim order approving the Loan Documents in form and substance satisfactory to the Required Lenders in their sole discretion (and to the extent effecting the rights, duties, benefits, privileges, protections, indemnities or immunities of the Administrative Agent, the Administrative Agent)(as the same may be amended, supplemented or modified from time to time after entry thereof in accordance with the terms hereof, the Interim Financing Order ) (it being understood and agreed that an order in the form of Exhibit H shall, if entered by the Bankruptcy Court, be deemed acceptable to the Required Lenders) shall have been entered by the Bankruptcy Court, which Interim Financing Order shall, among other things, (i) have been entered on such prior notice to such parties as may be satisfactory to the Required Lenders in their sole discretion, (ii) authorize the Loans, each in the amounts and on the terms set forth herein, (iii) grant the DIP Superpriority Claim status, (iv) authorize and perfect the Liens on the Collateral with the priority referred to herein and in the other Loan Documents, (v) approve the payment by the Debtors of the fees provided for herein, (vi) approve the repayment in of the Obligations (as defined in the Existing DIP Agreement) from the proceeds of the Loans, (vii) grant such adequate protection in respect of the claims secured by the Primed Liens as shall be acceptable to the Required Lenders in their sole discretion, and (viii) not have been (A) stayed, vacated or reversed, or (B) amended or modified except as otherwise agreed to in writing by Administrative Agent and the Required Lenders in their sole discretion. The Required Lenders shall have received a signed copy of the Interim Financing Order. (f) The Administrative Agent and the Lenders shall have received, and the Lenders shall be reasonably satisfied with, (i) the Approved Budget and (ii) the Consolidated Forecast. (g) All necessary governmental and third party consents and approvals necessary in connection with the making of the Loans and the transactions contemplated thereby shall have been obtained (without the imposition of any adverse conditions that are not reasonably acceptable to the Administrative Agent and the Required Lenders) and shall remain in effect unless non-compliance is permitted under the Bankruptcy Code; and no Requirements of Law shall be applicable in the judgment of the Administrative Agent and the Required Lenders that restrains, prevents or imposes materially adverse conditions upon the Loans or the transactions contemplated thereby, except to the extent non-compliance is permitted under the Bankruptcy Code. (h) Not later than March 12, 2018 (or such later date as the Required Lenders may agree), the Bankruptcy Court shall have entered an order approving the Fourth Amendment, which order shall not have been vacated, reversed, modified, amended or stayed. (i) Not later than March 12, 2018 (or such later date as the Required Lenders may agree), the Bankruptcy Court shall have entered the Bid Procedures Order which order shall not have been vacated, reversed, modified, amended or stayed. 60

225 Without limiting the generality of the provisions of the last paragraph of Section 9.03 for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless, in the case of a Lender, the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto Conditions to Borrowings of Term Loans in Excess of Initial Availability Amount. The obligations of the Lenders to make Term Loans hereunder that exceed the Interim Availability Amount are subject to satisfaction of the following conditions precedent on the date of such Borrowing under this Agreement: (a) Not later than March 29, 2018 (or such later date as the Required Lenders may agree), an order approving the Loan Documents in form and substance satisfactory to the Administrative Agent and the Required Lenders in their sole discretion on a final basis (as the same may be amended, supplemented or modified from time to time after entry thereof in accordance with the terms hereof, the Final Financing Order ) (it being understood and agreed that an order entered by the Bankruptcy Court substantially in the form of the Interim Financing Order, granting such additional relief necessary with respect to the Loans and/or any Guarantee or Collateral in respect thereof, with only such other modifications as are satisfactory in form and substance to the Administrative Agent and the Required Lenders in their sole discretion shall, if entered by the Bankruptcy Court, be deemed acceptable to the Administrative Agent and the Required Lenders), (i) shall have been entered and in full force and effect and (ii) shall not have been (A) vacated, reversed, or stayed, or (B) amended or modified except as otherwise agreed to in writing by the Required Lenders in their sole discretion. (b) The Administrative Agent shall have received a signed copy of the Final Financing Order. (c) The Administrative Agent shall have received all fees payable thereto or to any Lender on or prior to the date of such Borrowing and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to such Borrowing, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, out-of-pocket charges and disbursements of (i) O Melveny & Myers LLP, (ii) Richards Layton & Finger, P.A., (iii) PJT Partners LP and (iv) Covington & Burling LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document; provided that any applicable review period provided for under the Interim Financing Order shall have been satisfied. 61

226 Without limiting the generality of the provisions of the last paragraph of Section 9.03 for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the date of the applicable Borrowing specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender s ratable portion of such Borrowing Conditions to all Borrowings. The obligation of each Lender to honor any Request for Borrowing (including the initial Borrowing on the Closing Date, but other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically relate to an earlier date, in which case they shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default shall then exist, or shall exist after giving effect to such proposed Borrowing and any application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof. (d) The making of such Borrowing shall not result in the Total Outstandings made under this Agreement exceeding the amount authorized at such time by the Interim Financing Order or the Final Financing Order, as applicable. (e) The Interim Financing Order or, after entry thereof, the Final Financing Order, shall be in full force and effect and shall not have been vacated, reversed or stayed. (f) No trustee or examiner having expanded powers shall have been appointed, with respect to the Loan Parties, any of their subsidiaries or their respective properties. (g) The making of such Borrowing shall not violate any Requirement of Law (except to the extent non-compliance is permitted under the Bankruptcy Code) and shall not be enjoined temporarily, preliminarily or permanently. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the relevant conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing. 62

227 ARTICLE V REPRESENTATIONS AND WARRANTIES To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans, each of Holdings and the Borrower hereby, jointly and severally, represents and warrants to each Administrative Agent and each Lender that: 5.01 Financial Condition. The audited consolidated balance sheets of Holdings and its consolidated subsidiaries as at January 1, 2015, December 31, 2015 and December 29, 2016, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLC present fairly in all material respects the consolidated financial condition of Holdings and its consolidated subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings and its consolidated subsidiaries as at June 30, 2017, and the related unaudited consolidated statements of income and cash flows for the quarterly period ended on such date, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the quarterly period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). During the period from the date of the most recent audited consolidated balance sheet delivered pursuant to this Section 5.01 to and including the Closing Date, there has been no Disposition by Holdings of any material part of its business or property No Change. Other than the Chapter 11 Events and Circumstances, since the Existing DIP Date, there have been no developments or events that have had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect Corporate Existence; Compliance with Law. Each Group Member (a) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) except where failures to be so qualified could not reasonably be expected either individually or in the aggregate to have a Material Adverse Effect, is duly qualified as a foreign entity 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 such qualification, (d) is in compliance with its Organization Documents, and (e) except to the extent that the failures to comply therewith could not reasonably be expected either individually or in the aggregate to have a Material Adverse Effect, is in compliance with all other Requirements of Law, in each case, except where failure or non-compliance is permitted by the Bankruptcy Code. 63

228 5.04 Power; Authorization; Enforceable Obligations. Subject to entry of the Interim Financing Order (or the Final Financing Order, when applicable), (a) each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder, (b) each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement, (c) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices, which have been obtained or made and are in full force and effect, (ii) filings required by, or to perfect the security interests granted pursuant to, the various Security Documents and (iii) the filings referred to in Section 5.19, (d) each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto, and (e) this Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each 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 by proceedings in equity or at law) No Legal Bar. Subject to entry of the Interim Financing Order (or the Final Financing Order, when applicable), the execution, delivery and performance of this Agreement and the other Loan Documents, the Borrowings hereunder and the use of the proceeds thereof will not violate any (a) material Requirement of Law, (b) Contractual Obligation or (c) Organization Document of any Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any such Requirement of Law or any such Contractual Obligation or Organization Document (other than the Liens created by the Security Documents). No Requirements of Law or Contractual Obligations applicable to any Group Member could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect Litigation. Other than the Chapter 11 Cases, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Loan Party, threatened in writing by or against any Group Members or against any of their respective properties or revenues that (i) could reasonably be expected either individually or in the aggregate to have a Material Adverse Effect or (ii) involve any of the Loan Documents (other than objections or pleadings that may have been filed in the Chapter 11 Cases with respect to the Loan Parties seeking authorization to enter into the Loan Documents and incur the Obligations under this Agreement). 64

229 5.07 No Default. Except for any such defaults (a) that could not reasonably be expected either individually or in the aggregate to have a Material Adverse Effect, (b) arising under any lease that the applicable Debtor has rejected under Section 365 of the Bankruptcy Code not in prohibition of this Agreement, or (c) arising solely as a result of the commencement of the Chapter 11 Cases and the effects therefore, no Group Member is in default under or with respect to any of its Contractual Obligations. No Default or Event of Default has occurred and is continuing Ownership of Property; Liens; Insurance. Each Loan Party has title in fee simple to, or a valid leasehold interest in, all its real property described on Schedule 5.08, and good title to, or a valid leasehold interest in, all its other material property, and none of such property is subject to any Lien except as permitted by Section The properties of each Loan Party are insured with financially sound and reputable insurance companies (as determined by the Borrower in good faith) not Affiliates of the Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where any Group Member operates. Schedule 5.08 sets forth in reasonable detail all insurance policies maintained by the Group Members as of the Existing DIP Date Intellectual Property. Each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted, except where failures to own or license such Intellectual Property could not reasonably be expected either individually or in the aggregate to have a Material Adverse Effect. No claims that could reasonably be expected either individually or in the aggregate to have a Material Adverse Effect, have been asserted or are pending by any Person challenging or questioning the ownership or use of any Intellectual Property or the validity or effectiveness of any Intellectual Property owned by or licensed to any Loan Party, nor does any Loan Party know of any valid basis for any such claim. To the best knowledge of the Loan Parties, the operation of the business and use of Intellectual Property by no Loan Party infringes, misappropriates or otherwise violates the rights of any Person in any material respect. To the best knowledge of the Loan Parties, there is no infringement, misappropriation or violation by others of any right of Holdings, the Borrower or any of its Subsidiaries with respect to any Intellectual Property Taxes. Except as permitted by the Bankruptcy Code, each Group Member has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and all such returns are true, correct and complete in all material respects. Except as permitted by the Bankruptcy Code, each Group Member has paid all Taxes shown to be due and payable on said returns other than Taxes properly contested, as set forth in Section No tax Liens (except to 65

230 the extent permitted pursuant to Section 7.03) have been filed prior to the Closing Date, and, except for any such claims that could not reasonably be expected either individually or in the aggregate to have a Material Adverse Effect, to the knowledge of the Loan Parties, no written claims have been asserted with respect to any such Tax Federal Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for buying or carrying any margin stock within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the FRB. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U of the FRB Labor Matters. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Group Member pending or, to the knowledge of any Loan Party, threatened in writing; (b) hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee wages and employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member ERISA. Except as a result of the Chapter 11 Events and Circumstances: (a) Except as set forth on Schedule 5.13(a): (i) neither a Reportable Event nor an accumulated funding deficiency (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the Existing DIP Date with respect to any Plan; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the Existing DIP Date, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (iv) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in any liabilities under ERISA which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Loan Parties, no such Multiemployer Plan is in Reorganization or Insolvent. (b) Favorable determination or opinion letters have been received prior to the Closing Date from the Internal Revenue Service with respect to each Plan which at such time is intended to comply with the provisions of Section 401(a) of the Code. Prior to the Closing Date, the ESOP received a favorable determination letter from the IRS that the ESOP is tax-qualified and 66

231 tax exempt under Sections 401(a) and 501(a), respectively, of the Code and that the ESOP Component is an employee stock ownership plan, within the meaning of Section 4975(e)(7) of the Code. To the knowledge of Holdings and the Borrower, as of the Closing Date each Plan (including, without limitation, the ESOP) complies in form and in operation with the requirements of Section 401(a) of the Code, the relevant provisions of ERISA, and any other applicable Laws, rules, and regulations required as of the date of this Agreement; provided, however, that to the extent that the Internal Revenue Service requires amendment of the ESOP as a condition for the issuance of a future favorable determination letter, the Borrower will cause the ESOP to be timely amended accordingly. (c) To the knowledge of the Loan Parties, as of the Closing Date, no Group Member nor any Commonly Controlled Entity, nor any trustee, administrator, or fiduciary of any of the Plans, has (i) engaged in a prohibited transaction, as that term is defined in Section 4975 of the Code or Section 406 of ERISA, which could directly or indirectly subject the applicable Plan or trust or Holdings, the Borrower or any Commonly Controlled Entity to any liability for a Tax or penalty imposed by Section 4975 of the Code or Section 502(i) of ERISA, or (ii) committed a breach of its fiduciary duties (as defined in Section 404 of ERISA) which could directly or indirectly subject the applicable Plan or trust or Holdings, the Borrower, or any Commonly Controlled Entity to any liability under Section 502 of ERISA. (d) As of the Closing Date, the execution and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not (i) involve a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code for which there is no exemption under Section 408 of ERISA or Section 4975 of the Code, respectively; (ii) constitute a violation of the fiduciary responsibility standards imposed by Section 404 of ERISA; or (iii) adversely affect the qualified status of the ESOP under Sections 401(a) or 4975(e)(7) of the Code. (e) (i) As of the Closing Date, the ESOP Component is an employee stock ownership plan within the meaning of Section 4975 (e)(7) of the Code and the ESOP is qualified under Section 401(a) of the Code; (ii) the ESOP has been duly established in accordance with and under applicable Law and the ESOP s trust is a tax-exempt trust under Section 501(a) of the Code; (iii) the terms of the ESOP Documentation comply with the applicable provisions of Title I of ERISA and (iv) the shares of Capital Stock held by the ESOP Trust are employer securities within the meaning of Section 409(1) of the Code. (f) As of the Closing Date, Appvion Canada does not contribute to any defined benefit pension plan Investment Company Act; Other Regulations. No Loan Party is an investment company, or a company controlled by an investment company, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the FRB) that limits its ability to incur Indebtedness, other than with respect to any such regulations of general application to companies generally. 67

232 5.15 Subsidiaries. On the Existing DIP Date, (a) Schedule 5.15 sets forth the name and jurisdiction of incorporation of each Group Member and, as to each such Group Member, the percentage of each class of Capital Stock owned by any Loan Party and (b) except as set forth in the ESOP Documentation, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors qualifying shares) of any nature relating to any Capital Stock of any Group Member, except as created by the Loan Documents Use of Proceeds. The Borrower will use the proceeds of the Loans solely (a) for working capital and general corporate purposes of the Loan Parties and their Subsidiaries consistent with the Approved Budget, including, to refinance in full on the Closing Date the NM Term Loan Obligations (as defined in the Existing DIP Agreement) outstanding under the Existing DIP Agreement, (b) to pay fees, costs and expenses incurred in connection with the transactions contemplated hereby and (c) other administration costs incurred in connection with the Chapter 11 Cases consistent with the Approved Budget Environmental Matters. Except as, individually or in the aggregate (excluding matters set forth on Schedule 5.17 as of the Existing DIP Date to the extent described therein), could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any Group Member (the Properties ) do not contain, and have not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding compliance with or under Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the Business ), nor does any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened in writing; (c) Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Loan Party, threatened in writing, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; 68

233 (e) there has been no release or threat of release of Hazardous Materials at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under Environmental Laws Accuracy of Information, etc. No statement or information, other than the projections and pro forma financial information, contained in this Agreement, any other Loan Document, or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the Transactions or the other transactions contemplated by this Agreement or the other Loan Documents, contained (taken as a whole) as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or, in the case of all such information (taken as a whole) furnished on or prior to the Closing Date, omitted to state a material fact necessary to make the statements contained herein or therein at such time, taken as a whole, not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, there are no facts known to any Loan Party that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (other than as customarily occurs as a result of events leading up to and following the commencement of the Chapter 11 Cases under Chapter 11 of the Bankruptcy Code by the Debtors) that has not been expressly disclosed herein, in the other Loan Documents, in any other documents, certificates and statements furnished to the Administrative Agent, and the Lenders for use in connection with the Transactions or the other transactions contemplated hereby and by the other Loan Documents Security Documents. Subject to, and upon entry of, the Financing Orders, the Guarantee and Collateral Agreements and the Financing Orders are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, which shall constitute a fully perfected Lien 69

234 on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreements), in each case prior and superior in right to any other Person (except as provided in Section 2.17(c)). Without limiting the foregoing, neither the filing of any UCC-1 financing statement nor the obtaining of control (as defined in the UCC) of Collateral is required to create or perfect any such security interest or Lien. The Obligations shall, pursuant to the Interim Financing Order (or the Final Financing Order, when applicable), be secured by the Liens on the Collateral described in Section 2.17, which Liens have the priorities described in Section [Reserved.] 5.21 Senior Indebtedness. The Obligations constitute Senior Debt and Designated Senior Debt (or any other defined term having a similar purpose) of the Borrower under the documentation governing any Subordinated Indebtedness and any Permitted Refinancing Debt Document. The obligations of each Subsidiary party thereto under the Guarantee and Collateral Agreements, as applicable, will constitute Guarantor Senior Debt (or any other defined term having a similar purpose) of such Subsidiary under the documentation governing any Subordinated Indebtedness and under any Permitted Refinancing Debt Document (if such Subsidiary is an obligor or guarantor thereunder). There is no other Indebtedness (other than the Obligations) which has been designated as Designated Senior Debt (or any other defined term having a similar purpose) for the purposes of the documentation governing any Subordinated Indebtedness or for purposes of any Permitted Refinancing Debt Document Reserved S Corporation Status. (a) Prior to the Closing Date, Holdings has qualified and elected to be treated as an S Corporation under Subchapter S of the Code, and on the Closing Date each Domestic Subsidiary of Holdings (other than any such Subsidiary that is an Ineligible Corporation under Section 1361(b)(2) of the Code) has qualified and elected to be treated as a qualified subchapter S subsidiary, in each case for U.S. federal income tax purposes and in accordance with all applicable Requirements of Law. (b) Prior to the Closing Date, no Governmental Authority has disputed in writing Holdings qualification as an S Corporation under Subchapter S of the Code, or the qualification of each Domestic Subsidiary of Holdings (other than any such Subsidiary that is an Ineligible Corporation under Section 1361(b)(2) of the Code) as a qualified subchapter S subsidiary, in each case for U.S. federal income tax purposes Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Group Member and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Requirements of Law relating to terrorism or money laundering ( Anti-Terrorism Laws ), including Executive Order No on Terrorist Financing, effective September 24, 2001 (the Executive Order ), the Patriot Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.1 of the Criminal Code (Canada), the United Nations Act (Canada) and the Special Economic Measures Act (Canada). 70

235 (b) No Group Member and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Borrowings currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ( OFAC ) or by any other Governmental Authority under applicable Anti- Terrorism Laws (collectively, Sanctions ); and the Borrower will not directly or indirectly use the proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to Sanctions. (c) No Group Member and, to the knowledge of the Loan Parties, no broker or other agent of any Group Member acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in Section 5.24(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or other applicable Anti-Terrorism Laws, or (iii) engages in or conspires 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 any Anti-Terrorism Law. (d) No Group Member nor any director or officer, nor to the knowledge of the Loan Parties, any agent, employee or other Person acting, directly or indirectly, on behalf of any Group Member, has, in the course of its actions for, or on behalf of, any Group Member, directly or indirectly (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 or the Corruption of Foreign Public Officials Act (Canada); or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. ARTICLE VI AFFIRMATIVE COVENANTS Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect, or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, each of Holdings and the Borrower shall and shall cause each of its Subsidiaries to: 6.01 Financial Statements. Furnish to the Administrative Agent (who shall then distribute such items to each Lender): (a) as soon as available (but only if Holdings is no longer required to make such filing with the SEC), but in any event within the earlier of (i) 120 days after the end of each 71

236 fiscal year of Holdings and (ii) five days after such related filing (if any) with the SEC is due, a copy of the audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by a customary management s discussion and analysis, by RSM US LLP or other independent certified public accountants of nationally recognized standing; and (b) as soon as available (but only if Holdings is no longer required to make such filing with the SEC), but in any event within the earlier of (i) forty-five (45) days after the end of each of the first three quarterly periods of each fiscal year of Holdings and (ii) five days after such related filing (if any) with the SEC is due, the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes), accompanied by a customary management s discussion and analysis. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail, and the financial statement under paragraph (a) and (b) above shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except for the absence of footnotes in the quarterly statements and as approved by such accountants or officer, as the case may be, and disclosed therein). In regard to subsections (a) and (b) of this Section 6.01, the filing of Forms 10-Q and 10-K with the SEC shall constitute delivery for purposes thereof (and shall satisfy the information requirements of Section 6.01(a) or (b) above, as the case may be, and satisfy the time requirements thereof if filed within the time period required thereby); however, electronic copies of such reports must still be delivered to the Administrative Agent Certificates; Other Information. Furnish to the Administrative Agent (who shall then distribute such items to each Lender): (a) concurrently with the delivery of any financial statements pursuant to Section 6.01, (i) a certificate of a Responsible Officer of Holdings or the Borrower stating that, to the best of such Responsible Officer s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) in the case of the financial statements delivered pursuant to subsections (a) and (b) of Section 6.01, a Compliance Certificate containing all information and calculations necessary for determining compliance with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of Holdings, as the case may be and (iii) in the case of annual financial statements, (x) a listing of any Asset Sale consummated or entered into during the relevant fiscal year, (y) to the extent not previously disclosed to the Administrative Agent, a listing of any registered trademarks, patents and copyrights acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (iii) (or, in the case of the first such list so delivered, since the Closing Date) and (z) annual insurance certificate updates; 72

237 (b) [Reserved]; (c) [Reserved]; (d) no later than ten (10) Business Days prior to the effectiveness thereof (or, if such ten (10) Business Day prior notice is not reasonably practicable, five (5) Business Days or such shorter period as may be acceptable to the Administrative Agent), copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the Second Lien Note Indenture, any Subordinated Indebtedness, any Permitted Refinancing Debt Document or the ESOP Documentation; (e) without duplication of materials required elsewhere in this Agreement, within five (5) days after the same are sent, copies of all (i) compliance certificates and similar reports that Holdings or the Borrower sends to the holders of any class of its debt securities having an aggregate outstanding principal amount in excess of $20,000,000 and (ii) reports and registration statements (if any) which Holdings or the Borrower files with the SEC; (f) to the extent permitted by Law, promptly upon completion thereof and subject to the Administrative Agent s entry into a reliance letter acceptable to the trustee of the ESOP Trust, copies of any valuation analyses with respect to the valuation of the common stock of Holdings owned by the ESOP; (g) promptly upon obtaining knowledge of any such event, a written notice of the implementation by the applicable insurance carrier under any policy of insurance in effect with respect to any Collateral of any suspension of coverage thereunder with respect to any item of Collateral; (h) promptly upon receipt thereof, copies of all final management letters identifying a material weakness or significant deficiency submitted by the independent certified public accountants referred to in Section 5.01 in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of Holdings or its Subsidiaries made by such accountants; and (i) promptly, such additional financial and other information as any Lender through the Administrative Agent may from time to time reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, Borrower Materials ) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform ) and (b) certain of the Lenders (each, a Public Lender ) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons securities. The Borrower hereby agrees that (w) all the 73

238 Borrower Materials that do not contain any material non-public information shall be clearly and conspicuously marked PUBLIC which, at a minimum, shall mean that the word PUBLIC shall appear prominently on the first page thereof; (x) by marking Borrower Materials PUBLIC, the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, and the Lenders to treat the Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or their securities for purposes of United States Federal and state securities Laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked PUBLIC are permitted to be made available through a portion of the Platform designated Public Investor; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked PUBLIC as being suitable only for posting on a portion of the Platform not designated Public Investor Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material post-petition Date obligations of whatever nature (including with respect to Taxes), except where properly contested, meaning (i) the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member, (ii) no Lien is imposed upon any assets of any Loan Party with respect to such obligation unless enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute and (iii) failures to make any such payments could not reasonably be expected either individually or in the aggregate to have a Material Adverse Effect. For the avoidance of doubt, nothing herein requires payment of any obligation subject to the automatic stay of the Bankruptcy Code Maintenance of Existence; Compliance. (i) Preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Sections 7.04 or 7.05 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (iii) except as otherwise excused by the Bankruptcy Code, comply with all Contractual Obligations and Requirements of Law except to the extent that failures to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Maintenance of Property; Insurance. Subject to any entry of any required orders of the Bankruptcy Court including, without limitation, the entry of the Interim Financing Order and the Final Financing Order, as applicable, (a) keep all property (other than property that is the subject of a Recovery Event) necessary in its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies (as determined by the Borrower in good faith) insurance on all its property in at least such amounts (after giving effect to any self-insurance compatible with the following standards) and against at least such risks (but including in any event general liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business. 74

239 6.06 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in conformity with GAAP and all material Requirements of Law, (b) during the continuation of any Event of Default, provide, at the Borrower s expense, such appraisals of the tangible and intangible property of the Loan Parties and environmental audits and reports relating to the real property of the Loan Parties, as the Administrative Agent may reasonably request (at the direction of the Required Lenders), and (c) permit representatives of the Administrative Agent (at the direction of the Required Lenders) to visit and inspect at any reasonable time and upon reasonable prior notice (at the expense of the Borrower) any of its properties and examine and make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of the Group Members with officers and employees of the Group Members and with their independent certified public accountants at any reasonable time and upon reasonable prior notice as often as may reasonably be desired Notices. Promptly give notice to the Administrative Agent upon any Responsible Officer becoming aware of: (a) the occurrence of any Default or Event of Default; (b) any (i) defaults or events of default under any Contractual Obligation of any Group Member or (ii) litigation, investigations or proceedings that may exist at any time between any Group Member and any Governmental Authority, that in either case, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (c) reserved; (d) any material notice received by a Group Member related to the commencement of, or any material development in, (i) any litigation or proceeding affecting any Group Member, in connection with any applicable Environmental Laws or Environmental Liability, to the extent such litigation or proceeding (x) is expected to result in a material change in the Environmental Liability disclosures in Holdings next 10-Q or 10-K filing, or (y) to the extent Holdings is no longer subject to the SEC filing requirements, is of comparable materiality (ii) any investigation or audit by the Internal Revenue Service or the Department of Labor in connection with or related to the ESOP or any ESOP Document; (e) any matters that have resulted or could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than as customarily occurs as a result of events leading up to and following the commencement of the Chapter 11 Cases under Chapter 11 of the Bankruptcy Code by the Debtors), including (i) breach or non-performance of, or any default under, a Contractual Obligation of any Group Member; (ii) any dispute, litigation, investigation, proceeding or suspension between any Group member and any Governmental Authority or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Group Member (other than pursuant to Environmental Laws); and 75

240 (f) as required under the Guarantee and Collateral Agreements: (i) notice upon the occurrence of any event which could reasonably be expected to adversely affect a material portion of the Collateral or the security interests created by the Guarantee and Collateral Agreements; (ii) a copy of each material demand, notice or document received by it that challenges the validity or enforceability of more than five percent (5%) of the aggregate amount of the then outstanding Receivables (as defined in the Guarantee and Collateral Agreements); (iii) notice if it knows that any application or registration relating to any Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding any Loan Party s ownership of, or the validity of, any Intellectual Property or such Loan Party s right to register the same or to own and maintain the same, in each case if and to the extent such Intellectual Property is material to the aggregate value of the Collateral; and (iv) in the event that any Intellectual Property is infringed, misappropriated or diluted by any Person or Holdings, the Borrower or any of its Subsidiaries infringes, misappropriates or dilutes the Intellectual Property of any Person, the applicable Loan Party after it learns thereof, to the extent such Intellectual Property is material to the aggregate value of the Collateral. Each notice pursuant to this Section 6.07 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Holdings, the Borrower or the relevant Subsidiary proposes to take with respect thereto Environmental Laws. (a) Comply in all respects with, and ensure compliance in all respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply in all respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that failures to take such actions could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that the failure to take such actions could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 76

241 6.09 Additional Collateral, etc. (a) Subject to the entry of the Interim Financing Order, with respect to any property acquired after the Closing Date by any Loan Party (other than (w) any property which would not have been subject to the Lien created by the Guarantee and Collateral Agreement as of the Closing Date had such property been owned as of the Closing Date as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to either of the Guarantee and Collateral Agreements or such other documents as the Required Lenders deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property (subject to Liens permitted to have priority under Section 2.17(c)), including the filing of Uniform Commercial Code financing statements or the making of such other filings or recordings in such jurisdictions as may be required by the Guarantee and Collateral Agreements or by Law or as may be requested by the Administrative Agent (at the direction of the Required Lenders). (b) [Reserved]. (c) Subject to Bankruptcy Court approval, subject to paragraph (d) below, with respect to any new wholly-owned Domestic Subsidiary, or wholly-owned Foreign Subsidiary organized under the Laws of Canada or any of its provinces or territories, organized or acquired after the Closing Date by any Group Member, promptly (i) execute and deliver to the Administrative Agent such amendments to either of the Guarantee and Collateral Agreements or other applicable Security Documents, or such new Security Documents as the Required Lenders deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause any such new wholly-owned Domestic Subsidiary (A) to become a party to either of the Guarantee and Collateral Agreements, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Guarantee and Collateral Agreements prior and superior in right to any other Person with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by either of the Guarantee and Collateral Agreements or by Law or as may be requested by the Administrative Agent (at the direction of the Required Lenders) and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit I, with appropriate insertions and attachments, (iv) cause any such new Foreign Subsidiary organized under the Laws of Canada or any of its provinces or territories, (A) to execute and deliver to the Administrative Agent the Guarantee and Collateral Agreement (Canada) or other applicable Security Document pursuant to which such Foreign Subsidiary shall guarantee the Obligations, (B) to execute and 77

242 deliver to the Administrative Agent the Guarantee and Collateral Agreement (Canada) or other applicable Security Document as the Required Lenders deem necessary or advisable to grant a Lien to the Administrative Agent, for the benefit of the Secured Parties, on all property of such Foreign Subsidiary to secure payment of the Obligations, (C) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Guarantee and Collateral Agreement (Canada) or other applicable Security Document delivered pursuant to the foregoing clause (B) prior and superior in right to any other Person with respect to such new Subsidiary, including such filings or other recordings in such jurisdictions as may be required by the Guarantee and Collateral Agreement (Canada) or other applicable Security Document or by Law or as may be reasonably requested by the Administrative Agent (at the direction of the Required Lenders), and (D) to deliver to the Administrative Agent a certificate of such new Foreign Subsidiary, substantially in the form of Exhibit I, with appropriate insertions and attachments, with such modifications relevant to the jurisdiction of such Foreign Subsidiary, as may be requested by the Administrative Agent (at the direction of the Required Lenders), and (v) if requested by the Administrative Agent (at the direction of the Required Lenders), deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Required Lenders. (d) Notwithstanding anything in this Section 6.09 to the contrary, no Subsidiary of a Group Member shall provide a guaranty of all or any portion of the Borrower s obligations under the Second Lien Note Indenture or any Permitted Refinancing Debt Document, or grant a Lien on any of its assets to secure any other the foregoing Indebtedness, unless, prior to or concurrently therewith, such Subsidiary complies with the requirements of Section 6.09(c). (e) For the avoidance of doubt, upon the consent of the Required Lenders, this Section 6.09 shall not apply to an Immaterial Subsidiary Security Interests; Further Assurances. (a) Promptly, upon the reasonable request of the Administrative Agent (at the direction of the Required Lenders) and subject to Bankruptcy Court approval, at the Borrower s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Required Lenders reasonably necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens (except Liens Permitted under Section 7.03 and with the priority described in Section 2.17), or obtain any consents or waivers as may be necessary or appropriate in connection therewith. (b) Subject to Bankruptcy Court approval, from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may (at the direction of the Required Lenders) reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights of the Administrative Agent and the Lenders with respect to the Collateral (or with respect to any 78

243 additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by any Loan Party or any Subsidiary of any Loan Party which may be deemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording qualification or authorization of any Governmental Authority, Holdings and the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lenders may be required to obtain from such Persons for such governmental consent, approval, recording, qualification or authorization Reserved Use of Proceeds. Use the proceeds of the Loans only for the purposes set forth in Section [Reserved] 6.14 Approved Budget; Additional Reporting. (a) The use of Loans by the Borrower under this Agreement and the other Loan Documents shall be limited in accordance with the Approved Budget, subject to the Permitted Variance. The initial Approved Budget delivered by the Borrower to the Administrative Agent, the Lenders, their financial advisors and their counsel on the Closing Date shall depict, (i) on a monthly basis, Cash Balances, Cash Inflows and Cash Outflows, and other information for the period from the Closing Date through December 31, 2018, and (ii) on a weekly basis, Cash Balances, Cash Inflows and Cash Outflows, payroll and other information for the 13-week period following the Closing Date (the Initial Weekly Budget Period ), and such initial Approved Budget as attached hereto as Exhibit G and is in form and substance satisfactory to, each of the Lenders and their financial advisors and counsel in their sole discretion. The Approved Budget shall be updated, modified or supplemented (with the consent and/or at the request of the Required Lenders) from time to time, but in any event not less than on a bi-weekly basis (commencing with the second Thursday following the date hereof), and such update, modification or supplement shall be in form and detail consistent with the prior Approved Budget (with the delivery to the Administrative Agent being made on alternating Thursdays). Notwithstanding anything to the contrary, the Required Lenders may approve all, none or only a portion of such update, modification or supplement to the Approved Budget for any period covered by such update, modification or supplement as determined by the Required Lenders in their reasonable sole discretion; provided, however, once any period or any portion of an Approved Budget has been approved it may not later be rejected, modified or supplemented by the Required Lenders. Upon approval of each such update, modification or supplement to the Approved Budget or portion thereof by the Required Lenders in their reasonable sole discretion, the Approved Budget as so updated, modified or supplemented shall then become the Approved Budget for all purposes hereunder and under the Final Financing Order. No such update, modification or supplement to any Approved Budget or portion thereof shall be effective until so approved. Approval of such update, modification or supplement or portion thereof shall be 79

244 evidenced by a writing delivered (which may be through electronic transmission) by the Required Lenders (which may be by their counsel or financial advisors on their behalves). In the event that any update, modification or supplement to any Approved Budget or portion thereof is not approved, the existing Approved Budget, without giving effect to such update, modification or supplement to the extent not approved, shall remain in effect. Each update, modification or supplement to an Approved Budget delivered to the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Lenders. (b) The Borrower shall deliver to the Administrative Agent and PJT Partners LP on or before 11:59 p.m. (New York time) on Thursday of each Week (unless such day is not a Business Day, in which event the next succeeding Business Day): (i) a compliance certificate, in form and substance satisfactory to the Administrative Agent and the Required Lenders, signed by a Responsible Officer certifying that no Default or Event of Default has occurred and is continuing or, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) a consolidated accounts payable aging report as of the Friday of the Prior Week, (iii) a Budget Variance Report, (iv) copies of any notices received in connection with the Second Lien Notes and (v) such other information as may be reasonably requested by the Administrative Agent or the Lenders. Each of the foregoing shall be in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders. (c) The Borrower shall deliver to the Administrative Agent and PJT Partners LP on or before 5:00 p.m. (New York time) on Friday of each Week (unless such day is not a Business Day, in which event the next succeeding Business Day) a cash flow forecast for the 13-week period beginning on the previous Monday (the Consolidated Forecast ), with supporting detail and documentation, in form and detail reasonably satisfactory to the Required Lenders. (d) Administrative Agent and Lenders (i) may assume that the Borrower will comply with the Approved Budget (subject to the Permitted Variance), (ii) shall have no duty to monitor such compliance and (iii) shall not be obligated to pay (directly or indirectly from the Collateral other than indirectly through the funding of the Loans) any unpaid expenses incurred or authorized to be incurred pursuant to any Approved Budget. The line items in the Approved Budget for payment of interest, expenses and other amounts to the Administrative Agent and the Lenders are estimates only, and the Borrower remains obligated to pay any and all Obligations in accordance with the terms of the Loan Documents, and the Interim Financing Order and Final Financing Order. Nothing in any Approved Budget (including any estimates of a loan balance in excess of borrowing base restrictions) shall constitute an amendment or other modification of any Loan Document or any of the availability restrictions or other lending limits set forth therein Post-Closing Actions. Deliver to the Administrative Agent: (a) within sixty (60) days of the Closing Date (or such later date as agreed to by the Administrative Agent in writing), any landlords and bailees waiver and consent agreements reasonably requested by the Administrative Agent (at the direction of the Required Lenders) (to the extent the same are obtainable using commercially reasonable efforts). 80

245 (b) (i) within five (5) days of the Closing Date (or such later date as agreed to by the Required Lenders in writing), evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties (other than Foreign Subsidiaries) that constitutes Collateral and (ii) within sixty (60) days of the Closing Date, (or such later date as agreed to by the Administrative Agent in writing), endorsements to such insurance policies of the Loan Parties naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee thereunder; (c) within fifteen (15) days of entry of the Final Financing Order (or such later date as agreed to by the Administrative Agent in writing) use commercially reasonable efforts to deliver such control agreements with respect to Deposit Accounts (other than Permitted Unperfected Accounts (as defined in the Guarantee and Collateral Agreements)) and Securities Accounts, in each case as referred to in the Guarantee and Collateral Agreements (in each case, to the extent required by the Administrative Agent (at the direction of the Required Lenders)), duly executed by the appropriate parties as the Required Lenders may request; (d) within fifteen (15) days of entry of the Final Financing Order (or such later date as agreed to by the Administrative Agent in writing), to the extent all of the Obligations (as defined in the Existing DIP Agreement) have been repaid as of such date, use commercially reasonable efforts to cause all existing mortgages delivered in connection with the Existing DIP Agreement to be assigned to the Administrative Agent; (e) within forty-five (45) days of the Closing Date (or such later date as agreed to by the Required Lenders in writing), the Borrower shall have used reasonable best efforts to have obtained a public rating with respect to the Term Loans from S&P or Moody s; (a) within fifteen (15) days of entry of the Final Financing Order (or such later date as agreed to by the Administrative Agent in writing), certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank; 6.16 Senior Indebtedness. The Borrower will at all times while the Obligations are outstanding, cause such Obligations to be designated as Senior Debt (or any other defined term having a similar purpose) within the meaning of any agreements governing any Subordinated Indebtedness of the Borrower Financial Advisor. The Loan Parties shall continuously retain during the term of this Agreement a restructuring advisor or chief restructuring officer and a financial advisor in each case which is reasonably satisfactory to the Required Lenders (it being agreed that AlixPartners and Guggenheim Securities, LLC, respectively, are reasonably satisfactory to the Required Lenders), and the Loan Parties shall provide the Lenders and their advisors with reasonable access to the 81

246 Loan Parties restructuring and financial advisors; provided that, if a restructuring advisor, chief restructuring officer or a financial advisor (including Guggenheim) ceases to be retained, the Borrower will retain a new restructuring advisor, or chief restructuring officer or financial advisor, as the case may be, reasonably satisfactory to the Required Lenders within thirty (30) days (which period may be extended by up to fifteen (15) days with the approval of the Required Lenders in their sole discretion) of such cessation Lender and Advisor Calls. The Borrower shall arrange for, once per month, upon reasonable prior notice (unless waived by the Required Lenders), a conference call with the Lenders discussing and analyzing the financial condition and results of operations of each of the Loan Parties for the prior fiscal quarter, status of the Chapter 11 Cases and progress in achieving the milestones set forth in Section 6.19, and the monthly operating report most recently filed with the Bankruptcy Court [Reserved] Certain Other Bankruptcy Matters. (a) Holdings, the Borrower and the Subsidiaries shall comply (i) in all respects, after entry thereof, with all of the requirements and obligations set forth in the Financing Orders, as such order is amended and in effect from time to time in accordance with this Agreement, (ii) in all respects, after entry thereof, with each order of the type referred to in clause (b) of the definition of Approved Bankruptcy Court Order, as such orders, if entered by the Bankruptcy Court, must comply with, and only be modified from time to time in accordance with, clause (b) of the definition of Approved Bankruptcy Court Order, and (iii) in all material respects, after entry thereof, with the orders (to the extent not covered by subclause (i) or (ii) above) approving the Debtors first day and second day relief obtained in the Chapter 11 Cases, as such orders, if entered by the Bankruptcy Court, must comply with, and only be modified from time to time in accordance with, clause (c) of the definition of Approved Bankruptcy Court Order. (b) The Borrower shall provide at least five (5) Business Days (or such shorter notice acceptable to the Required Lenders in their sole discretion) prior written notice to the Administrative Agent and its advisors prior to any assumption or rejection of any Debtor s material contracts or material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and no such contract or lease shall be assumed or rejected, if such assumption or rejection adversely impacts (i) the Collateral, any Liens thereon or any DIP Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or DIP Superpriority Claims) or (ii) any transaction outside of the ordinary course of business with any Loan Party, if the Required Lenders inform the Borrower in writing within three (3) Business Days of receipt of the notice from the Borrower referenced above that they object to such assumption or rejection, as applicable. 82

247 6.21 Sale Process Milestones. Achieve each of the milestones set forth below in accordance with the applicable timing referred to below (or such later dates as approved in writing by the Required Lenders): (a) Not later than March 13, 2018, the Bankruptcy Court shall have entered an order, in form and substance satisfactory to the Administrative Agent and the Required Lenders, approving the procedures for submission of competing bids with respect to the sale of substantially all assets of the Loan Parties (the Sale and such order, the Bid Procedures Order ),which shall provide, among other things, that the Administrative Agent or its designee, which may include a new company to be formed or sub-agent to be designated on behalf of the Secured Parties (the Stalking Horse ), shall be the stalking horse bidder with respect thereto. (b) Not later than April 23, 2018, if at least one qualified competing bid is received in addition to the Stalking Horse bid, an auction ( Auction ), shall be held to determine the winning bidder for the Sale (the Winning Bidder ). (c) Not later than April 26, 2018, a hearing shall be held on approval of the Sale, and not later than April 30, 2018, the Bankruptcy Court shall enter an order, in form and substance satisfactory to the Administrative Agent and the Required Lenders (the Sale Order ), approving the Sale to the Winning Bidder (with such order to provide for (a) the sale of the assets free and clear of liens, claims and liabilities other than those the Winning Bidder has expressly chosen to assume, (b) if the Winning Bidder is the Stalking Horse, repayment of the entire principal amount plus interest of the Obligations at the closing of the Sale as provided by the Stalking Horse purchase agreement (unless otherwise agreed in accordance with the terms of the Loan Documents) and (c) if the Winning Bidder is not the Stalking Horse, repayment of the entire principal amount plus interest of the Roll-Up Loans together with all other obligations outstanding under the Existing DIP Loan Documents (other than inchoate indemnification obligations and unasserted claims for reimbursement) and Loans together with all other Obligations outstanding under the Loan Documents (unless otherwise agreed in accordance with the terms of the Loan Documents); (d) Not later than May 30, 2018, the closing of the Sale shall occur, all Obligations (including principal (including PIK Interest) and interest thereon) shall be repaid in full in cash, including by conversion of the Obligations into the Exit Facility, and if the Winning Bidder is not the Stalking Horse, all obligations in respect of the Roll-Up Loans (including principal and interest thereon) together with all other obligations outstanding under the Existing DIP Loan Documents shall be repaid in full in cash. 83

248 6.22 Agreement with USW. Obtain the prior written consent of the Required Lenders before any Loan Party or any other Person on behalf of a Loan Party enters into any agreement or modification of or supplement to any existing agreement with the United Steelworkers of America or any affiliate or representative thereof. ARTICLE VII NEGATIVE COVENANTS Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, each of Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: 7.01 Financial Covenants; Budget Compliance Covenants (a) Pay any expense or other disbursement other than those set forth in the Approved Budget outside of the following variances (the Permitted Variance ); (i) permit Actual Collections to be less than eighty-five percent (85%) of Budgeted Collections for any Trailing Four Week Period set forth in the Approved Budget commencing on the fifth Friday after the Petition Date; provided, that, if Actual Collections are less than eighty-five percent (85%) of Budgeted Collections for any Trailing Four Week Period set forth in the Approved Budget solely as a result of a delay in receipt of one or more identifiable receivables(s) that were projected to be received during such Trailing Four Week Period in the Approved Budget, so long as such receivable(s) are received not more than fourteen (14) days after the end of such Trailing Four Week Period, such receivable(s) shall be treated as having being received during such Trailing Four Week Period solely for purposes of compliance with this Section 7.01(a)(i); (ii) permit Actual Disbursements to be more than the sum of (A) 115% of Budgeted Disbursements for any Trailing Four Week Period set forth in the Approved Budget commencing on the fifth Friday after the Petition Date and (B) the excess of Budgeted Disbursements over Actual Disbursements for the immediately prior Trailing Four Week Period (i.e. expenses permitted by the Approved Budged but not actually dispersed in such period); and (iii) permit Actual Capital Expenditures to be more than the sum of (A) 115% of Budgeted Capital Expenditures for any Trailing Four Week Period set forth in the Approved Budget commencing on the fifth Friday after the Petition Date and (B) the excess of Budgeted Capital Expenditures over Actual Capital Expenditures for the immediately prior Trailing Four Week Period (i.e. Capital Expenditures permitted by the Approved Budged but not actually made in such period). 84

249 7.02 Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party pursuant to any Loan Document; (b) Indebtedness (i) of Holdings or the Borrower to any of their respective Subsidiaries, (ii) of the Borrower or any Subsidiary that is a Guarantor to Holdings or the Borrower or any other Subsidiary, (iii) of any Non-Guarantor to any Non-Guarantor; provided, in each case, that any such Indebtedness described in the foregoing clauses (i) through (iii) incurred by a Loan Party to a Group Member that is not a Loan Party is expressly subordinated to the prior payment in full in cash of the Obligations; (c) Guarantee Obligations incurred in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of the Borrower and any Subsidiary that is a Guarantor; (d) Permitted Existing Debt (excluding such Indebtedness referenced in clauses (f), (g) and (h) in this section) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof); (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.03(g) in an aggregate principal amount not to exceed the greater of $12,500,000 and 1.5% of Consolidated Tangible Assets (measured as of the most recent quarter for which a Compliance Certificate has been delivered pursuant to Section 6.02(a)) at any one time outstanding; (f) (i) Indebtedness of the Borrower in respect of the Second Lien Notes under the Second Lien Note Indenture and, to the extent applicable, any Permitted Refinancing Debt in connection therewith in an aggregate principal amount not to exceed $250,000,000, plus any premium payable to holders of the Second Lien Notes and expenses in each case related to or in connection with the first incurrence of any such Permitted Refinancing Debt; provided that any such premium and expenses shall not exceed $25,000,000 in the aggregate and (ii) Guarantee Obligations of Holdings and any Subsidiary that is a Guarantor in respect of such Indebtedness; (g) Indebtedness of the Borrower arising from the New Letters of Credit; (h) Hedge Agreements (a) in respect of Indebtedness otherwise permitted hereby that bears interest at a floating rate, so long as such agreements are not entered into for speculative purposes, (b) in respect of foreign currency exposure of any Group Member or in respect of energy, raw materials and/or commodities, so long as, in each case, such agreements are entered into in the ordinary course of business and not for speculative purposes and (c) Guarantee Obligations of Holdings and any other Loan Party in respect of such Indebtedness; (i) Indebtedness under the AWA Environmental Indemnity Agreement; provided that such Indebtedness is recourse only to the property described in Section 7.03(i); 85

250 (j) Guarantee Obligations of the Borrower with respect to obligations of Holdings pursuant to the AWA Environmental Indemnity Agreement; (k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business so long as such Indebtedness is extinguished within three (3) Business Days of the incurrence thereof; (l) Indebtedness of the Borrower or any of its Subsidiaries in respect of performance bonds and surety bonds incurred in the ordinary course of business; (m) Indebtedness of the Borrower or any Subsidiary of the Borrower arising from agreements of the Borrower or a Subsidiary of the Borrower providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case, incurred or assumed in connection with the Disposition of any business, assets or a Subsidiary of the Borrower permitted under this Agreement, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; (n) Indebtedness in respect of the Existing DIP Agreement; (o) [Reserved]; (p) additional Indebtedness of Non-Guarantors in an aggregate principal amount (for all Non-Guarantors) not to exceed $10,000,000 at any one time outstanding; (q) [Reserved]; (r) Indebtedness of the Borrower or any Loan Party in respect of Cash Management Agreements (including Existing Cash Management Agreements) entered into in the ordinary course of business and Guarantee Obligations of Holdings and any Loan Party in respect of such Indebtedness Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for: (a) Liens for Taxes or assessments not yet due and payable or that are being properly contested, as set forth in Section 6.03; (b) carriers, warehousemen s, mechanics, materialmen s, repairmen s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; (c) pledges or deposits in connection with workers compensation, unemployment insurance and other social security legislation; 86

251 (d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (e) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (f) Liens in existence on the Existing DIP Date listed on Schedule 7.03, securing Indebtedness permitted by Section 7.02(d); provided that no such Lien is spread or otherwise extended to cover any additional property after the Existing DIP Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.02(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created simultaneously with, or within 120 days after, the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents; (i) Liens on rights to Recovery in favor of AWA pursuant to and as defined in the AWA Environmental Indemnity Agreement and the PDC Environmental Indemnity Agreement; (j) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (k) Liens arising from judgments, decrees or attachments except to the extent that they give rise to an Event of Default; (l) licenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of Holdings or any of its Subsidiaries; (m) Liens in favor of customs or revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods so long as such Lien covers only the goods being imported; (n) Liens on the assets of a Non-Guarantor securing Indebtedness incurred by such Non-Guarantor pursuant to Section 7.02(q); (o) Liens existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary or on any asset of any Person that becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of, or in connection with, such acquisition or such Person becoming a Subsidiary and (ii) such Lien shall not apply to any other assets; 87

252 (p) Liens securing the Indebtedness under the Existing DIP Agreement; (q) [Reserved]; (r) [Reserved]; (s) Liens on cash used to cash collateralize the Existing Letters of Credit and New Letters of Credit; provided that the Existing Letters of Credit permitted hereunder shall be reduced on a dollar-for-dollar basis promptly upon the issuance of a New Letter of Credit; provided, further, that the cash collateral for any New Letter of Credit shall not exceed 102.5% of the aggregate face amount of such New Letter of Credit; (t) to the extent such Liens are permitted under, and subject to, the Prepetition Intercreditor Agreement, Liens securing Indebtedness under the Second Lien Note Documents and any Permitted Refinancing Debt in respect thereof; (u) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (v) Liens arising from precautionary Uniform Commercial Code financing statement filings; and (w) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, all or substantially all of its property or business, except that: (a) any Subsidiary of the Borrower may be merged, consolidated or amalgamated (i) with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation), (ii) with or into any Guarantor (provided that a Guarantor shall be the continuing or surviving corporation), and (iii) with respect to any such Subsidiary that is a Non-Guarantor, with or into any Non-Guarantor; (b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) (i) to the Borrower or any Guarantor, (ii) with respect to any such Subsidiary that is a Non-Guarantor, to any Non-Guarantor, or (iii) to any other Person in connection with a Disposition permitted pursuant to Section 7.05; 88

253 (c) [Reserved]; (d) any Non-Guarantor may merge with or into any other Non-Guarantor; (e) any Immaterial Subsidiary may be liquidated or dissolved; (f) the Borrower may convert to a Delaware limited liability company; provided that (i) it shall have given the Administrative Agent not less than ten (10) Business Days prior written notice (in the form of an Officers Certificate), or such lesser notice period agreed to by the Administrative Agent of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Administrative Agent may reasonably request, (ii) it shall have taken all action necessary to maintain the validity, enforceability, perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable, (iii) it shall promptly provide the Administrative Agent with certified Organizational Documents reflecting any of the changes described in the preceding clauses (i) and (ii) and (iv) it shall promptly notify the Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a property subject to a landlord access agreement; (g) a Holdings Entity Transaction may be consummated; and (h) any Cost-Cutting Transactions may be consummated, subject to compliance with Section 7.01(a)(iii) Disposition of Property. Voluntarily Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Subsidiary, issue or sell any shares of the Borrower s or such Subsidiary s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property or other assets no longer used or useful (as reasonably determined by the Borrower and giving effect to its business plans) in the business of the Borrower and its Subsidiaries in the ordinary course of business provided that the fair market value of such assets shall not exceed $100,000 per fiscal year of Borrower; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by Sections 7.04, 7.06 and 7.07; (d) the sale or issuance of any Subsidiary s Capital Stock to the Borrower or any Guarantor to the extent the acquisition thereof is permitted under Section 7.07; (e) the Disposition of other property having a fair market value not to exceed the greater of $12,500,000 and 1.5% of Consolidated Tangible Assets in the aggregate for any fiscal year of the Borrower; provided that the Net Cash Proceeds of any Disposition constituting an Asset Sale shall be subject to the mandatory prepayment provisions of Section 2.05(b); 89

254 (f) the sale of Non-Guarantors or the assets of Non-Guarantors; and (g) Dispositions in connection with any Cost-Cutting Transactions Restricted Payments. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any Subsidiary (collectively, Restricted Payments ), except that: (a) any Subsidiary may make Restricted Payments to the Borrower and any Subsidiary that is a Guarantor, ratably according to their respective holdings of the type of Capital Stock in respect of which such Restricted Payment is being made; (b) [Reserved]; and (c) Subsidiaries of Holdings may pay dividends to permit Holdings or any of its Subsidiaries to pay corporate overhead expenses incurred in the ordinary course of business Investments. Make Investments except: (a) extensions of trade credit in the ordinary course of business; (b) Investments in Cash Equivalents; (c) Indebtedness and Guarantee Obligations permitted by Section 7.02(c) or (k); (d) (i) loans and advances to employees of any Group Member of the Borrower in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all Group Members not to exceed $500,000 at any one time outstanding and (ii) additional loans or advances to newly hired employees of any Group Member of the Borrower in the ordinary course of business for the purpose of paying relocation expenses of such employees in an aggregate amount not to exceed $500,000 at any time outstanding; (e) intercompany Investments by any Group Member in Holdings, the Borrower or any Subsidiary of the Borrower that, prior to such Investment, is a Guarantor; (f) [Reserved]; (g) [Reserved]; (h) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; 90

255 (i) [Reserved]; (j) Guarantee Obligations of customary indemnities and insurance for directors and officers of any Group Member; (k) [Reserved]; (l) [Reserved]; (m) investments in the form of a cash deposit or prepayment of expenses to vendors, suppliers and trade creditors so long as such deposits are made and such expenses are incurred in the ordinary course of business; (n) deposits of cash with banks or other depository institutions and deposits required by government agencies or utilities, in each case, in the ordinary course of business; (o) [Reserved]; and (p) other Investments in an aggregate amount not to exceed $5,000,000 at any time Prepayments and Modifications of Certain Debt Instruments or Organization Documents. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Second Lien Notes, any other Indebtedness having a permitted junior lien, unsecured Indebtedness or other Subordinated Indebtedness, any Permitted Refinancing Debt or enter into any derivative or other transaction with any Derivatives Counterparty obligating Holdings, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Second Lien Notes or any Indebtedness that was incurred prior to the Petition Date (any such action, a Restricted Junior Debt Payment ) (other than (i) so long as no Default or Event of Default shall have occurred or be continuing both before and after giving effect to such Restricted Junior Debt Payment, the refinancing of any Second Lien Notes, any other Indebtedness having a permitted junior lien, unsecured Indebtedness or other Subordinated Indebtedness with applicable Permitted Refinancing Debt and (ii) Restricted Junior Debt Payments made pursuant to the Financing Orders or, to the extent not in violation of the Financing Orders, any other Approved Bankruptcy Court Order then in effect; (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Existing DIP Agreement, the Second Lien Notes, the Second Lien Note Indenture, the other Prepetition Debt, any other Indebtedness having a permitted junior lien, unsecured Indebtedness or other Subordinated Indebtedness or any Permitted Refinancing Debt (other than any such amendment, 91

256 modification, waiver or other change that is permitted by the terms of the Prepetition Intercreditor Agreement or any subordination agreement applicable thereto; provided that the terms of the Indebtedness being amended, modified, waived or otherwise changed, after giving effect to such amendment, modification, waiver or other change, are not materially less favorable to the Borrower than those applicable to such Indebtedness before giving effect to such amendment, modification, waiver or other change; provided, further, that in no event shall such Indebtedness (a) amortize, or otherwise be subject to scheduled redemptions, repurchases or other payments of principal or have a final maturity date that is earlier than the date that is six (6) months after the Scheduled Termination Date, (b) be subordinated to the Obligations in a manner less favorable to the Lenders than such Indebtedness before giving effect to such amendment, modification, waiver or other change, (c) contain maintenance or other springing or conditional financial covenants, (d) be amended, modified, waived or otherwise changed so as to require prepayments or mandatory redemptions in a manner more extensive than the terms of such Indebtedness before giving effect to such amendment, modification, waiver or other change or (e) contain other terms and conditions that are more restrictive, taken as a whole, than those under this Agreement (as determined in good faith by the Required Lenders)); (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as Designated Senior Debt (or any other defined term having a similar purpose) for the purposes of any agreements governing any Subordinated Indebtedness of the Borrower or any applicable Permitted Refinancing Debt Document; (d) other than any changes necessary solely to implement a Qualified IPO, a Holdings Entity Transaction or to convert the Borrower to a limited liability company, amend, supplement, waive or otherwise modify any provision of the Organization Documents of Holdings, Borrower or its Subsidiaries in a manner that would be materially adverse to the interests of the Lenders Transactions with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower, any other Guarantor or any Wholly Owned Subsidiary) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of the relevant Group Member, and (c) upon fair and reasonable terms no less favorable to the relevant Group Member, than it would obtain in a comparable arm s length transaction with a Person that is not an Affiliate; provided that the following shall in any event be permitted: (i) the arrangements contemplated by the Fox River Indemnity Arrangements; (ii) customary fees paid to non-officer directors of Holdings and its Subsidiaries; (iii) employment agreements, employee benefit plans, indemnification provisions, equity incentive plans and other similar compensatory arrangements entered into by Holdings and its Subsidiaries with officers and directors of Holdings and its Subsidiaries in the ordinary course of business, in each case to the extent that such transactions are otherwise permitted by this Agreement; (iv) transactions with the ESOP and pursuant to the ESOP Documentation and the terms hereof; (v) transactions permitted pursuant to Section 7.04, 7.05(f), 7.06 and 7.07; (vi) transactions among Holdings and its Subsidiaries to the extent otherwise permitted under this Agreement; (vii) a Holdings Entity Transaction and any related transactions and documentation in connection therewith and (viii) a Cost-Cutting Transaction and any related transactions and documentation in connection therewith. 92

257 7.10 Changes in Fiscal Periods; Accounting Changes. (a) Permit the fiscal year of Holdings to be other than the 52-week or 53-week period ending the Saturday nearest December 31 or change Holdings method of determining fiscal quarters. (b) Make or permit, any change in accounting policies or reporting practices, without the consent of the Required Lenders, which consent shall not be unreasonably withheld, except changes that are required by GAAP (subject in each case to the provisions of Section 1.03) Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, other than restrictions existing under or by reason of (a) applicable Law, (b) this Agreement and the other Loan Documents, (c) the Second Lien Note Indenture, (d) any Permitted Refinancing Debt Document, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (f) customary provisions restricting assignment of any licensing agreement entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, (g) the Existing DIP Agreement, and (h) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) this Agreement or the other Loan Documents, (ii) applicable Law, (iii) the Prepetition Debt, (iv) any Permitted Refinancing Debt Document, (v) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vi) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (vii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary. 93

258 7.13 Lines of Business. Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related or complementary thereto Material Agreements. (a) Amend, supplement or otherwise modify, or permit, the amendment, supplement or modification of (pursuant to a waiver, endorsement or otherwise) the terms and conditions of the Fox River Indemnity Arrangements without the consent of the Required Lenders or (b) assign any of its rights under the Fox River Indemnity Arrangements without the consent of the Required Lenders [Reserved] Holding Company Status. In the case of Holdings, except to the extent required by the Bankruptcy Court, (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to (u) the Chapter 11 Cases, (v) any activities necessary to implement a Cost-Cutting Transaction, (w) any activities necessary solely to implement a Qualified IPO or a Holdings Entity Transaction, (x) its direct or indirect ownership of the Capital Stock of the Borrower and PDC Capital Corporation, (y) its ownership by the ESOP and transactions related to the ESOP and pursuant to the ESOP Documentation or (z) to the exercise of its rights and remedies under the Acquisition Documentation, (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) obligations arising by operation of the ESOP Documentation, (ii) nonconsensual obligations imposed by operation of Law, (iii) pursuant to the Loan Documents to which it is a party, (iv) Indebtedness permitted under clauses (b), (f), (g), (h), (i), (j) or (1) of Section 7.02, and (v) obligations with respect to its Capital Stock, or (c) own, lease, manage or otherwise operate any properties or assets (including cash (other than cash received in connection with dividends made to Holdings in accordance with Section 7.06 or loans or advances to or by Holdings in accordance with Section 7.07 pending any required application in the manner contemplated by said Sections or cash received in transactions relating to the ESOP) and Cash Equivalents) other than the direct ownership of shares of Capital Stock of the Borrower and PDC Capital Corporation, as the case may be PDC Capital Corporation. In the case of PDC Capital Corporation, conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business, or operations other than those incidental to its obligations under the Bermuda Company Agreements. 94

259 7.18 ESOP Amendments. Amend or terminate the ESOP without the prior written consent of the Administrative Agent (at the direction of the Required Lenders), not to be unreasonably withheld, except that the Borrower or Holdings may amend the ESOP (a) to the extent required by the Internal Revenue Service in order to obtain a favorable determination letter with respect to the ESOP, (b) to comply with changes in the Law, (c) to incorporate administrative and non-economic changes, (d) to the extent necessary solely to implement a Qualified IPO of a Holdings Entity Transaction, (e) if required by the Bankruptcy Court, and (f) to incorporate other changes so long as, with respect to this clause (f), such changes are not materially adverse to the interests of any of the Administrative Agent or the Lenders [Reserved] Embargoed Person. Cause or permit (a) any of the funds or properties of the Loan Parties that are used to repay the Loans or other Borrowings to constitute property of, or be beneficially owned directly or indirectly by, any Person subject to sanctions or trade restrictions under United States or Canadian Law ( Embargoed Person or Embargoed Persons ) that is identified on (1) the List of Specially Designated Nationals and Blocked Persons maintained by OFAC or any other Governmental Authority and/or on any other similar list ( Other List ) maintained by OFAC or any other Governmental Authority pursuant to any authorizing statute including the International Emergency Economic Powers Act, 50 U.S.C et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., any Executive Order or other applicable Anti-Terrorism Laws, or regulation promulgated thereunder, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by applicable Requirements of Law, or the Loans or other Borrowings made by the Lenders would be in violation of any Requirements of Law, or (2) the Executive Order, any related enabling legislation or any other similar executive orders, or (b) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by applicable Requirements of Law or the Borrowings are in violation of applicable Requirements of Law Sale and Leaseback Transactions. Enter into any Sale and Leaseback Transactions Locations of Collateral. Except to the extent otherwise permitted to be so transferred hereunder, no Loan Party shall cause or permit Collateral having a value in excess of $8,500,000 to be held in jurisdictions outside of the United States or Canada (or any constituent jurisdiction thereof) Canadian Pension Plans. In the case of Appvion Canada or any Loan Party organized under the Laws of Canada or any of its provinces or territories, contribute to any Canadian defined benefit pension plan. 95

260 7.24 Additional Bankruptcy Matters. (a) Assert or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Loan Documents against the Administrative Agent or Lenders; (b) Subject to the terms of the Financing Orders and subject to Section 8.01, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Administrative Agent or the Lenders with respect to the Collateral following the occurrence of an Event of Default; or (c) Except as expressly provided or permitted hereunder (including, without limitation, to the extent expressly identified in any line item in the Approved Budget or pursuant to any first day or second day orders complying with the terms of this Agreement) or, with the prior consent of the Required Lenders, as provided pursuant to any other Approved Bankruptcy Court Order, make any payment or distribution to any Affiliate that is not a Loan Party or to any insider of the Company outside of the ordinary course of business Other Superpriority Claims. Incur, create, assume, suffer to exist or permit any Superpriority Claim which is pari passu with or senior to the DIP Superpriority Claim, except for the Carve-Out Events of Default. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES If any of the following events shall occur and be continuing (each, an Event of Default ): (a) the Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan, or any fee or other amount payable hereunder or under any other Loan Document, within five (5) days after any such interest or other amount becomes due in accordance with the terms hereof; or (b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or (c) any Loan Party shall default in the observance or performance of (A) any agreement contained in Sections 6.01, 6.02, clauses (i) and (ii) of Section 6.04(a) (with respect to Holdings and the Borrower only), 6.05, 6.06, 6.07(a), 6.08, 6.09, 6.10, 6.12, 6.19, 6.20, 6.21, or 6.22, or Article VII of this Agreement or Section 5.5 of either Guarantee and Collateral Agreement, (B) any agreement contained in Section 6.14 and, with respect to a default 96

261 referenced in this clause (B), such default shall continue unremedied for a period of five (5) days, or (C) any agreement contained in Sections 6.03, 6.07(b), (c), (d), (e) and (f), and, with respect to a default referenced in this clause (C), such default shall continue unremedied for a period of ten (10) days; or (d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section) and such default shall continue unremedied for a period of thirty (30) days after the earlier of (i) notice to the Borrower from the Administrative Agent or any Lender and (ii) a Responsible Officer becoming aware of any such default or the delivery by a Loan Party of a default notice pursuant to Section 6.07(a); or (e) any Group Member shall (i) default in making any payment of any post-petition or unstayed Indebtedness (including any Guarantee Obligation, but excluding the Loans) or any debtor-in-possession financing on the due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (excluding (x) a change of control event, which is covered separately under Section 8.01(k) and (y) an asset sale or similar event in the ordinary course of business that requires Indebtedness to become due prior to their stated maturity, but in the case of this clause (y) only to the extent the amount becoming due is actually repaid), the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless the same occurs with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $15,000,000; or (f) (i) any Subsidiary that is not an Immaterial Subsidiary shall commence any case, proceeding or other action other than the Chapter 11 Cases (A) under any Debtor Relief Law or under any other existing or future Law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any such Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any material Subsidiary that is not a Loan Party any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against any material Subsidiary that is not a Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial 97

262 part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Loan Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Loan Party shall not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) reserved; or (h) one or more post-petition money judgments or decrees shall be entered against any Loan Party involving in the aggregate a liability (to the extent not paid or fully covered by insurance or a third party indemnity as to which the relevant insurance company or third party has acknowledged coverage) of $10,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within forty-five (45) days from the entry thereof or the effectiveness of which or the exercise of remedies as a result of which shall not have been stayed under the Bankruptcy Code; provided that this clause (h) shall not apply to any matter or circumstance referenced in clause (m) hereof; or (i) any of the Loan Documents or Security Documents shall cease, for any reason, to be in full force and effect (except in accordance with the terms thereof), or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents covering Collateral having a fair market or book value in excess of $2,500,000 shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (j) the Guaranty contained in Section 2 of either Guarantee and Collateral Agreement shall cease, for any reason (except if such release is in accordance with the terms thereof), to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; (k) (i) prior to the occurrence of a Qualified IPO or a Holdings Entity Transaction either (x) the ESOP shall cease to have the power to vote or direct the voting of securities having a majority of the ordinary voting power for the election of Board of Directors of Holdings (determined on a fully diluted basis) or (y) the ESOP Trust shall cease to own of record and beneficially greater than 50% of the outstanding Capital Stock of Holdings; (ii) upon and following a Qualified IPO or a Holdings Entity Transaction, any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or group or its respective subsidiaries, and any person acting in its capacity as trustee, agent or fiduciary or administrator of any such plan), other than the ESOP Trust, is or becomes the Beneficial Owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Voting Stock of Holdings representing more than 35% of the voting power of the total outstanding Voting Stock of Holdings; (iii) Holdings shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of the Borrower, free and clear of all consensual Liens (except Liens created by the Guarantee and Collateral Agreements, the Guarantee and Collateral Agreements (as defined in the Existing DIP Agreement) and Liens securing the Obligations under the Second Lien Security Documents in accordance with the Prepetition Intercreditor Agreement); or (iv) prior to the occurrence of a Qualified IPO or a Holdings Entity Transaction, the Board of Directors of either Holdings or the Borrower shall cease to include two independent directors; or 98

263 (l) any Subordinated Indebtedness or the guarantees thereof or any related Permitted Refinancing Debt or the guarantees thereof, so long as such Indebtedness is outstanding, shall cease, for any reason, to be validly subordinated to the Obligations or the obligations of the Subsidiaries party thereto under the Guarantee and Collateral Agreements as provided in the documentation governing such Subordinated Indebtedness or any related Permitted Refinancing Debt Document, as the case may be or any Loan Party, any Affiliate of any Loan Party, the trustee or agent in respect of any Subordinated Indebtedness or any related Permitted Refinancing Debt Document, or the holders of at least 25% in aggregate principal amount of any Subordinated Indebtedness or any related Permitted Refinancing Debt, as the case may be, shall so assert; or (m) (i) AWA shall default in the observance or performance of any agreement contained in the AWA Environmental Indemnity Agreement, (ii) any of the Fox River Indemnity Arrangements shall be terminated, held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or the Lien created by the Bermuda Security Agreement shall cease to be enforceable and of the same effect and priority purported to be created thereby, (iii) any party (other than a Group Member) shall otherwise default in the observance or performance of any material agreement contained in the Acquisition Documentation after giving effect to any applicable cure period, (iv) any party shall default in the observance or performance of any agreement contained in the Bermuda Company Agreements, or (v) NCR Corp. shall default in the observance or performance of any agreement contained in the NCR Agreements, provided, that a default, event or condition described in clause (i), (iii), (iv) or (v) of this paragraph (m) shall not at any time constitute an Event of Default unless such default, event or condition could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, taking into account any mitigating arrangements or agreements that the Borrower has implemented prior to such default, event or condition; or (n) the Prepetition Intercreditor Agreement or any provision thereof shall cease to be in full force and effect, or any Lien securing or purporting to secure Indebtedness or other obligations owing under the Second Lien Note Indenture shall, for any reason, cease to be subordinated to the Lien created under the Security Documents securing the First Lien Obligations under, and as defined in, the Prepetition Intercreditor Agreement; or (o) (i) the entry of an order dismissing any of the Chapter 11 Cases or converting any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code, or any Loan Party files a motion or other pleading seeking entry of such an order or supports or fails to promptly oppose such dismissal or conversion; (ii) a trustee, responsible officer or an examiner having expanded powers under Section 1104 of the Bankruptcy Code (other than (x) a fee examiner or (y) for purposes of an investigation pursuant to Sections 1106(a)(3) and (4) of the Bankruptcy Code) is appointed or elected in the Chapter 11 Cases, any Loan Party or applies for, consents to, supports, acquiesces in or fails to promptly oppose, any such appointment, or the Bankruptcy Court shall have entered an order providing for such appointment, in each case without the prior written consent of the Required Lenders in their sole discretion; 99

264 (iii) the entry of an order staying, reversing or vacating the Interim Financing Order or the Final Financing Order or modifying or amending the Interim Financing Order or Final Financing Order other than in form and substance satisfactory to the Administrative Agent and the Required Lenders, or any Loan Party files an application, motion or other pleading seeking entry of such an order or supports or fails to promptly oppose entry of such an order, in each case without the prior written consent of the Administrative Agent and the Required Lenders in their sole discretion; (iv) the entry of an order in any of the Chapter 11 Cases denying or terminating use of cash collateral by any of the Loan Parties, and the Loan Parties have not obtained use of cash collateral (consensually or non-consensually) with the prior written consent of the Administrative Agent and the Required Lenders; (v) the entry of an order in any of the Chapter 11 Cases granting relief from any stay or proceeding (including, without limitation, the automatic stay) so as to allow any third party to proceed with foreclosure (or the granting of a deed in lieu of foreclosure or the like) against any assets of the Loan Parties with a value in excess of $5,000,000 in the aggregate; (vi) the entry of a final non-appealable order in the Chapter 11 Cases charging any of the Collateral under Section 506(c) of the Bankruptcy Code against the Lenders or the commencement of other actions by the Loan Parties that challenges the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents in any of the Chapter 11 Cases or that is inconsistent with the Loan Documents; (vii) without the prior written consent of the Administrative Agent and the Required Lenders, any Loan Party shall file a motion seeking or take any action supporting a motion seeking, or the Bankruptcy Court shall enter an order in any of the Chapter 11 Cases authorizing (x) financing under Section 364 of the Bankruptcy Code (other than the Loans) or (y) the sale of all or substantially all of the Loan Parties assets unless such order contemplates payment in full in cash of the Obligations upon the closing of such financing or consummation of such sale, whether pursuant to a plan of reorganization or otherwise; (viii) without the consent of the Required Lenders (not to be unreasonably withheld), the entry of an order in any of the Chapter 11 Cases granting adequate protection to any other person (which, for the avoidance of doubt, shall not apply to any payments made pursuant to first day or other orders reasonably acceptable to the Administrative Agent and the Required Lenders); (ix) termination or expiration of any exclusivity period for any Debtor to file or solicit acceptances for a plan of reorganization; (x) the filing or support of any pleading by any Loan Party (or any direct or indirect parent thereof) seeking, or otherwise consenting to, any of the matters set forth in clauses (i) through (ix) above, unless such filing or any pleading is in connection with the enforcement of the Loan Documents against the Administrative Agent or the Lenders; 100

265 (p) the commencement of any action, including the filing of any pleading, by any Loan Party or any direct or indirect subsidiary of any Loan Party (or by any direct or indirect parent of any Loan Party) against any of the prepetition secured parties with respect to any of the obligations or liens under or with respect to the Prepetition First Lien Credit Agreement; (q) the making of any material payments in respect of prepetition obligations other than (i) to the extent permitted by the Financing Orders or an Approved Bankruptcy Court Order (including any first day orders) in amounts reasonably satisfactory to the Administrative Agent and Required Lenders (and not otherwise prohibited by this Agreement or any other Approved Bankruptcy Court Order then in effect), or (ii) as otherwise agreed to in writing by the Administrative Agent and Required Lenders; (r) the entry of the Final Financing Order shall not have occurred within forty-five (45) days after entry of the Interim Financing Order (or such later date (but in no event later than sixty (60) days after the entry of the Interim Financing Order) as the Administrative Agent and the Required Lenders may reasonably agree); (s) an order of the Bankruptcy Court granting, other than in respect of the Loans and the Carve-Out or as otherwise permitted under the applicable Loan Documents, any claim entitled to superpriority administrative expense claim status in the Chapter 11 Cases pursuant to Section 364(c)(1) of the Bankruptcy Code pari passu with or senior to the claims of the Administrative Agent and the Lenders under the Loan Documents, or the filing by any Loan Party of a motion or application seeking entry of such an order; (t) other than with respect to the Carve-Out and the Liens provided for in the Loan Documents (subject, in the case of the Loans, to the priority set forth in the Financing Orders and Section 2.17), the Borrower or any other Loan Party shall create or incur, or the Bankruptcy Court enters an order granting, any claim on Collateral which is pari passu with or senior to any liens under the Prepetition First Lien Facility, the adequate protection liens and adequate protection obligations granted under the Interim Financing Order in contravention of the lien priorities specified in Section 2.17; (u) noncompliance by any Loan Party or any of its Subsidiaries with the terms of the Interim Financing Order or, after entry thereof, the Final Financing Order; (v) the Loan Parties or any of their Subsidiaries (or any direct or indirect parent of any Loan Party), or any person claiming by or through any of the foregoing, shall obtain court authorization to commence, or shall commence, join in, assist or otherwise participate as an adverse party in any suit or other proceeding against the Administrative Agent or any of the Lenders regarding the Loans, unless such suit or other proceeding is in connection with the enforcement of the Loan Documents against the Administrative Agent or Lenders; or (w) (i) a plan of reorganization shall be confirmed in any of the Chapter 11 Cases that is not an Acceptable Plan of Reorganization, or any order shall be entered which dismisses any of the Chapter 11 Cases and which order (x) does not provide for termination of the unused Commitments and payment in full in cash of the Obligations, (y) does not provide for release and exculpatory provisions relating to the Administrative Agent, the Arranger and the Lenders that 101

266 are satisfactory to the Administrative Agent, the Arrangers and the Required Lenders and (z) is not otherwise reasonably satisfactory to the Administrative Agent and the Required Lenders, or (ii) any of the Loan Parties or any of their Subsidiaries (or any of their direct or indirect parents), shall file, propose, support, or fail to promptly contest in good faith the filing or confirmation of such a plan or the entry of such an order; or (x) any Loan Party (or any direct or indirect parent thereof) shall file any motion seeking authority to consummate the sale of assets of any Loan Party (other than any such sale that is permitted under the Loan Documents and other than in connection with any Cost-Cutting Transaction permitted hereunder) pursuant to Section 363 of the Bankruptcy Code having a value in excess of $2,000,000, without the consent of the Required Lenders, or the Borrower shall file (or fail to oppose) any motion seeking an order authorizing the sale of all or substantially all of the assets of the Loan Parties (unless such sale would result in the repayment in full in cash of all Obligations upon consummation thereof); then in every event, and at any time thereafter during the continuance of such event, the Administrative Agent, on behalf of the Lenders, may (and at the direction of the Lenders, shall), upon written notice to the Borrower and the Second Lien Representative (A) declare (i) the Commitments to be terminated, reduced or restricted forthwith to the extent any such Commitments remain the applicable Loans hereunder (with accrued interest thereon), (ii) all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable without presentment, demand, protest or any other notices of any kind which are hereby expressly waived by the Borrower (except as expressly provided above in this Section 8.01); and (iii) the termination of the Loan Documents as to any future liability or obligation of the Administrative Agent and Lenders, without any effect to any liens or obligations provided hereunder; and (B) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Administrative Agent or the Lenders under this Agreement, any of the other Loan Documents or applicable law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Administrative Agent or the Lenders; provided that with respect to the enforcement of the Liens purported to be created by any Security Document or exercise of any other rights or remedies with respect to the Collateral (including rights to set off or apply any amounts in any bank accounts that are a part of the Collateral), the Required Lenders or the Administrative Agent (at the direction of the Required Lender) shall provide the Borrower and the Second Lien Representative with at least five (5) Business Days written notice prior to taking the action contemplated thereby (the Remedies Notice ) (and in any hearing after the giving of such notice, the only issue that may be raised by any party in opposition thereto being whether, in fact, an Event of Default has occurred and is continuing) (the Remedies Notice Period ); provided, that, no notice shall be required for any exercise of rights or remedies (x) to block or limit withdrawals from any bank accounts that are a part of the Collateral (including, without limitation, by sending any control activation notices to depositary banks pursuant to any control agreement), except that (a) the Loan Parties shall be permitted to continue to use cash collateral in the ordinary course of business, including, without limitation, 102

267 for the purchase and sale of raw materials and work-in-process and finished goods inventory from affiliates, during such five (5) -Business Day notice period in accordance with the Approved Budget then in effect (without giving effect to any updates thereto after delivery of such notice, unless consented to by the Required Lenders in their sole discretion, and subject to conditions to be agreed in the case of other payments to the Loan Parties Affiliates or insiders) and to fund the Post-EoD Carve-Out Amount, and (b) during such five (5)-Business Day notice period, any party in interest shall be entitled to seek an emergency hearing with the Bankruptcy Court and (y) in the event the Obligations have not been repaid in full in cash on the Scheduled Termination Date Application of Funds. After the exercise of remedies provided for in Section 8.01 (or after the Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, ratably, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, ratably, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders and (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, ratably, to payment of that portion of the Obligations constituting unpaid principal and accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; and Last, the balance, if any, after all of the Obligations (other than contingent indemnification obligations for which no claim has been made) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law Appointment. ARTICLE IX ADMINISTRATIVE AGENT (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as an agent of such Lender under this Agreement and the other Loan Documents. Each Lender irrevocably authorizes the Administrative Agent, in such capacity, through its agents or employees, to take such actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, 103

268 together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party shall have rights as a third party beneficiary of any such provisions. Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents. In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Without limiting the generality of the foregoing, the use of the term agent in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), for the benefit of the Secured Parties, in assets in which, in accordance with the UCC or any other applicable Requirement of Law a security interest can be perfected by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly following the Administrative Agent s request therefor, shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent s instructions. The Lenders hereby acknowledge and agree that the Administrative Agent may act, subject to and in accordance with the terms of the Guarantee and Collateral Agreements and the other Loan Documents, as the collateral agent for the Secured Parties Administrative Agent in its Individual Capacity. Each Person serving as the Administrative Agent hereunder shall have 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 the Administrative Agent, and the term Lender or Lenders shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as an agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, any Group Member or Affiliate thereof as if it were not the Administrative Agent hereunder and without duty to account therefor to the Lenders Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents, and its duties shall be administrative in nature. Without limiting the generality of the foregoing: (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 104

269 (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.01); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability, if the Administrative Agent is not indemnified to its satisfaction, or that is contrary to any Loan Document or applicable Requirements of Law including, for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a foreclosure, modification or termination of property of a Defaulting Lender under any Debtor Relief Law; and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose or shall be liable for the failure to disclose, any information relating to Holdings, the Borrower, any Subsidiary or any of their respective Affiliates that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.01) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof describing such Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or sufficiency of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document. Each party to this Agreement acknowledges and agrees that the Administrative Agent may from time to time use one or more outside service providers for the tracking of all UCC financing statements (and/or other Collateral related filings and registrations from time to time) required to be filed or recorded pursuant to the Loan Documents and the notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that each of such service providers will be deemed to be acting at the request and on behalf of the Borrower and the other Loan Parties. The Administrative Agent shall not be liable for any action taken or not taken by any such service provider. None of the 105

270 Administrative Agent or any of its officers, partners, directors, employees or agents shall be liable to the Lenders or any other Secured Party for any action taken or omitted by the Administrative Agent under or in connection with any of the Loan Documents. Notwithstanding anything to the contrary set forth herein, the Administrative Agent shall not be required to take, or to omit to take, any action under the Loan Documents, unless, upon demand, the Administrative Agent receives indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to the Administrative Agent, any other Secured Party) against all liabilities, costs and expenses that, by reason of such action or omission, may be imposed on, incurred by or asserted against the Administrative Agent or any of its officers, partners, directors, employees or agents Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent, or otherwise authenticated by a proper Person. The Administrative Agent also may rely upon any statement made to it orally and believed by it to be made by a proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a 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 such Lender unless the Administrative Agent shall have received written notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other advisors selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or advisors Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory, indemnification and other provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply, without limiting the foregoing, to their respective activities in connection with the syndication of the Loans provided for herein as well as activities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. 106

271 9.06 Successor Administrative Agent. The Administrative Agent may resign as such at any time upon at least ten (10) days prior notice to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the reasonable approval of the Borrower (unless a Default or Event of Default shall have occurred and be continuing), to appoint a successor administrative agent from among the Lenders. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within ten (10) days after the retiring administrative agent gives notice of its resignation, then the retiring administrative agent may, on behalf of the Lenders, appoint a successor administrative agent, subject to the reasonable approval of the Borrower (unless a Default or Event of Default shall have occurred and be continuing), which successor shall be a commercial banking institution organized under the Laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000; provided that if such retiring administrative agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring administrative agent s resignation shall nevertheless thereupon become effective and the retiring (or retired) administrative agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor administrative agent. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring administrative agent, and the retiring (or retired) administrative agent shall be discharged from its duties and obligations under the Loan Documents; provided that the retiring administrative agent shall promptly (i) transfer to such successor all sums, securities and other items of Collateral held under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor administrative agent under the Loan Documents, and (ii) execute and deliver to such successor administrative agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor administrative agent of the security interests created under the Security Documents. The fees payable by the Borrower to a successor administrative agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After an administrative agent s resignation hereunder, the provisions of this Article IX, Section and Sections to shall continue in effect for the benefit of such retiring administrative agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as administrative agent Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, conducted its own independent investigation of the financial condition and affairs of the Loan Parties and their Subsidiaries and made its own credit analysis and decision to enter into this Agreement. Each Lender further represents and warrants that it has reviewed each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof (including any such terms and conditions set forth, or 107

272 otherwise maintained, on the Platform with respect thereto). Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their respective Affiliates 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 not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder Name Agents. The parties hereto acknowledge that the Arranger holds such title in name only, and that such title confers no additional rights or obligations relative to those conferred on any Lender hereunder, other than those rights expressly provided to or for the benefit of the Arranger hereunder Indemnification. The Lenders severally agree to indemnify the Administrative Agent in its capacity as such and each of its Related Parties (to the extent not reimbursed by the Borrower or the Guarantors and without limiting the obligation of the Borrower or the Guarantors to do so), ratably according to their respective outstanding Loans and Commitments in effect on the date on which indemnification is sought under this Section 9.09 (or, if indemnification is sought after the date upon which all Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such outstanding Loans and Commitments as in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, fines, penalties, actions, claims, suits, judgments, litigations, investigations, inquiries or proceedings, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans ) be imposed on, incurred by or asserted against the Administrative Agent or Related Party in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein, the Transactions or any of the other transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or Related Party under or in connection with any of the foregoing (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE ADMINISTRATIVE AGENT OR RELATED PERSON); provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, claims, suits, judgments, litigations, investigations, inquiries or proceedings, costs, expenses or disbursements that are found by a final and non-appealable judgment of a court of competent jurisdiction to have directly resulted solely and directly from the Administrative Agent s or Related Party s, as the case may be, gross negligence or willful misconduct. The agreements in this Section 9.09 shall survive the payment of the Loans and all other amounts payable hereunder. 108

273 9.10 Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred Lender s Representations, Warranties and Acknowledgments. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Borrowings hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. Each Lender acknowledges that neither the Administrative Agent nor any Related Party of the Administrative Agent has made any representation or warranty to it. Except for documents expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lenders, the Administrative Agent shall not have any duty or responsibility (either express or implied) to provide any Lender with any credit or other information concerning any Loan Party, including the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of a Loan Party, that may come in to the possession of the Administrative Agent or any of its Related Parties. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment and Assumption and funding its Loan, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by the Administrative Agent, the Required Lenders or the Lenders, as applicable, on the Closing Date Security Documents and Guaranty. (a) Administrative Agent under Security Documents and Guaranty. Each Secured Party hereby further authorizes the Administrative Agent, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guaranty, the Collateral and the Loan Documents. Subject to Section 9.12(c) and Section 11.01, without further written consent or authorization from any Secured Party, the Administrative Agent, upon the commercially reasonable request of the Borrower (and at the Borrower s sole cost and expense) with reasonable advance notice, may execute any documents or instruments 109

274 necessary to (i) in connection with a sale or Disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other Disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.01) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to the applicable provisions of the applicable Guarantee and Collateral Agreement or with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.01) have otherwise consented. (b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent, for the benefit of the Secured Parties in accordance with the terms hereof and thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other Disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent (or any Lender, except with respect to a credit bid pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and the Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, 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 such sale or Disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale or other Disposition. (c) Release of Collateral and Guarantees, Termination of Loan Documents. (i) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent shall take such actions as shall be required to release its security interest in any Collateral subject to any Disposition permitted by the Loan Documents, and to release any Guarantee Obligations under any Loan Document of any person subject to such Disposition, to the extent necessary to permit consummation of such disposition in accordance with the Loan Documents. For the avoidance of doubt, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral permitted to be disposed pursuant to this Agreement and the Guarantee and Collateral Agreements. (ii) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations have been paid in full and all Commitments have terminated or expired, upon request of the Borrower, the Administrative Agent shall take such actions as shall be required to release its security interest in all Collateral, and to release all Guarantee Obligations provided for in any Loan Document. Any such release 110

275 of Guarantee Obligations shall be deemed subject to the provision that such Guarantee Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (d) The Administrative 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 the Collateral, the existence, priority or perfection of the Administrative Agent s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent s authority to release its interest in particular types of items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower or any other Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that, in its sole opinion, complies with such rule s disclosure requirements for entities representing more than one creditor; (b) 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 Obligations that 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 the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent hereunder and under each other Loan Document) allowed in such judicial proceeding; and (c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for 111

276 the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under this Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Administrative Agent, its agents and counsel, and any other amounts due the Administrative Agent under this Agreement out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding Notice of Required Lenders Action. Promptly upon receiving written notice of any action taken under this Agreement or any other Loan Document by the Required Lenders, including, without limitation, (a) any waiver or amendment by the Required Lenders of the provisions of this Agreement or any other Loan Document pursuant to Section hereof or otherwise, or (b) any other direction or instruction provided by the Required Lender to the Administrative Agent pursuant to the terms hereof or any other Loan Document, the Administrative Agent shall provide a copy of such notice to each of the Lenders Amendments, Etc. ARTICLE X [RESERVED] ARTICLE XI MISCELLANEOUS No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that in lieu of approval by the Required Lenders, no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.01 (other than Section 4.01(b)(i)) or, in the case of the initial Borrowing, Section 4.02, without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.01) without the written consent of such Lender; 112

277 (c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to waive any mandatory prepayment pursuant to Section 2.05(b); (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (v) of the proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the interest rate specified in Section 2.08(b) or to waive any obligation of the Borrower to pay interest at the interest rate specified in Section 2.08(b); (e) change (i) Section 8.02 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Loans from the application thereof set forth in the applicable provisions of Section 2.05(b) in any manner that materially and adversely affects the Lenders hereunder without the written consent of the Required Lenders; (f) change (i) any provision of this Section or the definition of Required Lenders or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 11.01(f)), without the written consent of each Lender; (g) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; (h) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.12 (which release, in each case, may be made by the Administrative Agent acting alone); (i) change, modify or waive the terms of Section 8.02(b) of this Agreement without the written consent of each Lender; (j) impose any greater restriction on the ability of any Lender hereunder to assign any of its rights or obligations hereunder without the written consent of the Required Lenders; (k) assign any rights or obligations of any Loan Party hereunder or under any other Loan Document, without written consent of each Lender; and (l) notwithstanding anything to the contrary contained herein, the reallocation of the Commitments pursuant to Section 2.01(b) shall not require the consent or approval of any Lender; 113

278 and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights, duties, benefits, privileges, protections, indemnities or immunities of the Administrative Agent under this Agreement or any other Loan Document;(ii) the PJT Letter Agreement and the Administrative Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (iii) the Second Lien Notes Primed Parties are express third party beneficiaries of Section 11.06(h) and this clause (iii), and such provisions cannot be amended, waived or otherwise modified without the prior written consent of the holders of at least a majority of the outstanding balance of the Second Lien Notes. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. The Borrower may replace any Non-Consenting Lender in accordance with Section 11.13; provided that the applicable amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph) Notices; Effectiveness; Electronic Communications. (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile transmission as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) if to Holdings, the Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and (ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b). 114

279 (b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including and internet or intranet website posting or other distribution) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an address shall be deemed received upon the sender s receipt of an acknowledgement from the intended recipient (such as by the return receipt requested function, as available, return or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an internet or intranet website or other distribution shall be deemed received upon the deemed receipt by the intended recipient at its address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. (c) The Platform. THE PLATFORM IS PROVIDED AS IS AND AS AVAILABLE. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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 ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the Agent Parties ) have any liability to Holdings, the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower s or the Administrative Agent s transmission of Borrower Materials through the internet or intranet website or other distribution, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Holdings, the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). (d) Change of Address, Etc. Each of Holdings, the Borrower and the Administrative Agent may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on 115

280 record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, 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 Side Information or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the Public Side Information portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities Laws. (e) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower except to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of Administrative Agent or the Lenders. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law Expenses; Indemnity; Damage Waiver. (a) Costs and Expenses. The Loan Parties shall joint and severally pay (i) all reasonable, invoiced out-of-pocket expenses incurred by the Administrative Agent (including reasonable and documented fees and expenses of Covington & Burling LLP and local bankruptcy counsel to the Administrative Agent) and the Backstop Party and their respective Affiliates (including reasonable and documented fees and expenses of PJT Partners LP under the PJT Letter Agreement, O Melveny & Myers LLP and Richards Layton & Finger, P.A.), in connection with (A) the syndication of the Loans provided for herein, (B) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan 116

281 Documents and the on-going administration of the Loan Documents (including any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and the Chapter 11 Cases, and (C) the creation, perfection or protection of the liens under the Loan Documents (including all search, filing and recording fees); and (ii) all actual, invoiced, out-of-pocket expenses incurred by the Administrative Agent (including reasonable and documented fees and expenses of Covington & Burling LLP and local bankruptcy counsel to the Administrative Agent) and the Backstop Party and, during the existence of an Event of Default, any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent and professional advisors to the Backstop Party (including PJT Partners LP under the PJT Letter Agreement, O Melveny & Myers LLP, and Richards Layton & Finger, P.A.)) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04, (B) in connection with Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring, refinancing or negotiations in respect of such Loans, and (C) any legal proceedings relating to or arising out of the Loans or the other transactions contemplated by this Agreement and the other Loan Documents, including the Chapter 11 Cases. (b) Indemnification by the Borrower. The Loan Parties shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Arranger and each Related Party of any of the foregoing Persons (each such Person being called an Indemnitee ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, costs and related expenses (including the reasonable fees, charges and disbursements of one counsel for all Indemnitees (and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agents thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Group Member, or any Environmental Liability related in any way to any Group Member, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Group Member or any Group Member s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Parties or (y) is solely amongst Indemnitees and/or their Related Parties and does not involve an act or omission by any Group Member or (z) result from a claim 117

282 brought by any Group Member against an Indemnitee for material breach of such Indemnitee s obligations hereunder or under any other Loan Document, if such Group Member has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. For the avoidance of doubt, this Section shall not apply to Taxes, other than Taxes arising in connection with non-tax claims. (c) Reimbursement by Lenders. To the extent that any Loan Party for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, neither the Borrower nor Holdings shall assert, and each of them hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction. (e) Payments. All amounts due under this Section shall be payable not later than ten (10) days after demand therefor. (f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in 118

283 its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement 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 their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.06(b), (ii) by way of participation in accordance with the provisions of Section 11.06(d), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.06(f), (and any other attempted assignment or transfer by any party hereto shall be null and void) or (iv) to the Borrower solely for the purpose of carrying out the reallocation described in Section 2.01(b), provided that the Borrower shall subsequently assign such assigned or transferred rights or obligations to a Roll-Up Lender (as defined in the Existing DIP Agreement) no later than one (1) Business Day following such assignment or transfer to the Borrower. For purposes of this sub-clause (iv), any interest assigned to the Borrower shall not possess Borrower with any equitable interest or title and Borrower s further assignment or transfer of such interest shall not be a disbursement under 28 U.S.C The Parties shall seek to have the foregoing sentence approved by the Bankruptcy Court in the Final Financing Order. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative 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 all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans at the time owing to it); provided that 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 the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 119

284 (B) in any case not described in subsection (b)(i)(a) of this Section 11.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent, or, if Trade Date is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000, in the case of any assignment in respect of any Loans, unless the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender s rights and obligations under this Agreement with respect to the Loans and the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among Term Loans on a non-pro rata basis; (iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(b) of this Section and, in addition: (A) in the case of assignments of Commitments only, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) a Default or Event of Default has occurred and is continuing or (2) such assignment is to an existing Lender, an Affiliate of an existing Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) 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 in respect of any Commitment or Loans if such assignment is to a Person that is not an existing Loan Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender. (iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (provided that such processing and recordation fee shall be payable only to the Administrative Agent; provided, further that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 120

285 (v) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower s Affiliates or Subsidiaries, except pursuant to Section 11.06(iv). (vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (vii) No Assignment to Certain Persons. No such assignment shall be made to (A) a natural person or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 11.06, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d). 121

286 (c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Administrative Agent s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments 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 and the Lenders may 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, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain information on the Register regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and (as to itself) any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower s Affiliates or Subsidiaries) (each, a Participant ) in all or a portion of such Lender 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) such Lender s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.09 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 enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section that affects such Participant. Subject to subsection (e) of this Section 11.06, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.06(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 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 principal amounts (and stated interest) of each Participant s interest in the Loans or other obligations under the Loan Documents (the Participant Register ); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating 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 such disclosure is necessary to establish that such Commitment, Loan or other Obligation is in registered form 122

287 under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent shall not have any responsibility for maintaining a Participant Register. (e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant (expressly including the ability to receive payments under Section 3.01 and 3.04 independent of the applicable Lender) is made with the Borrower s prior written consent. A Participant that would be a Foreign Lender, if it were a Lender, shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(f) as though it were a Lender. (f) 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 (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that, no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) Electronic Execution of Assignments. The words execution, signed, signature, and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same 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 extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act. (h) [Reserved.] Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates and Approved Funds respective directors, officers, employees, agents, advisors and other representatives, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential pursuant to the terms hereof), (b) to the extent requested by any regulatory authority or any quasi-regulatory authority (such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement and, in connection 123

288 with Section 2.01(b), to any Roll-Up Lender (as defined in the Existing DIP Agreement), (e) in connection with the exercise of any remedies under the Loan Documents or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations, or (iii) any actual or prospective investor in a special purpose funding vehicle, (g) with the consent of the Borrower, (h) to any rating agency when required by it, (i) to an investor or prospective investor in securities issued by an Approved Fund of any Lender that also agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by an Approved Fund of any Lender or to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in securities issued by an Approved Fund of any Lender in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by such Approved Fund, or (j) to the extent such Information (x) is publicly available at the time of disclosure or becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than Holdings, the Borrower or any Subsidiary. In addition, each of the Administrative Agent and the Lenders may disclose the existence of this Agreement and the information about this Agreement to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents. For the purposes of this Section 11.07, Information means all information received from Holdings or the Borrower relating to Holdings, the Borrower or any of its Subsidiaries or its business that is clearly identified at the time of delivery as confidential, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied 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 Person would accord to its own confidential information. The Administrative Agent and each Lender each acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws Right of Setoff. Subject to the Financing Orders, if an Event of Default shall have occurred and be continuing under Section 8.01(a) or Section 8.01(f), each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted 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 any time held, and other obligations (in whatever 124

289 currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Secured Parties, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the foregoing, the provisions of Section 2.15 shall supersede any provisions of this Section to the contrary Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the Maximum Rate ). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender 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 or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective as to each party hereto when executed by such party. Delivery of an executed counterpart of a signature page of this Agreement by , facsimile or similar electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. 125

290 11.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by any of such the Administrative Agent or any Lender on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) a Lender is a Non-Consenting Lender or (iv) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.05(b), Section 2.07, and Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest, fees and premium) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; 126

291 (d) such assignment does not conflict with applicable Laws; and (e) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; provided, that the failure by any Lender to execute and deliver an Assignment and Assumption in connection with any of the foregoing assignments shall not impair the validity of the removal of such Lender and the mandatory assignment of such Lender s Commitment and outstanding Loans and participations pursuant to this Section shall nevertheless be effective without the execution by such Lender of an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply Governing Law; Jurisdiction; Etc. (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE. (b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT OR, IF THE BANKRUPTCY COURT DOES NOT HAVE OR ABSTAINS FROM JURISDICTION, THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW 127

292 OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION Waiver of Defenses; No Advisory or Fiduciary Responsibility. (a) Each of the Loan Parties hereby waives any and all suretyship defenses available to it as a Guarantor arising out of the joint and several nature of its respective duties and obligations hereunder. (b) The Administrative Agent, each Lender and their Affiliates (collectively, and solely for purposes of this paragraph, the Lenders ), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliates 128

293 with respect to the transactions contemplated hereby or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has 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 Party except 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 Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process 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 a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto USA PATRIOT Act Notice. Each Lender hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as applicable, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name, address and taxpayer identification number of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as applicable Other Liens on Collateral; Etc. EACH LENDER HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS EXIST ON THE COLLATERAL PURSUANT TO THE GUARANTEE AND COLLATERAL DOCUMENTS (AS DEFINED IN THE EXISTING DIP AGREEMENT) AND THE SECOND LIEN SECURITY DOCUMENTS, WHICH LIENS ARE SUBORDINATED AND JUNIOR TO THE LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS IN ACCORDANCE WITH THE TERMS OF THE INTERIM FINANCING ORDER OR, AFTER ENTRY THEREOF, THE FINAL FINANCING ORDER Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder, which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: 129

294 (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. [Signature Pages Follow] 130

295 Exhibit 10.6 Execution Version GUARANTEE AND COLLATERAL AGREEMENT made by PAPERWEIGHT DEVELOPMENT CORP., APPVION, INC., and certain of its Subsidiaries in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent Dated as of March 16, 2018

296 TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS Definitions Other Definitional Provisions 6 SECTION 2. GUARANTEE Guarantee Right of Contribution No Subrogation Amendments, etc. with respect to the Borrower Obligations Guarantee Absolute and Unconditional Reinstatement Payments 9 SECTION 3. GRANT OF SECURITY INTEREST 10 SECTION 4. REPRESENTATIONS AND WARRANTIES Representations in Credit Agreement Title; No Other Liens Perfected First Priority Liens Jurisdiction of Organization; Chief Executive Office Inventory and Equipment Farm Products Investment Property Receivables Intellectual Property 13 SECTION 5. COVENANTS Covenants in Credit Agreement 14 i

297 TABLE OF CONTENTS Page 5.2 Delivery of Instruments, Certificated Securities and Chattel Paper Maintenance of Insurance Maintenance of Perfected Security Interest; Further Documentation Changes in Locations, Name, etc Notices Investment Property Receivables Intellectual Property Commercial Tort Claims Cash Management Systems 20 SECTION 6. REMEDIAL PROVISIONS Certain Matters Relating to Receivables Communications with Obligors; Grantors Remain Liable Pledged Stock Proceeds to be Turned Over to Administrative Agent Application of Proceeds Code and Other Remedies Private Sales Deficiency Intellectual Property License 25 SECTION 7. THE ADMINISTRATIVE AGENT Administrative Agent s Appointment as Attorney-in-Fact, etc Duty of Administrative Agent Filing of Financing Statements 28 ii

298 TABLE OF CONTENTS Page 7.4 Authority of Administrative Agent 28 SECTION 8. MISCELLANEOUS Amendments in Writing Notices No Waiver by Course of Conduct; Cumulative Remedies Enforcement Expenses; Indemnification Successors and Assigns Set-Off Counterparts Severability Section Headings Integration GOVERNING LAW Submission To Jurisdiction; Waivers Acknowledgements Additional Grantors Releases WAIVER OF JURY TRIAL Financing Orders 33 iii

299 GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 166, 2018 (as the same may be amended, restated, supplemented and/or otherwise modified from time to time, this Agreement ), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Grantors ), in favor of Wilmington Trust, National Association, as Administrative Agent (in such capacity, the Administrative Agent ) for the banks, financial institutions and other entities (the Lenders ) from time to time parties to the Senior Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of March 16, 2018 (as amended, restated, supplemented and/or otherwise modified from time to time, the Credit Agreement ), among Appvion, Inc., a Delaware corporation (the Borrower ), Paperweight Development Corp., a Wisconsin corporation ( Holdings ), the Administrative Agent and the Lenders. W I T N E S S E T H: WHEREAS, on October 1, 2017 (the Petition Date ), the Borrower and the other Grantors commenced the Chapter 11 Cases by filing voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code, with the Bankruptcy Court. The Debtors continue to operate their business and manage their properties as debtors and debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code; WHEREAS, on October 2, 2017, the Borrower obtained debtor-in-possession financing pursuant to that certain Superpriority Senior Debtor-in-Possession Credit Agreement (the Existing DIP Agreement ), dated as of October 2, 2017, by and among the Borrower, Holdings, the lenders party thereto and Wilmington Trust, National Association, as administrative agent. WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; WHEREAS, the Borrower is a member of an affiliated group of companies that includes each other Grantor; WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part (a) for working capital and general corporate purposes of the Grantors, including, to refinance in full on the Closing Date the NM Term Loan Obligations (as defined in the Existing DIP Agreement) outstanding under the Existing DIP Agreement, (b) to pay fees, costs and expenses incurred in connection with the transactions contemplated by the Credit Agreement and (c) other administration costs incurred in connection with the Chapter 11 Cases; WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Administrative Agent and the other Secured Parties;

300 NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent for the ratable benefit of the Administrative Agent, the Lenders and the other Secured Parties, as follows: SECTION 1. DEFINED TERMS 1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein, including in the recitals hereto, shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Account, Certificated Security, Chattel Paper, Commercial Tort Claim, Contract, Document, Equipment, Farm Products, General Intangible, Instruments, Inventory, Letter-of-Credit Right and Supporting Obligation. (b) The following terms shall have the following meanings: Borrower Credit Agreement Obligations : with respect to the Borrower, the collective reference to the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans) to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or the Lenders that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements). Borrower Obligations : with respect to the Borrower, the collective reference to (i) the Borrower Credit Agreement Obligations and (ii) all other obligations and liabilities of the Loan Parties to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or the Lenders that are required to be paid by the Borrower pursuant to the terms of this Agreement). Canadian Grantors : the grantors under the Guarantee and Collateral Agreement (Canada), dated as of the date hereof (as the same may be amended, restated, supplemented and/or otherwise modified from time to time), by and among Wilmington Trust, National Association, as administrative agent, and the grantors from time to time party thereto. CFC : a controlled foreign corporation within the meaning of Sections 956 and 957 of the Code. 2

301 Collateral : as defined in Section 3. Collateral Account : any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4. Copyrights : (i) all copyrights arising under the Laws of the United States, any other country or any political subdivisions thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 6), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office or any other similar authority throughout the world, (ii) all rights corresponding thereto throughout the world and (iii) the right to obtain all extensions and renewals thereof. Copyright Licenses : any written or oral agreement naming any Grantor as licensor or licensee (including, without limitation, those listed in Schedule 6), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright. Credit Agreement Collateral : all Collateral under, and as defined in, the Credit Agreement. Deposit Account : as defined in the New York UCC and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution. The Deposit Accounts of the Grantors as of the Closing Date are listed on Schedule 8. Excluded Stock : means all interests of the Borrower or any Grantor in (i) Rose Holdings Limited, (ii) Appvion de Mexico SA de CV, (iii) any Immaterial Subsidiary and (iv) any CFC in excess of 66% of the outstanding voting stock of such CFC, in the case of this clause (iv) to the extent a pledge of the interests of such CFC would result in a material adverse tax or accounting consequence to the Borrower. Governmental Authority : the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. Guarantor Obligations : with respect to any Guarantor, the collective reference to (i) the Borrower Credit Agreement Obligations and (ii) all other obligations and liabilities of such Guarantor to the Administrative Agent or any Lender which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document). 3

302 Guarantors : the collective reference to each Grantor other than the Borrower. It is understood and agreed that in no event shall any Immaterial Subsidiary be deemed to be a Guarantor. Intellectual Property : the collective reference to all rights, priorities and privileges relating to intellectual property or similar proprietary rights, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, Trade Secrets and Trade Secret Licenses and all rights thereto throughout the world including, without limitation, all claims, causes of action, defenses arising out of or related to any of the foregoing and the right to sue at law or in equity for any past, present and future infringement, misappropriation, misuse, dilution or other impairment thereof, including the right to receive all proceeds and damages from all of the foregoing. Intercompany Note : any promissory note evidencing loans made by any Grantor to Holdings or any of its Subsidiaries. Investment Property : the collective reference to (i) all investment property as such term is defined in Section 9-102(a)49 of the New York UCC and (ii) whether or not constituting investment property as so defined in the preceding clause (i), all Pledged Notes and all Pledged Stock; provided that in no event shall Investment Property include any Excluded Stock. Issuers : the collective reference to each issuer of any Investment Property. New York UCC : the Uniform Commercial Code as from time to time in effect in the State of New York. Obligations : in the case of any Grantor, such Person s (i) Borrower Obligations and/or (ii) Guarantor Obligations. Patent License : all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 6. Patents : (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, including, without limitation, any of the foregoing referred to in Schedule 6, (ii) all applications for letters patent of the United States or any other country and all reissues, extensions, renewals, reexaminations, divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6, (iii) all invention disclosures, utility models or similar industrial property rights and (iv) all rights corresponding thereto, including rights to obtain any reissues or extensions of the foregoing. Permitted Unperfected Account : with respect to any Grantor, any Deposit Account of such Grantor that is used solely as (i) a payroll account, (ii) an employee benefit account, (iii) an operating expenses disbursement account that is zero-balanced on a daily basis, (iv) a sub-concentration account that is zero-balanced on a daily basis, (v) a fiduciary, escrow or trust account or (vi) a tax account, including with respect to sales taxes; or (c) as to which the Required Lenders otherwise agree that no control agreement need be obtained. The Permitted Unperfected Accounts of the Grantors as of the Closing Date are so indicated on Schedule 8. 4

303 Pledged Notes : all promissory notes listed on Schedule 2, all Intercompany Notes at any time issued to any Grantor in excess of $1,000,000 (or Intercompany Notes which, in the aggregate, are in excess of $1,000,000) and all other promissory notes issued to or held by any Grantor in excess of $1,000,000 in the aggregate (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business). Pledged Stock : the shares of Capital Stock listed on Schedule 2, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that such term shall not, in any case, include any Excluded Stock. Proceeds : all proceeds as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto. Receivable : any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account). Requirement of Law : as to any Person, the certificate or articles of incorporation and by laws or other organizational or governing documents of such Person, and any Law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. Securities Account : as defined in the New York UCC. The Securities Accounts of the Grantors as of the Closing Date are listed on Schedule 8. Securities Act : the Securities Act of 1933, as amended. Trade Secret Licenses : means any and all written or oral agreements granting any right in or to Trade Secrets (whether a Grantor is licensee or licensor thereunder). Trade Secrets : means all trade secrets, as recognized under applicable local Law, whether or not reduced to a writing or other tangible form, now or hereafter in force, owned or used in, or contemplated at any time for use in, the business of any Grantor, including with respect to any and all of the foregoing: (i) all documents and things embodying, incorporating, or referring in any way thereto, (ii) all rights to sue for past, present and future infringement thereof, (iii) all claims, damages, and proceeds of suit arising therefrom, and (iv) all payments and royalties and rights to payments and royalties arising out of the sale, lease, license, assignment, or other dispositions thereof. 5

304 Trademark License : any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 6. Trademarks : (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof, any other country or any political subdivision thereof or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6, and (ii) the right to obtain all extensions and renewals thereof. Notwithstanding the foregoing, the Trademarks shall not include any intent-to-use applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. Section 1051, unless and until an Amendment to Allege Use or a Statement of Use under Section 1(c) or Section 1(d) of the Lanham Act has been filed, to the extent that any assignment of an intent-to-use application prior to such filing would violate the Lanham Act or cause the trademark that is the subject thereof to be invalidated or abandoned. 1.2 Other Definitional Provisions. (a) The words hereof, herein, hereto and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified. (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor s Collateral or the relevant part thereof. SECTION 2. GUARANTEE 2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations. (b) Reserved. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent, any Lender or any other Secured Party hereunder. 6

305 (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash (other than contingent or indemnification obligations for which no claim has been made) and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Obligations; provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent, any Lender or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to release the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full in cash (other than contingent or indemnification obligations for which no claim has been made) and the Commitments are terminated; provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section Notwithstanding the foregoing, in no event shall the Guarantors be liable for payment of any amount in excess of the then outstanding Borrower Obligations and, without duplication, Guarantor Obligations. 2.2 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent, the Lenders and any of the other Secured Parties, and each Guarantor shall remain liable to the Secured Parties for the full amount guaranteed by such Guarantor hereunder. 2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent, any Lender or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, any Lender or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent, the Lenders and each other Secured Party by the Borrower on account of the Borrower Obligations are paid in full in cash (other than contingent or indemnification obligations for which no claim 7

306 has been made) and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash, such amount shall be held by such Guarantor in trust for the Administrative Agent, the Lenders and each other Secured Party, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. 2.4 Amendments, etc. with respect to the Borrower Obligations. To the maximum extent permitted by applicable Law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent, any Lender or any other Secured Party may be rescinded by such Secured Party and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, any Lender or any other Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the respective Secured Parties party thereto may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent, any Lender or any other Secured Party for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto. 2.5 Guarantee Absolute and Unconditional. Each Guarantor waives, to the maximum extent permitted by applicable Law, each any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any Lender or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and among the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees, to the maximum extent permitted by applicable Law, that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without 8

307 regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any Lender or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against the Administrative Agent, any Lender or any other Secured Party, or (c) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent, any Lender and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any Lender or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any Lender or any other Secured Party against any Guarantor. For the purposes hereof demand shall include, but not be limited to the commencement and continuance of any legal proceedings. 2.6 Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the appropriate funding office as set forth in the Credit Agreement. 9

308 SECTION 3. GRANT OF SECURITY INTEREST Subject to the Interim Financing Order (and when applicable, the Final Financing Order), each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the Collateral ), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor s Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Contracts; (d) all Deposit Accounts; (e) all Documents; (f) all Equipment; (g) all General Intangibles; (h) all Instruments; (i) all Intellectual Property; (j) all Inventory; (k) all Investment Property; (l) all Letter-of-Credit Rights; (m) all books and records pertaining to the Collateral; (n) those certain Commercial Tort Claims of the Obligors set forth on Schedule 7 attached hereto; (o) upon the entry of the Final Financing Order, Avoidance Proceeds; and (p) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the Excluded Property ): (i) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, except to the extent that such Requirement of Law providing for such prohibition is ineffective under applicable Law; (ii) any Permitted Unperfected Account; and (iii) any Excluded Stock; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or 10

309 replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained herein. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ALL TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS AND WARRANTIES MADE HEREIN, THE LIENS AND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT, THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT, AND LENDERS HEREUNDER, ALL OTHER RIGHTS AND BENEFITS AFFORDED HEREUNDER TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND ALL OBLIGATIONS OF THE BORROWER AND OTHER GRANTORS HEREUNDER) ARE SUBJECT IN ALL RESPECTS TO THE TERMS, CONDITIONS AND PROVISIONS OF THE PREPETITION INTERCREDITOR AGREEMENT (AS SUPPLEMENTED BY THE PREPETITION INTERCREDITOR AGREEMENT JOINDER). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE PREPETITION INTERCREDITOR AGREEMENT (AS SUPPLEMENTED BY THE PREPETITION INTERCREDITOR AGREEMENT JOINDER) AND THE TERMS OF THIS AGREEMENT, THE TERMS OF THE PREPETITION INTERCREDITOR AGREEMENT (AS SUPPLEMENTED BY THE PREPETITION INTERCREDITOR AGREEMENT JOINDER) SHALL GOVERN AND CONTROL. SECTION 4. REPRESENTATIONS AND WARRANTIES To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Lender that: 4.1 Representations in Credit Agreement. In the case of each Guarantor, the representations and warranties set forth in Article V of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct, in all material respects (other than any representation or warranty that is qualified by materiality or makes reference to Material Adverse Effect, which such representations and warranties shall be true and correct in all respects), and the Administrative Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation and warranty to the Borrower s knowledge shall, for the purposes of this Section 4.1, be deemed to be a reference to such Guarantor s knowledge. 4.2 Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns its Collateral in all material respects free 11

310 and clear of any and all Liens or claims of others. For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a Lien or a claim on such Intellectual Property. Each of the Administrative Agent, each Lender and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, Lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto. 4.3 Perfected First Priority Liens. Subject to the entry of the Interim Financing Order (or the Final Financing Order, when applicable), the security interests granted pursuant to this Agreement will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the ordinary course of business, and other than purchasers under transactions permitted under the Credit Agreement, and (b) have the priority set forth in Section 2.17 of the Credit Agreement. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, but nonetheless subject to the terms of the Prepetition Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by the Administrative Agent (at the direction of the Required Lenders) to obtain control of same, the respective Grantor shall have a reasonable period of time to comply with such request and such control shall not be required if the respective Grantor is unable to obtain any required consents for such control after using commercially reasonable efforts to obtain same, and unless and until control of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.3 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereof. 4.4 Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule Inventory and Equipment. On the date hereof, all of the Grantors Inventory and Equipment is kept at the locations listed on Schedule 5, except with respect to (i) Inventory and Equipment in transit to or from a location listed on Schedule 5, (ii) locations inside the United States and Canada where the value of such Inventory (other than consigned Inventory, which is the subject of clause (iii) below) and Equipment does not exceed in the aggregate for the Grantors and all other Guarantors (including the Canadian Grantors) combined (x) $250,000 at any one such location, and (y) $1,000,000 at all such locations, (iii) locations inside the United States and Canada where the value of Inventory on consignment for the Grantors and all other Guarantors (including the Canadian 12

311 Grantors) combined does not exceed (x) $300,000 at any one such location and (y) $2,000,000 at all such locations, and (iv) locations in a jurisdiction outside the United States and Canada (or any constituent jurisdiction thereof), provided that the value of all such Inventory and Equipment located in such jurisdictions does not exceed $8,500, Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products. 4.7 Investment Property. (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor, except for Excluded Stock. (b) On the date hereof, all the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes issued by a Loan Party constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens in favor of, or claims of, any other Person, except the security interest created by this Agreement and otherwise would not violate the applicable requirements of the Credit Agreement. 4.8 Receivables. (a) Except to the extent that such amounts so payable to Grantors and the other Guarantors (including the Canadian Grantors) combined do not exceed $50,000 in aggregate, no amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper that has not been delivered to the Administrative Agent. (b) As of the date hereof, not more than ten percent (10%) of the Receivables have a Governmental Authority as an obligor. 4.9 Intellectual Property. (a) Schedule 6 lists all registered and applied for Patents, Trademarks and Copyrights in the United States that are owned by such Grantor in its own name on the date hereof. To each Grantor s knowledge, as of the date hereof, all Intellectual Property owned by such Grantor and set forth on Schedule 6 is valid, in full force and effect, subsisting, unexpired and enforceable, and has not been abandoned. To each Grantor s knowledge, the business of such Grantor and the use of any Intellectual Property in connection therewith, does not infringe, misappropriate, dilute 13

312 or violate the intellectual property rights of any third Person. There are no pending or, to such Grantor s knowledge, threatened claims of infringement, misappropriation, dilution or violation by Grantor of any third Person s intellectual property rights, and none of the Grantors is aware of any facts or circumstances that such Grantor reasonably believes are likely to form the basis for any such claim, and such Grantor has not received written notice of any such claim (b) Except as set forth in Schedule 6, on the date hereof none of the material Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor. SECTION 5. COVENANTS. Each Grantor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations shall have been paid in full in cash (other than contingent or indemnification obligations for which no claim has been made) and the Commitments shall have terminated: 5.1 Covenants in Credit Agreement. In the case of each Guarantor, to the extent applicable, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries. 5.2 Delivery of Instruments, Certificated Securities and Chattel Paper. Except to the extent that such amounts so payable to Grantors and the other Guarantors (including the Canadian Grantors) combined do not exceed $250,000 in aggregate, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement. 5.3 Maintenance of Insurance. (a) Such Grantor will maintain, with financially sound and reputable companies, insurance policies, in accordance with the terms of the Credit Agreement, (i) insuring the Inventory and Equipment against loss by fire, explosion, theft and such other casualties in accordance with the terms of the Credit Agreement and (ii) insuring such Grantor against liability for personal injury and property damage relating to such Inventory and Equipment. (b) All such insurance shall (i) provide for not less than 30 days prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance (to the extent such provision is obtainable using commercially reasonably efforts) and (ii) name the Administrative Agent as an additional insured and/or loss payee, as applicable. 14

313 (c) The Borrower shall deliver to the Administrative Agent, substantially concurrently with the annual renewal of each insurance policy covered by the certificates of insurance delivered pursuant to Section 6.15(b) of the Credit Agreement, updated insurance certificates with respect to each such insurance policy and, in addition, such supplemental information with respect to each such insurance policy as the Administrative Agent may from time to time reasonably request. 5.4 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor (i) shall maintain the security interest created by this Agreement as a perfected security interest (but only to the extent that such security interest can be perfected by the filing of a financing statement under the Uniform Commercial Code (or other similar Laws) or obtaining control (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts (other than Permitted Unperfected Accounts) or Investment Property) having at least the priority described in Section 4.3 and (ii) shall defend such security interest against the claims and demands of all Persons whomsoever (other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the reasonable written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and shall record or cause to be recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar Laws) in effect in any jurisdiction with respect to the security interests created hereby (ii) in the case of Investment Property, Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Letter-of-Credit Rights (but, in the case of such Letter-of-Credit Rights, only after written request from the Administrative Agent (at the direction of the Required Lenders) and subject to the last sentence of Section 4.3) and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain control (within the meaning of the applicable Uniform Commercial Code) with respect thereto and (iii) in the case of Intellectual Property, filings to the United States Patent and Trademark Office, the United States Copyright Office or other similar authority. (d) By virtue of the execution and delivery by the Grantors of this Agreement and the entry of the Interim Financing Order (or the Final Financing Order, when applicable), the Administrative Agent will obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in the Collateral under the Bankruptcy Code, subject only to the Liens permitted under the Loan Documents, as security for the payment and performance of the Obligations. 15

314 5.5 Changes in Locations, Name, etc. Such Grantor will not, except upon 15 days prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements and other documents necessary to maintain the validity, perfection and priority of the security interests provided for herein: (i) change its jurisdiction of organization from that referred to in Section 4.4; or (ii) change its name. 5.6 Notices. Such Grantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of the occurrence of any event which could reasonably be expected to have a material adverse effect on the aggregate value of the Credit Agreement Collateral or on the security interests created hereby. 5.7 Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent, the Lenders and the other Secured Parties, hold the same in trust for such Persons and deliver the same forthwith to the Administrative Agent in the exact form received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. If an Event of Default has occurred and is continuing (to the extent in accordance with the Interim Financing Order (and the Final Financing Order, when applicable), any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of, or as a distribution of capital by, any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any property (if an Event of Default has occurred and is continuing) or any Investment Property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor (when otherwise required to be paid or delivered over to the Administrative Agent as set forth above), such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, the Lenders and the other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. 16

315 (b) Without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), such Grantor will not (i) if an Event of Default has occurred and is continuing, vote to enable, or take any other action to permit, any Issuer to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or otherwise permitted in the Credit Agreement or (iv) enter into any agreement or undertaking, other than as permitted under the Credit Agreement or Financing Orders, restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) the terms of Section 6.3(c) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3 (c) with respect to the Investment Property issued by it. 5.8 Receivables. (a) Other than in the ordinary course of business, such Grantor will not, with respect to any material portion of the Receivables, (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could materially adversely affect the value thereof. (b) Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that challenges the validity or enforceability of more than five percent (5%) of the aggregate amount of the then outstanding Receivables. (c) If, as of any fiscal quarter end occurring after the Closing Date, the Grantors determine that more than ten percent (10%) of Receivables (in the aggregate for all Grantors) have a Governmental Authority as an obligor, then the Grantors shall so notify the Administrative Agent (such notice to be given substantially concurrently with the delivery of the quarterly financial statements required pursuant to Section 6.01(b) of the Credit Agreement) and shall promptly take such steps as may be necessary to comply with any applicable federal assignment of claims Laws and other comparable Laws. 17

316 5.9 Intellectual Property. (a) Except as would not have a material adverse effect on the aggregate value of the Credit Agreement Collateral, such Grantor will (i) continue to use each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any new mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Administrative Agent, the Lenders and the other Secured Parties, shall obtain a perfected security interest in such new mark pursuant to this Agreement, and (v) not do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way. (b) Except as would not have a material adverse effect on the aggregate value of the Credit Agreement Collateral, such Grantor will not do any act, or omit to do any act, whereby any Patent may become forfeited, abandoned or dedicated to the public. (c) Except as would not have a material adverse effect on the aggregate value of the Credit Agreement Collateral, such Grantor will not do any act or knowingly omit to do any act whereby any Copyright may become invalidated or otherwise impaired. Such Grantor will not do any act whereby any Copyright may fall into the public domain, to the extent such Copyright is material to the aggregate value of the Credit Agreement Collateral. (d) Except as would not have a material adverse effect on the aggregate value of the Credit Agreement Collateral, such Grantor will not do any act that knowingly uses any Intellectual Property to infringe the intellectual property rights of any other Person. (e) Such Grantor will promptly notify the Administrative Agent and the Lenders if it knows, or has reason to know, that any application or registration relating to any Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any cancellation or invalidation proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country, but specifically excluding any official actions or search reports issued by any intellectual property office around the world during the normal course of prosecution of any applications for Intellectual Property) regarding such Grantor s ownership of, or the validity of, any Intellectual Property or such Grantor s right to register the same or to own and maintain the same, in each case to the extent such Intellectual Property is material to the aggregate value of the Credit Agreement Collateral. (f) Whenever such Grantor, either by itself or through the Administrative Agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent in accordance with Section 6.02(a)(iii)(y) of the Credit Agreement. Upon reasonable request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the Administrative Agent s security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby. 18

317 (g) Except as otherwise determined in the exercise of such Grantor s reasonable business judgment, Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, in each case to the extent such Intellectual Property is material to the aggregate value of the Credit Agreement Collateral. (h) In the event that any Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) notify the Administrative Agent after it learns thereof, in each case to the extent such Intellectual Property is material to the aggregate value of the Credit Agreement Collateral. (i) Upon the occurrence and during the continuance of an Event of Default (to the extent in accordance with the Interim Financing Order (and when applicable, the Final Financing Order)), each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License, Trade Secret License or Trademark License to effect the assignment or sublicense of all of such Grantor s right, title and interest thereunder to the Administrative Agent or its designee for the benefit of the Secured Parties in accordance with this Agreement or the Credit Agreement. (j) For the avoidance of doubt, no Grantor shall be required to take any steps to perfect the Administrative Agent s security interest in any Intellectual Property in any jurisdiction outside of the United States or Canada unless and until the Administrative Agent (at the direction of the Required Lenders) shall have requested such Grantor to do so in writing Commercial Tort Claims. Each Grantor shall (i) forward to the Administrative Agent written notification (such notice to be given substantially concurrently with the delivery of the quarterly financial statements required pursuant to Section 6.01(b) of the Credit Agreement) of any and all Commercial Tort Claims where the expected recovery could reasonably be expected to be in an amount in excess of $200,000, including, but not limited to, any and all actions, suits and proceedings before any court or Governmental Authority by or affecting such Grantor or any of its Subsidiaries and (ii) execute and deliver to the Administrative Agent such statements, documents and notices and do and cause to be done all such things as may be required by Law, including all things which may from time to time be necessary under the UCC to fully create, preserve, perfect and protect the priority of the Administrative Agent s security interest in any such Commercial Tort Claims. 19

318 5.11 Cash Management Systems. (a) On or prior to the Closing Date, the Borrower shall have established and shall thereafter maintain in existence one or more lockboxes (each a Lockbox ) with such Lenders as shall be reasonably acceptable to the Required Lenders (each a Depositary Account Bank ) and shall instruct all account debtors on the Borrower s Accounts to remit all payments to a Lockbox. All payments remitted by account debtors of the Borrower to any Lockbox, all other amounts received by the Borrower from any account debtor and all other cash received by the Borrower from any other source shall in each case upon receipt thereof be deposited into a Deposit Account. (b) Each Deposit Account or Securities Account of the Borrower or any other Grantor that is not a Permitted Unperfected Account (each such Deposit Account, a Controlled Deposit Account, and each such Securities Account, a Controlled Securities Account, Controlled Securities Accounts together with Controlled Deposit Accounts may sometimes be referred to herein individually as a Controlled Account and, collectively, as Controlled Accounts ), shall be maintained with a Depositary Account Bank. (c) Within the time period prescribed under Section 6.15 of the Credit Agreement, the Borrower and each other Grantor shall have entered into a deposit account control agreement or securities account control agreement in form and substance satisfactory to the Administrative Agent and the Required Lenders with respect to each Controlled Account with the respective Depositary Account Bank and in favor of the Administrative Agent (each an Account Control Agreement ), which, in the case of Account Control Agreements with respect to Controlled Deposit Accounts, shall provide that, among other things, upon the occurrence and during the continuance of an Event of Default and to the extent permitted by and in accordance with the Interim Financing Order (and the Final Financing Order, when applicable), at the instruction of the Administrative Agent, all available amounts held in each Controlled Deposit Account maintained at such Depositary Account Bank shall be wired on each Business Day into an account (the Administrative Agent Account ) maintained by the Administrative Agent; provided, that the Administrative Agent hereby agrees that it will not give any instructions under any Account Control Agreement unless and until an Event of Default shall have occurred and be continuing. (d) The closing of any Lockbox or Controlled Account and the termination of any Account Control Agreement, except in connection with a release of Liens under Section 8.15 hereof or Section 9.12 of the Credit Agreement, shall require in each case the prior written consent of the Administrative Agent (at the direction of the Required Lenders). SECTION 6. REMEDIAL PROVISIONS 6.1 Certain Matters Relating to Receivables. (a) If an Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall have the right to make test verifications of the Receivables in any reasonable manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications and (y) upon the Administrative Agent s reasonable request (at the direction of the Required Lenders) and at the sole expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent and the Required Lenders to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. 20

319 (b) Subject to the Financing Orders, the Administrative Agent hereby authorizes each Grantor to collect such Grantor s Receivables and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor. (c) Subject to the Financing Orders, if an Event of Default shall have occurred and be continuing, at the Administrative Agent s reasonable request, (i) each Grantor shall deliver to the Administrative Agent all original (to the extent such Grantor has original copies) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original (to the extent such Grantor has original copies) orders, invoices and shipping receipts and (ii) at the reasonable request of the Administrative Agent the applicable Grantor shall use its commercially reasonable efforts to take such steps as may be necessary to comply with any applicable federal assignment of claims Laws and other comparable Laws. Notwithstanding anything to the contrary in this Agreement, no Grantor will be required to disclose any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information with respect to any account debtors related to any Receivables, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product. 6.2 Communications with Obligors; Grantors Remain Liable. (a) The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables and parties to the Contracts to verify with them to the Administrative Agent s satisfaction the existence, amount and terms of any Receivables or Contracts. (b) Upon the request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables and parties to the Contracts that the Receivables and the Contracts have been assigned to the Administrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent. 21

320 (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. The Administrative Agent and Lenders shall not have any obligation or liability under any Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Administrative Agent, any Lender or any other Secured Party of any payment relating thereto, nor shall the Administrative Agent, any Lender or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent s intent to exercise its corresponding rights pursuant to Section 6.3(b), (and to the extent not prohibited by and in accordance with the Interim Financing Order (and the Final Financing Order, when applicable), each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would materially impair the Collateral in a manner not expressly permitted by the Credit Agreement, this Agreement or any other Loan Document or which would be inconsistent with or result in any violation of any provision of the Interim Financing Order (and the Final Financing Order, when applicable), Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor (and to the extent in accordance with the Interim Financing Order (and the Final Financing Order, when applicable), (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in the order set forth in Section 6.5, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter, during the continuance of such Event of Default, exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated 22

321 agency upon such terms and conditions as the Administrative Agent may determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Administrative Agent (as determined by a court of competent jurisdiction in a final, non-appealable judgment)) except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent. 6.4 Proceeds to be Turned Over to Administrative Agent. Subject to the terms of the Financing Orders, in addition to the rights of the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, upon receipt by such Grantor of notice from the Administrative Agent, all Proceeds received by any Grantor consisting of cash, checks and other similar near-cash items shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, and shall, upon the request of the Administrative Agent (at the direction of the Required Lenders), be turned over to the Administrative Agent forthwith upon receipt by such Grantor in the exact form received by such Grantor (duly endorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Lenders and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section Application of Proceeds. Subject to the terms of the Financing Orders, if an Event of Default shall have occurred and be continuing (but the Obligations shall not have been accelerated pursuant to Section 8.01 of the Credit Agreement, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the order set forth in Section 8.02(b) of the Credit Agreement. 6.6 Code and Other Remedies. If an Event of Default shall occur and be continuing and to the extent in accordance with the Interim Financing Order (and the Final Financing Order, when applicable, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies 23

322 granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC, the Bankruptcy Code or any other applicable Law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, have assigned to it, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, sublicense, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner. Upon written demand from the Administrative Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Administrative Agent an absolute assignment of all of such Grantor s right, title and interest in and to the Intellectual Property and shall execute and deliver to the Administrative Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released to the extent permitted by Law. Each Grantor further agrees, at the Administrative Agent s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent, the Lenders and the other Secured Parties hereunder, including, without limitation, reasonable attorneys fees and disbursements, to the payment in whole or in part of the Obligations, in the order set forth in Section 6.5 hereof, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of Law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by the Bankruptcy Code or other applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent, any Lender or any other Secured Party arising out of the exercise by them of any rights hereunder, except for gross negligence or willful misconduct on the part of any such Person. If any notice of a proposed sale or other disposition of Collateral shall be required by Law, such notice shall be deemed reasonable and proper if given at least 20 days before such sale or other disposition. 24

323 6.7 Private Sales. (a) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities Laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities Laws, even if such Issuer would agree to do so. (b) Subject to the Financing Orders, each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent, the Lenders and each of the other Secured Parties, that the Administrative Agent, the Lenders and each of the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives, to the extent permitted by applicable Law, and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. 6.8 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the reasonable fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency. 6.9 Intellectual Property License. The Grantors hereby grant the Administrative Agent a non-exclusive, transferable, sublicensable, worldwide license and right, effective solely during an Event of Default, to the maximum extent permitted by applicable Law and to the extent of the Grantors interest therein, exercisable without payment of royalty or other compensation, under and to any and all of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Grantors to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute, lease, license and otherwise exploit and dispose of any asset included in the Collateral to the extent the Administrative Agent takes possession of such in accordance with the terms and conditions of this Agreement and the Credit Agreement and the Interim Financing Order (and when applicable, the Final Financing Order). For the avoidance of doubt, in the event that any such Event of Default is cured in accordance with the terms and conditions of this Agreement and the Credit Agreement, the foregoing license shall automatically be suspended. 25

324 SECTION 7. THE ADMINISTRATIVE AGENT 7.1 Administrative Agent s Appointment as Attorney-in-Fact, etc. (a) Subject to the Financing Orders, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: (i) in the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; (iv) execute, in connection with any sale provided for in Section 6.6, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or 26

325 proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; and (7) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent s option and such Grantor s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent s security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 7.1 to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1 unless an Event of Default shall have occurred and be continuing and only to the extent permitted by and in accordance with the Interim Financing Order (and the Final Financing Order, when applicable). (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon (which shall accrue only from the time upon which written demand therefor is made by the Administrative Agent) at a rate per annum equal to the rate per annum at which interest would then be payable on Term Loans that are Base Rate Loans (which rate shall increase to the rate applicable to such Loans that are past due for periods after the date that is 10 days after written demand for payment has been made upon the Borrower by the Administrative Agent) under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 7.2 Duty of Administrative Agent. The Administrative Agent s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section of the New York UCC, the Bankruptcy Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. None of the Administrative Agent, any Lender, any other Secured Party or any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent s, the Lenders and each other Secured Party s interests in the Collateral and shall not 27

326 impose any duty upon any of such Persons to exercise any such powers. The Administrative Agent, the Lenders and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 7.3 Filing of Financing Statements. Pursuant to any applicable Law, each Grantor authorizes the Administrative Agent (or its designees) to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent determines appropriate to perfect or maintain the perfection of the security interests of the Administrative Agent under this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description all personal property or such similar language in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent (or its designees) of any financing statement with respect to the Collateral made prior to the date hereof. 7.4 Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. SECTION 8. MISCELLANEOUS 8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section of the Credit Agreement. 8.2 Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1. 28

327 8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent, any Lender or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by Law. 8.4 Enforcement Expenses; Indemnification. (a) To the same extent that the Loan Parties are required under such circumstances to do so pursuant to Section 11.04(a) of the Credit Agreement, each Guarantor jointly and severally agrees to pay or reimburse each of the Secured Parties for all reasonable invoiced, out-of-pocket costs and expenses (including the reasonable and documented fees, charges and expenses of PJT Partners LP under the PJT Letter Agreement, O Melveny & Myers LLP, Richards Layton & Finger, P.A., Covington & Burling LLP and Pepper Hamilton LLP) incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party. (b) Each Grantor jointly and severally agrees to pay, and to hold each of the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) To the same extent that the Loan Parties are required to do so under such circumstances pursuant to Section 11.04(b) of the Credit Agreement and subject to the Financing Orders, each Guarantor jointly and severally agrees to pay, and to hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and each of the other Loan Documents. (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. 8.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent, the Lenders and each of the other Secured Parties, and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent. 29

328 8.6 Set-Off. Subject to the terms of the Financing Orders, each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time after the Loans and other amounts payable under the Credit Agreement shall have become due and payable pursuant to Article VIII of the Credit Agreement, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Grantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent, any Lender or any other Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by the Administrative Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have. 8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 8.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 30

329 8.10 Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent, the Lenders and each of the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, any Lender or any other Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the Bankruptcy Court or, if the Bankruptcy Court does not have (or abstains from) jurisdiction, courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by Law or shall limit the right to sue in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by Law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages Acknowledgements. Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party; 31

330 (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent, Lenders and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Grantors and the Lenders Additional Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 6.09 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto Releases. (a) At such time as the Loans and the other Obligations shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination and to authorize the filing by Grantors of any necessary UCC terminations or other terminations or releases. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the security interests in such Collateral shall be automatically released without further action by any party and the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. For the avoidance of doubt, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower s expense) to evidence the release of any Liens created by any Loan Document. At the request and sole expense of the Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. 32

331 8.16 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN Financing Orders. Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Administrative Agent pursuant to this Agreement and the exercise of any right or remedy by the Administrative Agent hereunder, in each case, with respect to the Collateral are subject to the limitations and provisions of the Financing Orders. In the event of any conflict between the terms of the Financing Orders and the terms of this Agreement, the terms of the Financing Orders shall govern and control. [Signature Pages Follow] 33

332 IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written. PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation By: Name: Title: APPVION, INC., a Delaware corporation By: Name: Title: APPVION RECEIVABLES FUNDING I LLC a Delaware limited liability company By: Name: Title:

333 Accepted and agreed to as of the date first above written. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title:

334 Annex I to Guarantee and Collateral Agreement ASSUMPTION AGREEMENT, dated as of, 20, made by, a [corporation] (the Additional Grantor ), in favor of Wilmington Trust, National Association, as administrative agent (in such capacity, the Administrative Agent ) for the banks and other financial institutions (the Lenders ) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. W I T N E S S E T H: WHEREAS, APPVION, INC., a Delaware corporation (the Borrower ), PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation ( Holdings ), the Lenders and the Administrative Agent have entered into a Senior Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of March 16, 2018, by and among Borrower, Holdings, the Administrative Agent and the Lenders (as amended, restated, supplemented and/or otherwise modified from time to time, the Credit Agreement ); WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of March 16, 2018 (as amended, restated, supplemented and/or otherwise modified from time to time, the Guarantee and Collateral Agreement ) in favor of the Administrative Agent for the benefit of the Lenders; and WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement. NOW, THEREFORE, IT IS AGREED: 1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules [*] to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

335 2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE. * Refer to each Schedule which needs to be supplemented. [Signature Page Follows]

336 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. [ADDITIONAL GRANTOR] By: Name: Title:

337 Exhibit 10.7 Execution Version GUARANTEE AND COLLATERAL AGREEMENT (CANADA) made by APPVION CANADA, LTD., in favour of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent Dated as of March 16, 2018

338 TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS Definitions Other Definitional Provisions 6 SECTION 2. GUARANTEE Guarantee Right of Contribution No Subrogation Amendments, etc Guarantee Absolute and Unconditional Reinstatement Payments 9 SECTION 3. GRANT OF SECURITY INTEREST Grant of Security Interest in Collateral Exception to Last Day Attachment 11 SECTION 4. REPRESENTATIONS AND WARRANTIES Representations in Credit Agreement Title; No Other Liens Perfected First Priority Liens Jurisdiction of Organization; Chief Executive Office Inventory and Equipment [Reserved.] Investment Property Receivables Intellectual Property 13 SECTION 5. COVENANTS Covenants in Credit Agreement Delivery of Instruments, Certificated Securities and Chattel Paper Maintenance of Insurance Maintenance of Perfected Security Interest; Further Documentation Changes in Locations, Name, etc Notices Investment Property Receivables Intellectual Property [Reserved] Cash Management Systems 19 SECTION 6. REMEDIAL PROVISIONS Certain Matters Relating to Receivables Communications with Obligors; Grantors Remain Liable 20 i

339 TABLE OF CONTENTS (continued) Page 6.3 Pledged Stock Proceeds to be Turned Over to Administrative Agent Application of Proceeds Other Remedies Private Sales Deficiency Intellectual Property License 25 SECTION 7. THE ADMINISTRATIVE AGENT Administrative Agent s Appointment as Attorney-in-Fact, etc Duty of Administrative Agent Filing of Financing Statements Authority of Administrative Agent 27 SECTION 8. MISCELLANEOUS Amendments in Writing Notices No Waiver by Course of Conduct; Cumulative Remedies Enforcement Expenses; Indemnification Successors and Assigns Set-Off Counterparts Severability Section Headings Integration GOVERNING LAW Submission To Jurisdiction; Waivers Acknowledgements Additional Grantors Releases WAIVER OF JURY TRIAL Amalgamation Judgment Currency Interest Act (Canada) 33 ANNEX 1 Form of Assumption Agreement Schedule 1 Notice Schedule 2 Pledged Collateral Schedule 3 Perfected Liens Schedule 4 Jurisdiction of Organization Schedule 5 Inventory and Equipment Schedule 6 Intellectual Property Schedule 7 Accounts ii

340 GUARANTEE AND COLLATERAL AGREEMENT (CANADA), dated as of March 16, 2018 (as the same may be amended, restated, supplemented and/or otherwise modified from time to time, this Agreement ), made by Appvion Canada, Ltd., a corporation formed under the laws of Canada ( Appvion Canada ; together with any other entity that may become a party hereto as provided herein, the Grantors ), in favour of Wilmington Trust, National Association, as administrative agent (in such capacity, the Administrative Agent ) for the banks, financial institutions and other entities (the Lenders ) from time to time parties to the Senior Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of March 16, 2018 (as amended, restated, supplemented and/or otherwise modified from time to time, the Credit Agreement ), among Appvion, Inc., a Delaware corporation (the Borrower ), Paperweight Development Corp., a Wisconsin corporation ( Holdings ), the Administrative Agent and the Lenders. W I T N E S S E T H: WHEREAS, on October 1, 2017 (the Petition Date ), the Borrower and its Domestic Subsidiaries commenced the Chapter 11 Cases by filing voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code, with the Bankruptcy Court. The Debtors continue to operate their business and manage their properties as debtors and debtors-in-possession pursuant to Sections 1107 (a) and 1108 of the Bankruptcy Code; WHEREAS, on October 2, 2017, the Borrower obtained debtor-in-possession financing pursuant to that certain Superpriority Senior Debtor-in-Possession Credit Agreement (the Existing DIP Agreement ), dated as of October 2, 2017, by and among the Borrower, Holdings, the lenders party thereto and Wilmington Trust, National Association, as administrative agent. WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; WHEREAS, the Borrower is a member of an affiliated group of companies that includes each Grantor; WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part (a) for working capital and general corporate purposes of the Grantors, including, to refinance in full on the Closing Date the NM Term Loan Obligations (as defined in the Existing DIP Agreement) outstanding under the Existing DIP Agreement, (b) to pay fees, costs and expenses incurred in connection with the transactions contemplated by the Credit Agreement and (c) other administration costs incurred in connection with the Chapter 11 Cases; WHEREAS, the Borrower and the Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Administrative Agent and the other Secured Parties;

341 NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent for the ratable benefit of the Administrative Agent, the Lenders and the other Secured Parties, as follows: SECTION 1. DEFINED TERMS 1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein, including in the recitals hereto, shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the PPSA: Accounts, Certificated Security, Chattel Paper, Documents of Title, Equipment, Financial Assets, Goods, Intangibles, Instruments, Inventory, Money, Personal Property, Proceeds and Securities Account. (b) The following terms shall have the following meanings: Borrower Credit Agreement Obligations : with respect to the Borrower, the collective reference to the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans to the Administrative Agent or any Lender and interest accruing at the then-applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding, related to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or the Lenders that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements). Borrower Obligations : with respect to the Borrower, the collective reference to (i) the Borrower Credit Agreement Obligations and (ii) all other obligations and liabilities of the Loan Parties to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or the Lenders that are required to be paid by the Borrower pursuant to the terms of this Agreement). Collateral : as defined in Section 3. Collateral Account : any collateral account established by the Administrative Agent as provided in Section 6.1 or

342 Contract : means the total legal obligation which results from the parties agreement as affected by the PPSA and any other applicable rules of law. Copyrights : (i) all copyrights arising under the Laws of Canada, any other country or any political subdivisions thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 6), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the Canadian Intellectual Property Office or any other similar authority throughout the world, (ii) all rights corresponding thereto throughout the world and (iii) the right to obtain all extensions and renewals thereof. Copyright Licenses : any written or oral agreement naming any Grantor as licensor or licensee (including, without limitation, those listed in Schedule 6), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright. Credit Agreement Collateral : all Collateral under, and as defined in, the Credit Agreement. Deposit Account : a demand, savings, passbook, or similar account maintained with a bank or other deposit taking institution. The Deposit Accounts of the Grantors as of the Closing Date are listed on Schedule 7. Governmental Authority : the government of Canada or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. Guarantor Obligations : with respect to any Guarantor, the collective reference to (i) the Borrower Credit Agreement Obligations and (ii) all other obligations and liabilities of such Guarantor to the Administrative Agent or any Lender which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document). Guarantors : the collective reference to each Grantor. It is understood and agreed that in no event shall any Special Purpose Receivables Subsidiary or Immaterial Subsidiary be deemed to be a Guarantor. Intellectual Property : the collective reference to all rights, priorities and privileges relating to intellectual property or similar proprietary rights, whether arising under the Laws of Canada, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, Trade Secrets and Trade Secret Licenses and all rights thereto throughout the world including, without limitation, all claims, causes of action, defenses arising out of or related to any of the foregoing and the right to sue at law or in equity for any past, present and future infringement, misappropriation, misuse, dilution or other impairment thereof, including the right to receive all proceeds and damages from all of the foregoing. 3

343 Intercompany Note : any promissory note evidencing loans made by any Grantor to Holdings or any of its Subsidiaries. Investment Property : the collective reference to (i) all investment property as such term is defined in the PPSA and (ii) whether or not constituting investment property as so defined in the preceding clause (i), all Pledged Notes and all Pledged Stock. Issuers : the collective reference to each issuer of any Investment Property. Obligations : in the case of any Grantor, such Person s (i) Borrower Obligations and/or (ii) Guarantor Obligations. Patent License : all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 6. Patents : (i) all letters patent of Canada, any other country or any political subdivision thereof, all reissues and extensions thereof, including, without limitation, any of the foregoing referred to in Schedule 6, (ii) all applications for letters patent of Canada or any other country and all reissues, extensions, renewals, reexaminations, divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6, (iii) all invention disclosures, utility models or similar industrial property rights and (iv) all rights corresponding thereto, including rights to obtain any reissues or extensions of the foregoing. Petition Date : as defined in the recitals hereto. Permitted Unperfected Account : with respect to any Grantor, any Deposit Account of such Grantor (a) that contains a balance of deposits equal to or less than $50,000; provided that such Deposit Account or Securities Account shall not cease to be a Permitted Unperfected Account if it contains a balance greater than $50,000 for not longer than 2 consecutive Business Days and provided that the balance of deposits in all such Deposit Accounts and Securities Accounts of the Grantors and all other Guarantors (including U.S. Grantors) combined shall not exceed $200,000 in the aggregate at any time, (b) that is used solely as (i) a payroll account, (ii) an employee benefit account, (iii) an operating expenses disbursement account that is zero-balanced on a daily basis, (iv) a sub-concentration account that is zero-balanced on a daily basis, (v) a fiduciary, escrow or trust account or (vi) a tax account, including with respect to sales taxes; or (c) as to which the Required Lenders otherwise agree that no control agreement need be obtained. The Permitted Unperfected Accounts of the Grantors as of the Closing Date are so indicated on Schedule 7. Pledged Notes : all promissory notes listed on Schedule 2, all Intercompany Notes at any time issued to any Grantor in excess of $1,000,000 (or Intercompany Notes which, in the aggregate, are in excess of $1,000,000) and all other promissory notes issued to or held by any Grantor in excess of $1,000,000 in the aggregate (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business). 4

344 Pledged Stock : the shares of Capital Stock listed on Schedule 2, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect. PPSA : the Personal Property Security Act (Ontario); provided, that if the attachment, perfection or priority of the Administrative Agent s security interests, for the benefit of the Secured Parties, in any Collateral are governed by the personal property security laws of any jurisdiction other than Ontario, PPSA shall mean those personal property laws in such other jurisdiction in Canada for the purpose of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions. Receivable : any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account). Requirement of Law : as to any Person, the certificate or articles of incorporation and by laws or other organizational or governing documents of such Person, and any Law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. Securities Account : the Securities Accounts, as defined in the PPSA, of the Grantors as of the Closing Date are listed on Schedule 7. Securities Laws : applicable federal, provincial, state, territorial or foreign securities laws and regulations. STA : the Securities Transfer Act, 2006 (Ontario). Supporting Obligation : a secondary obligation that supports the payment or performance of an account, chattel paper, a document, a general intangible, an instrument, or investment property. Trade Secret Licenses : any and all written or oral agreements granting any right in or to Trade Secrets (whether a Grantor is a licensee or licensor thereunder). Trade Secrets : all trade secrets, as recognized under applicable local Law, whether or not reduced to a writing or other tangible form, now or hereafter in force, owned or used in, or contemplated at any time for use in, the business of any Grantor, including with respect to any and all of the foregoing: (i) all documents and things embodying, incorporating, or referring in any way thereto, (ii) all rights to sue for past, present and future infringement thereof, (iii) all claims, damages, and proceeds of suit arising therefrom, and (iv) all payments and royalties and rights to payments and royalties arising out of the sale, lease, license, assignment or other dispositions thereof. 5

345 Trademark License : any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 6. Trademarks : (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the Canadian Intellectual Property Office or in any similar office or agency of Canada, any province thereof, any other country or any political subdivision thereof or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6, and (ii) the right to obtain all renewals thereof. U.S. Grantors : the grantors under the Guarantee and Collateral Agreement dated as of the date hereof (as the same may be amended, restated, supplemented and/or otherwise modified from time to time), by and among Wilmington Trust, National Association, as administrative agent, and the grantors from time to time party thereto. 1.2 Other Definitional Provisions. (a) The words hereof, herein, hereto and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified. (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor s Collateral or the relevant part thereof. SECTION 2. GUARANTEE 2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for the ratable benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations. (b) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash (other than contingent or indemnification obligations for which no claim has been made) and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Obligations; provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section

346 (c) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent, any Lender or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to release the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full in cash (other than contingent or indemnification obligations for which no claim has been made) and the Commitments are terminated, provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section Notwithstanding the foregoing, in no event shall the Guarantors be liable for payment of any amount in excess of the then outstanding Borrower Obligations and, without duplication, Guarantor Obligations. 2.2 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent, the Lenders and any of the other Secured Parties, and each Guarantor shall remain liable to the Secured Parties for the full amount guaranteed by such Guarantor hereunder. 2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent, any Lender or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, any Lender or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent, or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent, the Lenders and each other Secured Party by the Borrower on account of the Borrower Obligations are paid in full in cash (other than contingent or indemnification obligations for which no claim has been made), and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash, such amount shall be held by such Guarantor in trust for the Administrative Agent, the Lenders and each other Secured Party, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. 7

347 2.4 Amendments, etc. with respect to the Borrower Obligations. To the maximum extent permitted by applicable Law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent, any Lender or any other Secured Party may be rescinded by such Secured Party and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, any Lender or any other Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the respective Secured Parties party thereto may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent, any Lender or any other Secured Party for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto. 2.5 Guarantee Absolute and Unconditional. Each Guarantor waives, to the maximum extent permitted by applicable Law, each any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any Lender or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and among the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees, to the maximum extent permitted by applicable Law, that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any Lender or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against the Administrative Agent, any Lender or any other Secured Party, or (c) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy 8

348 or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent, any Lender and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any Lender or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any Lender or any other Secured Party against any Guarantor. For the purposes hereof demand shall include, but not be limited to the commencement and continuance of any legal proceedings. 2.6 Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the appropriate funding office as set forth in the Credit Agreement. SECTION 3. GRANT OF SECURITY INTEREST 3.1 Grant of Security Interest in Collateral. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all present and after-acquired property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the Collateral ), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor s Obligations, including without limitation, the following: (a) all Accounts; (b) all Chattel Paper; (c) all Contracts; (d) all Deposit Accounts; (e) all Documents of Title; (f) all Equipment; 9

349 (g) all Financial Assets; (h) all Goods; (i) all Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Money; (o) all books and records pertaining to the Collateral; and (p) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the Excluded Property ): (i) any consumer goods, (ii) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes Collateral under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained herein. 10

350 3.2 Exception to Last Day. The security interest granted hereby shall not extend or apply to, and Collateral shall not include, the last day of the term of any lease or agreement therefor, but upon enforcement of the security interest, each Grantor shall stand possessed of such last day in trust or assign the same to any person acquiring such term. 3.3 Attachment. Each Grantor acknowledges that (i) value has been given, (ii) it has rights in the Collateral, (iii) it has not agreed to postpone the time for attachment of the Lien granted hereunder, and (iv) it has received a copy of this Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ALL TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS AND WARRANTIES MADE HEREIN, THE LIENS AND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT, THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT AND LENDERS HEREUNDER, ALL OTHER RIGHTS AND BENEFITS AFFORDED HEREUNDER TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND ALL OBLIGATIONS OF THE GRANTORS HEREUNDER) ARE SUBJECT IN ALL RESPECTS TO THE TERMS, CONDITIONS AND PROVISIONS OF THE PREPETITION INTERCREDITOR AGREEMENT (AS SUPPLEMENTED BY THE PREPETITION INTERCREDITOR AGREEMENT JOINDER). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE PREPETITION INTERCREDITOR AGREEMENT (AS SUPPLEMENTED BY THE PREPETITION INTERCREDITOR AGREEMENT JOINDER) AND THE TERMS OF THIS AGREEMENT, THE TERMS OF THE PREPETITION INTERCREDITOR AGREEMENT (AS SUPPLEMENTED BY THE PREPETITION INTERCREDITOR AGREEMENT JOINDER) SHALL GOVERN AND CONTROL. SECTION 4. REPRESENTATIONS AND WARRANTIES To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Lender that: 4.1 Representations in Credit Agreement. In the case of each Guarantor, the representations and warranties set forth in Article V of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct, in all material respects (other than any representation or warranty that is qualified by materiality or makes reference to Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and the Administrative Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation and warranty to the Borrower s knowledge shall, for the purposes of this Section 4.1, be deemed to be a reference to such Guarantor s knowledge. 11

351 4.2 Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns its Collateral in all material respects free and clear of any and all Liens or claims of others. For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a Lien or a claim on such Intellectual Property. Each of the Administrative Agent, each Lender and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, Lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto. 4.3 Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (including obtaining control (within the meaning of the STA) of Securities Accounts (other than Permitted Unperfected Accounts) and Investment Property will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of a financing statement under the PPSA and/or filings with the Canadian Intellectual Property Office or Canadian Industrial Design Office, as applicable, possession by the Administrative Agent of the respective Investment Property or control of Securities Accounts) in all of the Collateral in favour of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the ordinary course of business, and other than purchasers under transactions permitted under the Credit Agreement, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement and other Liens which have priority over the Liens granted hereunder on the Collateral by operation of law. 4.4 Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule Inventory and Equipment. On the date hereof, all of the Grantors Inventory and Equipment is kept at the locations listed on Schedule 5, except with respect to (i) Inventory and Equipment in transit to or from a location listed on Schedule 5, (ii) locations inside the United States and Canada where the value of such Inventory (other than consigned Inventory, which is the subject of clause (iii) below) and Equipment does not exceed in the aggregate for the Grantors and all other Guarantors (including U.S. Grantors) combined (x) $250,000 at any one such location, and (y) $1,000,000 at all such locations, (iii) locations inside the United States and Canada where the value of Inventory on consignment for the Grantors and all other Guarantors (including U.S. Grantors) combined does not exceed (x) $300,000 at any one such location and (y) $2,000,000 at all such locations, and (iv) locations in a jurisdiction outside the United States and Canada (or any constituent jurisdiction thereof), provided that the value of all such Inventory and Equipment located in such jurisdictions does not exceed $8,500,

352 4.6 [Reserved.] 4.7 Investment Property. (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor. (b) On the date hereof, all the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes issued by a Loan Party constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens in favour of, or claims of, any other Person, except the security interest created by this Agreement and as otherwise would not violate the applicable requirements of the Credit Agreement. 4.8 Receivables. (a) Except to the extent that such amounts so payable to Grantors and the other Guarantors (including U.S. Grantors) combined do not exceed $50,000 in aggregate, no amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper that has not been delivered to the Administrative Agent. (b) As of the date hereof, not more than ten percent (10%) of the Receivables have a Governmental Authority as an obligor. 4.9 Intellectual Property. (a) Schedule 6 lists all registered and applied for Patents, Trademarks and Copyrights in Canada and the United States that are owned by such Grantor in its own name on the date hereof. To each Grantor s knowledge, as of the date hereof, all Intellectual Property owned by such Grantor and set forth on Schedule 6 is valid, in full force and effect, subsisting, unexpired and enforceable, and has not been abandoned. To each Grantor s knowledge, the business of such Grantor and the use of any Intellectual Property in connection therewith, does not infringe, misappropriate, dilute or violate the intellectual property rights of any third Person. There are no pending or, to such Grantor s knowledge, threatened claims of infringement, misappropriation, dilution or violation by Grantor of any third Person s intellectual property rights, and none of the Grantors is aware of any facts or circumstances that such Grantor reasonably believes are likely to form the basis for any such claim, and such Grantor has not received written notice of any such claim. 13

353 (b) Except as set forth in Schedule 6, on the date hereof none of the material Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor. SECTION 5. COVENANTS. Each Grantor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations shall have been paid in full in cash (other than contingent or indemnification obligations for which no claim has been made) and the Commitments shall have terminated: 5.1 Covenants in Credit Agreement. In the case of each Guarantor, to the extent applicable, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries. 5.2 Delivery of Instruments, Certificated Securities and Chattel Paper. Except to the extent that such amounts so payable to Grantors and the other Guarantors (including U.S. Grantors) combined do not exceed $250,000 in aggregate, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement. 5.3 Maintenance of Insurance. (a) Such Grantor will maintain, with financially sound and reputable companies, insurance policies, in accordance with the terms of the Credit Agreement, (i) insuring the Inventory and Equipment against loss by fire, explosion, theft and such other casualties in accordance with the terms of the Credit Agreement and (ii) insuring such Grantor against liability for personal injury and property damage relating to such Inventory and Equipment. (b) All such insurance shall (i) provide for not less than 30 days prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance (to the extent such provision is obtainable using commercially reasonably efforts) and (ii) name the Administrative Agent as an additional insured and/or loss payee, as applicable. 5.4 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (but only to the extent that such security interest can be perfected by the filing of a financing statement under the PPSA (or other similar Laws) or obtaining control (within the meaning of the STA) of Deposit Accounts (other than Permitted Unperfected Accounts) or Investment Property) having at least the priority described in Section 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever (other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. 14

354 (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the reasonable written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and shall record or cause to be recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing statements or financing change statements under the PPSA (or other similar Laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property and Securities Accounts (other than Permitted Unperfected Accounts) and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain control (within the meaning of the STA) with respect thereto and (iii) in the case of Intellectual Property, filings to the Canadian Intellectual Property Office or Canadian Industrial Design Office, as applicable, or other similar authority. 5.5 Changes in Locations, Name, etc. Such Grantor will not, except upon 15 days prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements and other documents necessary to maintain the validity, perfection and priority of the security interests provided for herein: (i) change its jurisdiction of organization from that referred to in Section 4.4; or (ii) change its name. 5.6 Notices. Such Grantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of the occurrence of any event which could reasonably be expected to have a material adverse effect on the aggregate value of the Credit Agreement Collateral or on the security interests created hereby. 5.7 Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent, the Lenders and the other Secured Parties, hold the same in trust for such Persons and deliver the same forthwith to the Administrative Agent in the exact form received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor to be held by the Administrative Agent, subject to the terms hereof, as additional 15

355 collateral security for the Obligations. If an Event of Default has occurred and is continuing, any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of, or as a distribution of capital by, any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any property (if an Event of Default has occurred and is continuing) or any Investment Property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favour of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor (when otherwise required to be paid or delivered over to the Administrative Agent as set forth above), such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, the Lenders and the other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), such Grantor will not (i) if an Event of Default has occurred and is continuing, vote to enable, or take any other action to permit, any Issuer to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favour of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or otherwise permitted in the Credit Agreement or (iv) enter into any agreement or undertaking, other than as permitted under the Credit Agreement, restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) the terms of Section 6.3(c) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3 (c) with respect to the Investment Property issued by it. 5.8 Receivables. (a) Other than in the ordinary course of business, such Grantor will not, with respect to any material portion of the Receivables, (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could materially adversely affect the value thereof. 16

356 (b) Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that challenges the validity or enforceability of more than five percent (5%) of the aggregate amount of the then outstanding Receivables. (c) If, as of any fiscal quarter end occurring after the Closing Date, the Grantors determine that more than ten percent (10%) of Receivables (in the aggregate for all Grantors) have a Governmental Authority as an obligor, then the Grantors shall so notify the Administrative Agent (such notice to be given substantially concurrently with the delivery of the quarterly financial statements required pursuant to Section 6.01(b) of the Credit Agreement) and, shall promptly take such steps as may be necessary to comply with any applicable assignment of claims Laws and other comparable Laws. 5.9 Intellectual Property. (a) Except as would not have a material adverse effect on the aggregate value of the Credit Agreement Collateral, such Grantor will (i) continue to use each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any new mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Administrative Agent, the Lenders and the other Secured Parties, shall obtain a perfected security interest in such new mark pursuant to this Agreement, and (v) not do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way. (b) Except as would not have a material adverse effect on the aggregate value of the Credit Agreement Collateral, such Grantor will not do any act, or omit to do any act, whereby any Patent may become forfeited, abandoned or dedicated to the public. (c) Except as would not have a material adverse effect on the aggregate value of the Credit Agreement Collateral, such Grantor will not do any act or knowingly omit to do any act whereby any Copyright may become invalidated or otherwise impaired. Such Grantor will not do any act whereby any Copyright may fall into the public domain, to the extent such Copyright is material to the aggregate value of the Credit Agreement Collateral. (d) Except as would not have a material adverse effect on the aggregate value of the Credit Agreement Collateral, such Grantor will not do any act that knowingly uses any Intellectual Property to infringe the intellectual property rights of any other Person. (e) Such Grantor will promptly notify the Administrative Agent and the Lenders if it knows, or has reason to know, that any application or registration relating to any Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any cancellation or invalidation proceeding in the Canadian Intellectual Property Office, the Canadian Industrial Design Office or any court or tribunal in any 17

357 country, but specifically excluding any official actions or search reports issued by any intellectual property office around the world during the normal course of prosecution of any applications for Intellectual Property) regarding such Grantor s ownership of, or the validity of, any Intellectual Property or such Grantor s right to register the same or to own and maintain the same, in each case to the extent such Intellectual Property is material to the aggregate value of the Credit Agreement Collateral. (f) Whenever such Grantor, either by itself or through the Administrative Agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the Canadian Intellectual Property Office, the Canadian Industrial Design Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent in accordance with Section 6.02(a)(iii)(y) of the Credit Agreement. Upon reasonable request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the Administrative Agent s security interest in any Copyright, Patent or Trademark and the goodwill and intangibles of such Grantor relating thereto or represented thereby. (g) Except as otherwise determined in the exercise of such Grantor s reasonable business judgment, Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the Canadian Intellectual Property Office, the Canadian Industrial Design Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, in each case to the extent such Intellectual Property is material to the aggregate value of the Credit Agreement Collateral. (h) In the event that any Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) notify the Administrative Agent after it learns thereof, in each case to the extent such Intellectual Property is material to the aggregate value of the Credit Agreement Collateral. (i) Upon the occurrence and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License, Trade Secret License or Trademark License to effect the assignment or sublicense of all of such Grantor s right, title and interest thereunder to the Administrative Agent or its designee for the benefit of the Secured Parties in accordance with this Agreement or the Credit Agreement. (j) For the avoidance of doubt, no Grantor shall be required to take any steps to perfect the Administrative Agent s security interest in any Intellectual Property in any jurisdiction outside of the United States or Canada unless and until the Administrative Agent (at the direction of the Required Lenders) shall have requested such Grantor to do so in writing. 18

358 5.10 [Reserved] Cash Management Systems. (a) Each Deposit Account or Securities Account of any Grantor that is not a Permitted Unperfected Account (each such Deposit Account, a Controlled Deposit Account, and each such Securities Account, a Controlled Securities Account, Controlled Securities Accounts together with Controlled Deposit Accounts may sometimes be referred to herein individually as a Controlled Account and, collectively, as Controlled Accounts ) shall be maintained with the Administrative Agent or such other Lender as shall be reasonably acceptable to the Required Lenders (each, a Depositary Account Bank ). (b) Within the time period prescribed under Section 6.15 of the Credit Agreement, each Grantor shall have entered into a deposit account control agreement or securities account control agreement in form and substance satisfactory to the Administrative Agent and the Required Lenders with respect to each Controlled Account with the respective Depositary Account Bank and in favour of the Administrative Agent (each an Account Control Agreement ), which, in the case of Account Control Agreements with respect to Controlled Deposit Accounts, shall provide that, among other things, upon the occurrence and during the continuance of an Event of Default, at the instruction of the Administrative Agent, all available amounts held in each Controlled Deposit Account maintained at such Depositary Account Bank shall be wired on each Business Day into an account (the Administrative Agent Account ) maintained by the Administrative Agent; provided, that the Administrative Agent hereby agrees that it will not give any instructions under any Account Control Agreement unless and until an Event of Default shall have occurred and be continuing. (c) The closing of any Controlled Deposit Account and the termination of any Account Control Agreement, except in connection with a release of Liens under Section 8.15 hereof or Section 9.12 of the Credit Agreement, shall require in each case the prior written consent of the Administrative Agent (at the direction of the Required Lenders). SECTION 6. REMEDIAL PROVISIONS 6.1 Certain Matters Relating to Receivables. (a) If an Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall have the right to make test verifications of the Receivables in any reasonable manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications and (y) upon the Administrative Agent s reasonable request (at the direction of the Required Lenders) and at the sole expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent and the Required Lenders to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. 19

359 (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor s Receivables and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Secured Parties segregated from other funds of such Grantor. (c) If an Event of Default shall have occurred and be continuing, at the Administrative Agent s reasonable request, (i) each Grantor shall deliver to the Administrative Agent all original (to the extent such Grantor has original copies) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original (to the extent such Grantor has original copies) orders, invoices and shipping receipts and (ii) at the reasonable request of the Administrative Agent the applicable Grantor shall use its commercially reasonable efforts to take such steps as may be necessary to comply with any applicable assignment of claims Laws and other comparable Laws. Notwithstanding anything to the contrary in this Agreement, no Grantor will be required to disclose any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information with respect to any account debtors related to any Receivables, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product. 6.2 Communications with Obligors; Grantors Remain Liable. (a) The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables and parties to the Contracts to verify with them to the Administrative Agent s satisfaction the existence, amount and terms of any Receivables or Contracts. (b) Upon the request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables and parties to the Contracts that the Receivables and the Contracts have been assigned to the Administrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any Lender shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Administrative Agent, any Lender or any other Secured Party of any payment relating thereto, nor shall the Administrative Agent, any Lender or any other Secured Party be obligated in any manner to 20

360 perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would materially impair the Collateral in a manner not expressly permitted by the Credit Agreement, this Agreement or any other Loan Document or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in the order set forth in Section 6.5, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter, during the continuance of such Event of Default, exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Administrative Agent (as determined by a court of competent jurisdiction in a final, non-appealable judgment)) except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. 21

361 (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent. 6.4 Proceeds to be Turned Over to Administrative Agent. In addition to the rights of the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, upon receipt by such Grantor of notice from the Administrative Agent, all Proceeds received by any Grantor consisting of cash, cheques and other similar near-cash items shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, and shall, upon the request of the Administrative Agent (at the direction of the Required Lenders), be turned over to the Administrative Agent forthwith upon receipt by such Grantor in the exact form received by such Grantor (duly endorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Lenders and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section Application of Proceeds. If an Event of Default shall have occurred and be continuing, (but the Obligations shall not have been accelerated pursuant to Section 8.01 of the Credit Agreement, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the order set forth in Section 8.02(b) of the Credit Agreement. 6.6 Other Remedies. (a) PPSA Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the PPSA or any other applicable Law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, have assigned to it, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, sublicense, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit 22

362 or for future delivery without assumption of any credit risk. The Administrative Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner. Upon written demand from the Administrative Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Administrative Agent an absolute assignment of all of such Grantor s right, title and interest in and to the Intellectual Property and shall execute and deliver to the Administrative Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released to the extent permitted by Law. Each Grantor further agrees, at the Administrative Agent s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent, the Lenders and the other Secured Parties hereunder, including, without limitation, reasonable attorneys fees and disbursements, to the payment in whole or in part of the Obligations, in the order set forth in Section 6.5 hereof, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of Law need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent, any Lender or any other Secured Party arising out of the exercise by them of any rights hereunder, except for gross negligence or willful misconduct on the part of any such Person. If any notice of a proposed sale or other disposition of Collateral shall be required by Law, such notice shall be deemed reasonable and proper if given at least 20 days before such sale or other disposition. (b) Appointment of Receiver. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent (at the direction of the Required Lenders) may appoint or reappoint by instrument in writing, any Person or Persons, whether an officer or officers or an employee or employees of the Administrative Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a Receiver, which term when used herein shall include a receiver and manager) of Collateral (including any interest, income or profits therefrom) and may remove any Receiver so appointed and appoint another in his/her/its stead. Any such Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not the Administrative Agent or any other Secured Party, and none of the Administrative Agent or any other Secured Party shall be in any way responsible for any misconduct, negligence or nonfeasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver shall have power to take possession of Collateral, to preserve Collateral or its value, to carry on or concur in carrying on all or any part of the business of the applicable Grantor and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including the applicable Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Grantor 23

363 wherein Collateral may be situated, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on the applicable Grantor s business or as security for loans or advances to enable the Receiver to carry on the applicable Grantor s business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by the Agent, all Money received from time to time by such Receiver in carrying out his/her/its appointment shall be received in trust for and be paid over to the Administrative Agent. Every such Receiver may, in the discretion of the Administrative Agent, be vested with all or any of the rights and powers of the Administrative Agent. (i) The Administrative Agent may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of this Section 6.6(b). 6.7 Private Sales. (a) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Laws, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favourable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Laws, even if such Issuer would agree to do so. (b) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent, the Lenders and each of the other Secured Parties, that the Administrative Agent, the Lenders and each of the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives, to the extent permitted by applicable Law, and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. 6.8 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the reasonable fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency. 24

364 6.9 Intellectual Property License. The Grantors hereby grant the Administrative Agent a non-exclusive, transferable, sublicensable, worldwide license and right, effective solely during an Event of Default, to the maximum extent permitted by applicable Law and to the extent of the Grantors interest therein, exercisable without payment of royalty or other compensation, under and to any and all of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Grantors to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute, lease, license and otherwise exploit and dispose of any asset included in the Collateral to the extent the Administrative Agent takes possession of such in accordance with the terms and conditions of this Agreement and the Credit Agreement. For the avoidance of doubt, in the event that any such Event of Default is cured in accordance with the terms and conditions of this Agreement and the Credit Agreement, the foregoing license shall automatically be suspended. SECTION 7. THE ADMINISTRATIVE AGENT 7.1 Administrative Agent s Appointment as Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: (i) in the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any cheques, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent s security interest in such Intellectual Property and the goodwill and intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; 25

365 (iv) execute, in connection with any sale provided for in Section 6.6, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; and (7) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent s option and such Grantor s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent s security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 7.1 to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1 unless an Event of Default shall have occurred and be continuing. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon (which shall accrue only from the time upon which written demand therefor is made by the Administrative Agent) at a rate per annum equal to the rate per annum at which interest would then be payable on Term Loans that are Base Rate Loans (which rate shall increase to the rate applicable to such Loans that are past due for periods after the date that is 10 days after written demand for payment has been made upon the Borrower by the Administrative Agent) under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. 26

366 (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 7.2 Duty of Administrative Agent. The Administrative Agent s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under the PPSA, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. None of the Administrative Agent, any Lender, any other Secured Party or any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent s, the Lenders and each other Secured Party s interests in the Collateral and shall not impose any duty upon any of such Persons to exercise any such powers. The Administrative Agent, the Lenders and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 7.3 Filing of Financing Statements. Pursuant to any applicable Law, each Grantor authorizes the Administrative Agent (or its designees) to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent determines appropriate to perfect or maintain the perfection of the security interests of the Administrative Agent under this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description all personal property or similar language containing an equally effective description in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent (or its designees) of any financing statement with respect to the Collateral made prior to the date hereof. 7.4 Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 27

367 SECTION 8. MISCELLANEOUS 8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section of the Credit Agreement. 8.2 Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent, any Lender or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by Law. 8.4 Enforcement Expenses; Indemnification. (a) To the same extent that the Loan Parties are required under such circumstances to do so pursuant to Section 11.04(a) of the Credit Agreement, each Guarantor jointly and severally agrees to pay or reimburse each of the Secured Parties for all reasonable invoiced, out-of-pocket costs and expenses (including the reasonable and documented fees, charges and expenses of PJT Partners LP under the PJT Letter Agreement, O Melveny & Myers LLP, Richards Layton & Finger, P.A., Covington & Burling LLP and Pepper Hamilton LLP) incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party. (b) Each Grantor jointly and severally agrees to pay, and to hold each of the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) To the same extent that the Loan Parties are required to do so under such circumstances pursuant to Section 11.04(b) of the Credit Agreement, each Guarantor jointly and severally agrees to pay, and to hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and each of the other Loan Documents. 28

368 (d) Any amounts received by the Secured Parties as a consequence of the exercise of the Administrative Agent s rights provided for herein, including in respect of an Event of Default shall be applied pursuant to the terms of this Agreement. Where applicable, such amounts will be converted into U.S. Dollars at the reasonable market rates in force on the day of such conversion and then remitted (minus any commission or other amounts charged in connection with such conversion, if applicable) to the Administrative Agent for the benefit of the Lenders or directly to the Lenders, provided that if such conversion or remittance is not legally permitted or possible for any reason outside the Administrative Agent s control at the time, such amounts may, at the sole discretion of each of the Secured Parties, and if so permitted under applicable law and regulations, be received in Canadian Dollars by each of the Secured Parties. (e) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. 8.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent, the Lenders and each of the other Secured Parties, and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent. 8.6 Set-Off. Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time after the Loans and other amounts payable under the Credit Agreement shall have become due and payable pursuant to Article VIII of the Credit Agreement, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Grantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent, any Lender or any other Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Each Administrative Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by the Administrative Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have. 29

369 8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 8.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent, the Lenders and each of the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, any Lender or any other Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the Province of Ontario; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by Law or shall limit the right to sue in any other jurisdiction; and 30

370 (e) waives, to the maximum extent not prohibited by Law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages Acknowledgements. Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party; (b) Neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent, Lenders and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Grantors and the Lenders Additional Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 6.09 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto Releases. (a) At such time as the Loans and the other Obligations shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination and to authorize the filing by Grantors of any necessary PPSA financing change statements evidencing the termination of the Liens so released or other terminations or releases. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the security interests in such Collateral shall be automatically released without further action by any party and the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. For the avoidance of doubt, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower s expense) to evidence the release of any Liens created by any Loan Document. At the request and sole expense of the Borrower, a Subsidiary Guarantor shall be released from its 31

371 obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN Amalgamation. Each Grantor acknowledges and agrees that, in the event it amalgamates with any other corporation or corporations, it is the intention of the parties hereto that the term Grantor, when used herein, shall apply to each of the amalgamating corporations and to the amalgamated corporation, such that the security interest granted hereby: (a) Shall extend to the Collateral owned by each of the amalgamating corporations and the amalgamated corporation at the time of amalgamation and to any Collateral thereafter owned or acquired by the amalgamated corporation, and (b) Shall secure all Obligations of each of the amalgamating corporations and the amalgamated corporation to Administrative Agent and Secured Parties thereafter arising. The security interest shall attach to all Collateral owned by each corporation amalgamating with any debtor and by the amalgamated company, at the time of the amalgamation, and shall attach to all Collateral thereafter owned or acquired by the amalgamated corporation when such becomes owned or is acquired Judgment Currency. (a) Each of the Grantors obligations hereunder, and the obligations of the Loan Parties under the other Loan Documents, to make payments in Dollars (pursuant to such obligation, the Obligation Currency ) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Secured Parties of the full amount of the Obligation Currency expressed to be payable to the Secured Parties under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Grantor or any other Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the Judgment Currency ) an amount due in the Obligation Currency, the conversion shall be made at the Dollar Equivalent thereof, determined as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the Judgment Currency Conversion Date ). For the purposes of this Section 8.18, Dollar Equivalent means, as to any amount denominated in a currency other than Dollars as of any date of determination, the amount of Dollars that would be required to purchase the amount of such other currency based upon the customary rate used by the Administrative Agent for commercial loans administered by it or at such other rate as may have been agreed in writing between the Borrower and Administrative Agent. 32

372 (b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each Grantor covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date Interest Act (Canada). For purposes of disclosure pursuant to the Interest Act (Canada), for the purposes of this Agreement and the other Loan Documents, whenever interest to be paid hereunder is to be calculated on the basis of 360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or such other number of days in such period, as the case may be. [Signature Pages Follow] 33

373 IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written. APPVION CANADA, LTD., By: Name: Title: [SIGNATURE PAGE TO GUARANTEE AND COLLATERAL AGREEMENT (CANADA)]

374 Accepted and agreed to as of the date first above written. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [SIGNATURE PAGE TO GUARANTEE AND COLLATERAL AGREEMENT (CANADA)]

375 Annex I to Canadian Guarantee and Collateral Agreement ASSUMPTION AGREEMENT, dated as of, 20, made by, a [corporation] (the Additional Grantor ), in favour of Wilmington Trust, National Association, as administrative agent (in such capacity, the Administrative Agent ) for the banks and other financial institutions (the Lenders ) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. W I T N E S S E T H: WHEREAS, APPVION, INC., a Delaware corporation (the Borrower ), PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation ( Holdings ), the Lenders and the Administrative Agent have entered into a Senior Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of March 16, 2018, by and among Borrower, Holdings, certain Subsidiaries of the Borrower, the Administrative Agent and the Lenders (as amended, restated, supplemented and/or otherwise modified from time to time, the Credit Agreement ); WHEREAS, in connection with the Credit Agreement, the Borrower and certain of Borrower s Subsidiaries (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of March 16, 2018 (as amended, restated, supplemented and/or otherwise modified from time to time, the Canadian Guarantee and Collateral Agreement ) in favour of the Administrative Agent for the benefit of the Lenders; WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Canadian Guarantee and Collateral Agreement; and WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Canadian Guarantee and Collateral Agreement. NOW, THEREFORE, IT IS AGREED: 1. Canadian Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Canadian Guarantee and Collateral Agreement, hereby becomes a party to the Canadian Guarantee and Collateral Agreement as a Grantor thereunder and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules ( * ) to the Canadian Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Canadian Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. * Refer to each Schedule which needs to be supplemented

376 2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN. [Signature Pages Follow]

377 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. [ADDITIONAL GRANTOR] By: Name: Title:

378 Case KJC Doc 564 Filed 03/12 /18 Page 1 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: APPVION, INC., et al.,1 Chapter 11 Case No (KJC) Deb tors. Jo intly Administered Related Docket Nos. 17, 66, 75,234, 411, and 46 1, 520 INTERIM ORDER (I) AUTHORIZING DEBTORS TO (A) OBTAIN POST-PETITION FINANCING PURSUANT TO 11 U.S.C. 105, 361, 36 2, (c)(1), 364 (c)(2), 364(c)(3), 36 4(d)(1) AND 364(e), (B) GRANT SENIOR LIENS AND SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS; (II) AUTHORIZING ENTRY INTO FOURTH AMENDMENT TO EXISTING DIP CREDIT AGREEMENT; (III) MODIFYING FINAL EXISTING DIP FINANCING ORDER; (IV) SCHEDULING A FINAL HEARING; AND (V) GRANTING RE LATED RELIEF Upon the motion (the Motion ) of Appvio n, Inc., as borrower (the Borrower ),1 and its affiliated debtors and debtors-in-po ssession in th e abov e-captioned chapter 11 cases (the Cases ), as guaran tors (each, a Domestic Guarantor and together, the Domestic Guarantors, and, collectively with the Borrow Exhibit 99.1

379 2 Delaware (the Local Ru les ), seeking en try of an interim order Interim Order ) and final order ( Final Ord er ) inter alia: (i) authorizing the Bo rrower to enter into a new credit agreemen t (as amen ded, supplemen ted or otherwise mo dified from time to time, th e Senior DIP Facility Ag reement ) reflecting the terms contain ed in the term sheet annexed hereto as Exhib it A (th e Senior DIP Facility Term Sheet ), amo ng the Borro wer, Pap erweight Develo pment Corp. ( Ho ldin gs ), Wilmington Tru st, Natio nal Association, as admin istrativ e agent (in such capacity, the Senior DIP Ag ent ), PJT Partners L P as so le lead arrang er (the Senior DIP Arranger ), and the Len ders (as defined in the Senio r DIP Facility Term Sheet) from time to time parties to the Senior DIP Facility Agreement (the Sen ior DIP Lenders, tog eth er with the Senior DIP Agent, the Senio r DIP Arrang er, and all o ther Secu red Parties (as defined in the Sen ior DIP Facility Agreement) the Sen ior DIP Secured Parties ), and authorizing the Borro wer and th e Domestic Guaran tors2 to en ter into all related documents, orders and agreements (together with the DIP Facility Ag reement and the Senior DIP Facility Term Sheet, the Senior DIP Facility Documents ); (ii) authorizing the Borrower to obtain a senior secured sup er prio rity multip le draw term loan facility (as described herein, the Senior DIP Facility ), and the Domestic Gu arantors to guaranty the ob ligatio ns of the Borro wer in connection with the Senior DIP Facility, wh ich shall consist of a su perprio rity term loan facility with an ag gregate prin cip al amount of up to $ 100,00 0,000 p lus PIK In terest, as well as other financial accommodatio ns; (iii) au thorizing and directing th e Debto rs to use the p ro ceeds of the Sen ior DIP Facility as exp ressly provided in th e Senior DIP Facility Documents, and solely in accordance with th e App ro ved Budg et, including to refinance and pay in full the outstanding NM Term Loan Obligation s (as defin ed in the Existin g DIP Credit Agreement, defined below) under the Existin g DIP Credit Agreemen t; (iv) autho rizing the Debtors to execute and d eliver the Senior DIP Facility Agreemen t and the other Senior DIP Facility Documents and to perform such other acts as may b e necessary or desirab le in connection with the Senior DIP Facility Documents; 2 The direct and in direct foreign subsidiaries of the Bo rrower an d the Domestic Guarantors that are also guarantors under the Senior DIP Facility Documents are referred to herein as the Fo reign Guaranto rs and each, a Foreign Guarantor, and, collectively with the Domestic Guarantors, Holdings, and any Special Purpose Receiv ables Subsidiary (as defined in the Prepetition First Lien Credit Agreemen t), the Guarantors. The Co mpany and the Guarantors are referred to h erein as th e Loan Parties.

380 (i) in accordance with the relative priorities as set forth more fully below, the fo llowing: (a) p ursuant to section 364 (c)(1) of the Bankruptcy Code, autho rizing the Debtors to grant th e Senior DIP Secu red Parties superpriority allowed administrativ e expense claim status in the Cases and any Successor Case (as defin ed h erein) in respect of all ob ligations, joint and sev eral, owing under the Sen ior DIP Facility Docu ments to the Senior DIP Secured Parties (including without limitation all Ob ligations, as defined in the Senior DIP Facility Documents, the Senior DIP Obligations ); (b) pursuant to section 364(c)(2) of the Bankruptcy Code, au thorizing the Deb tors to grant to the Senior DIP Secured Parties automatically perfected senior security interests in and liens on all of the DIP Collateral (as defined in the Final E xisting DIP Order), in each case subject to the priorities set forth h erein; (c) pursuant to section 3 64(d) of the Bankruptcy Code, auth orizing th e Debto rs to grant a senior first-p riority priming lien on and security interest in all of the DIP Collateral, in each case su bject to the priorities set forth herein; (ii) mod ifying that certain Fin al Ord er (I) Au thorizing Debtors To (A) Obtain Post-Petition Financing Pursu ant to 11 U.S.C. 10 5, 361, 362, 36 4(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364 (e), (B) Gran t Senior Liens And Superpriority Administrative Expense Status, And (C) Utilize Cash Collateral Pursuant to 11 U.S.C. 363; (II) Granting Adequate Protection To Postpetition Secured Parties Pursu ant to 11 U.S.C. 36 1, 362, 363 and 36 4; And (III) Granting Related Relief [D.I. 234 ] (as amended, modified, and/or supplemen ted, the Final Existing DIP Order ) solely as set fo rth herein, an d makin g such Final Existin g DIP Order app licable to the Senior DIP Facility Agreement and Senio r DIP Facility as set forth herein; (iii) authorizin g on a final basis the Debtors to en ter into the Fourth Amendment to the Ex isting DIP Credit Agreement; (iv) the waiver of any applicable stay (including under Ru le 6004 of the Bankruptcy Rules) and the provision of immediate effectiveness of this Interim Order, and later as app licable, the Final Order; (v) pu rsuant to Bankruptcy Rule 4001, that an interim hearing (the Interim Hearin g ) on the Motion be held b efore this Court to consider entry o f the In terim Order to (a) auth orize th e Borrower to borrow under the Sen ior DIP Facility D ocuments, o n an interim basis, an amount not to exceed $90,000,000, and use the proceeds of such borrowing in accordance with

381 the Senio r DIP Facility Documents and the Approv ed Budg et, including to refinance and pay in full the outstan ding NM Term Loan Obligations under the Existing DIP Credit Agreement, and (b ) g rant the liens and p riority claims described herein ; (vi) scheduling a final hearin g (the Fin al Hearing ) to consider entry of the Final Order, and in co nnection therewith, giving and prescribing the manner o f n otice of the Final Hearin g on th is Mo tion ; and (vii) granting the Debtors such other and further relief as is just and proper; an d the Co urt having con sidered the Motion, the exhibits attached thereto, the Senior DIP Facility Term Sheet, and the evidence su bmitted or adduced and the argu ments o f coun sel made at the interim hearin g having been held by this Co urt on March, (the Interim Hearing ); and the Declaration of Alan Ho ltz, CRO in support o f the Motion [D.I. 529 ; and all objections, if any, to the relief requested in the Motion having been withdrawn, resolved or ov erruled by the Cou rt; and it appearing to the Court th at g ranting th e relief requ ested is necessary to avoid immed iate and irreparable harm to the Debtors and their estates, and otherwise is fair and reasonable and in the best interests of the Debtors, their estates, and their creditors and eq uity holders, and is essential for the continued operation o f the Debtors business; and th e Debto rs having p ro vided notice of the Motio n and Interim Hearing as set forth in the Motion, an d no other or further notice bein g necessary und er the circumstan ces; and after due deliberation and consideration, and go od and sufficient cause ap pearing therefor; NOW, THEREFORE, IT IS HEREBY FOUND AND CONCLUDED THAT: A. The Debtors are parties to that certain Superpriority Senior Debtor-in-Possession Credit Agreemen t, dated as of October 2, 2017 (as amended, modified and/or supplemented, the Existing DIP Credit Agreement, and the fin ancin g provid ed u nder the Existing DIP Credit Ag reement, the Existin g DIP Facility, and the administrative ag en t for the Existing DIP Facility, th e Existing DIP Agent, and the arrang er for the Existin g DIP Facility, the Ex isting

382 DIP Arrang er, an d the Lenders (as d efin ed in the Existing DIP Credit Agreement) under the Existing DIP Credit Agreement, the Ex isting DIP Lenders ), an d the Existing DIP Lenders an d the other Secured Parties (as defined in the Existing DIP Credit Agreement), the Existin g DIP Secured Parties, and all documents, orders and agreements relating to th e Ex isting DIP Cred it Agreement, to gether with th e DIP Credit Ag reement, the Existin g DIP Facility Docu ments ). The Debtors Obligations (as d efined in the Existing DIP Credit Agreement) under the Existing DIP Credit Agreement include, without limitation, NM Term Loan Obligations an d Roll-Up Loan Obligation s. B. On October 5, 2017, the United States Bank ruptcy Court for the District of Delaware (the Co urt ) entered an Order autho rizing and approvin g on an interim basis, inter alia, the Debtors entry into and performance under the Existing DIP Credit Ag reement and the g ranting of certain liens and adequate protection in connection therewith, all as more fully set forth in such Order [D.I. 7 5], C. On Octo ber 31, 2017, the Court entered the Final Existin g DIP Order, authorin g an d ap proving on a final basis, inter alia, the Debtors entry in to and performance un der the Ex isting DIP Cred it Agreement and th e g ranting of certain liens and adequate protection in connection therewith, all as mo re fully set forth in such Final Existin g DIP Order. D. On Feb ruary 16, 2018, the Court entered an Order [D.I. 461 ] (th e L/C Facility Order ) authorizin g, inter alia, th e Debto rs to enter that certain Letter o f Credit Agreement (as defined in th e L/C Facility Order) an d a corresponding amendment to the Existing DIP Credit Ag reement in co nnection with entry in to the Letter of Credit Agreement. E. The Cou rt s finding s of fact set fo rth in paragraph F of the Final E xisting DIP Ord er (as mod ified hereby) are incorp orated h erein by reference as though set forth in their

383 entirety herein, and co nstitute the Court s findings of fact with respect to the Senio r DIP Facility, th e Senior DIP Secu red Parties, and the relief sought by th e Motio n; provided, that, no twith standin g an ythin g to the con trary herein or in the Final Existing DIP Order, p aragraph F.(v)(c) o f the Fin al DIP Order shall not ap ply to the Senior DIP Facility. T he Court h ereby makes the followin g ad ditional findings with respect to the Sen ior DIP Facility : (i) The proceeds of the Senior DIP Facility shall b e u sed solely as p ro vided in the Senio r DIP Facility Documents, inclu ding, to the extent p ro vided therein, (i) to refinance in full the NM Term Loan Obligation s outstanding under the Existing DIP Facility; (ii) to provide working capital and letters of credit (or cash collateralize Letters o f Cred it issued under the Letter of Credit Agreement and L /C Facility Ord er) fro m time to time to the extent set forth in the Approved Budget; (iii) for other general corporate purposes o f the Debtors to the exten t set forth in the Approved Budget; (iv) to pay fees, costs and expenses incu rred in con nection with the transactions con templated by the Senior DIP Facility Documen ts and other administration costs incurred in connection with th e Cases, in each case in a manner consisten t with the Approved Budget (with respect to clau ses (ii) through (iv) above), the Senior DIP Facility Agreement, and the terms and conditions con tained herein. (ii) The priming of th e DIP Liens (as defined in the Existing Final DIP Ord er, without givin g effect to the amend ments to the Existing Final DIP Order con tained in this Order) (the Existin g DIP Liens ) on the DIP Collateral by th e Senior DIP Liens (as defined below) will enable the Debtors to ob tain th e incremental financing under the Senior DIP Facility that they require to continue to op erate their businesses for the benefit of their estates and cred itors. Th e DIP Collateral u nder the Existing DIP Facility and the Sen ior DIP Facility includes th ose assets defined as Unen cumbered Assets by the Committee in its Standing Motion.

384 (iii) The Existing DIP Secured Parties, b y direction of the Required Lenders under the Existing DIP Facility, consent to su ch primin g liens. Th e Ex isting DIP Secu red Parties have acted in good faith in consenting to the priming of the Existin g DIP Liens by th e Senior DIP L ien s on all DIP Co llateral, and en try of this Interim Order an d the granting of the relief set forth herein, and their relian ce on the assuran ces referred to herein is in good faith. Based upon the foreg oing findings an d co nclusio ns, the Motion and the record before the Court with respect to the Motio n, and goo d an d sufficient cau se app earing therefor, IT IS HEREBY ORDERED that: 1. Motio n Approved. The Motion is granted on an interim b asis in acco rd ance with the terms of th is Interim Order. 2. Ob jections Overruled. All objection s to and reservations of rights with respect to th e Motio n and to the entry of this Interim Order to the extent not withdrawn or reso lved are hereby overruled on the merits in their entirety/ 3. Authorization of the Senio r DIP Facility Documents and Fourth Amen dment. Th e Debto rs are hereby authorized to execute, issue, deliver, enter into, perform under, and adopt, as the case may be, the Sen ior DIP Facility Term Sheet, Senior DIP Facility Agreement and the other Senio r DIP Facility Documents, and th e Fourth Amendment, to be deliv ered pursuant hereto o r thereto o r in connection h erewith o r therewith. The Borrower is hereby authorized to b orro w money un der the Senior DIP Facility Documents (including the Sen ior DIP Facility Term Sheet) an d otherwise in cur Sen ior DIP Ob ligatio ns th ereunder, on an interim basis, and request ex ten sions of credit under the Senior DIP Facility in accordance with the terms o f this Interim Order and the Senior DIP Facility Documents; provided that until entry o f the Final Ord er, th e max imu m princip al amount the Borrower may borrow und er the Sen ior DIP Facility is $9 0,000,000, which amount, for th e avoidan ce of doubt, may increase u pon th e capitalization of PIK Interest.

385 4. Refinancing of NM Term Loan Obligations. The Debtors are hereby au thorized and directed to use th e proceed s of the Senior DIP Facility to, at the in itial clo sing o f the Senior DIP Facility, pay in cash in full the NM Term Loan Obligation s. 5. Sen ior DIP Superprioritv Claim. Notwithstand ing anything in the Final Existin g DIP Order to th e contrary, pursu ant to sectio n 364(c)(1) o f the Bankruptcy Code, all of th e Senior DIP Obligations sh all constitute allowed claims against the Debtors, jointly and severally, with p riority o ver any and all administrative expenses, inclu ding, withou t limitation, th e DIP Sup erprio rity Claim (as defined in the Fin al Existing DIP Order, without giving effect to the modificatio ns to the Final Existing DIP Order set forth in paragraph 8 below) (the Existing DIP Sup erpriority Claim ), an y ad ministrative expense claims o n account of an y postpetition Intercompany Transactions (as defined in the Existing Fin al DIP Order), dimin utio n claims (in cluding all Adequate Protectio n Su perprio rity Claims (as defined in the Existing Fin al DIP Order) and all other claims against the Debtors, now ex isting or hereafter arising, of any kind whatso ever, inclu ding, without limitation, all administrative exp enses of the kind specified in sections 503(b) and 507 (b ) o f the Bankruptcy Code, and over any and all administrative ex pen ses or other claims arising und er sections 105, 326, 328, 330, 33 1, 503(b), 50 6(c), 507 (a), 507(b), 552(b), 726, 11 13, or of the Bank rup tcy Cod e (th e Senior DIP Superpriority Claims ), wh ether or no t such expenses or claims may become secu red b y a judgmen t lien or other n on-co nsensual lien, levy, or attachment, wh ich Senio r DIP Superp riority Claims shall be payable from and h ave recou rse to all prepetition and post-petition property of the Debtors an d their estates and all p roceed s thereof (bu t excluding an y Avoid ance Actions (as d efined in the Final Existing DIP Order)), su bject only to liens secured th ereby and th e Carve-Out.

386 6. Senio r DIP Liens. Effective immediately upon entry of this Interim Order, pursu ant to section s 364(c)(2 ), 3 64(c)(3) and 364 (d ) o f the Bankruptcy Code, and without the necessity of the execution b y the Debtors (or recordation or oth er filing or notice) of security agreemen ts, control ag reements, pledge ag reements, finan cing statements, mo rtgag es, sch ed ules or oth er similar documents, or th e po ssessio n or co ntrol b y the Senior DIP Agent o r any other Senio r DIP Secured Party of any DIP Collateral, the Senior DIP Agen t is hereby granted on an interim b asis, as collateral agent for the Senio r DIP Secured Parties, continuing valid, binding, enforceable, non-avoidable, p riming and au tomatically an d properly perfected post-petition secu rity in terests in and liens (collectively, the Senior DIP Lien s ) on all DIP Collateral. The Debtors shall also, consistent with the Senior DIP Facility Documents, cause the Foreign Guarantors to gran t similar secu rity in terests in and lien s on the D IP Co llateral owned by su ch Foreign Gu arantors, b ut only to the extent the liens in su ch Foreign Guarantors assets were pro perly perfected pursuant to the Prepetition First Lien Credit Agreement. 7. Con tinued Effectiveness of Final Existing DIP Order and L/C Facility Order. Ex cept as otherwise exp ressly provided herein, and subject to the modifications to the Final Existing DIP Order set forth in p aragrap h 8 below, all provisions o f the Fin al Existing DIP Ord er remain in fu ll force and effect. In addition, all provisions of the L/C Facility Order remain in full force and effect, and con sistent with the Letter o f Cred it Agreement and L/C Facility Order, the DIP Collateral secu ring th e Sen ior DIP Facility that consists o f p roceed s of the cash collateral under the Letter of Cred it Agreement and L/C Facility Order shall also be limited to springing lien rights in such proceed s under the Letter of Credit Agreement and L/C Facility Order.

387 Immediately u pon the release of any cash collateral by Citizen (as defined in the L/C Facility Order), such cash and any deposit account in which such cash is deposited shall au tomatically be subject to the perfected first priority security interest and lien in favor of the Senior DIP Agen t and shall co nstitute DIP Collateral for all purposes under the Senio r DIP Facility Documen ts and th is Interim Ord er. In th e event of any conflict between the terms of the Existing DIP Order or L/C Facility Order on the one hand and th is Interim Order on the other hand, the terms of this Interim Order shall control. 8. Mod ifications to Final Existing DIP Order. Immediately upon entry hereof, the Final Existing DIP Order shall be deemed modified as follows: (a) Defined Terms. As used in the Fin al Existing DIP Order: (i) the defined term Arranger shall be deemed to inclu de both the Ex isting DIP Arranger and the Senior DIP Arranger, or eith er of them, as the context requires; (ii) the defin ed term DIP Agent shall be d eemed to include bo th the Existin g DIP Agent and the Senior DIP Agent, o r either of them, as the context requires; (iii) the defined term DIP Facility shall be deemed to in clude both the Existing DIP Facility and th e Senior DIP Facility, or either of them, as th e context requ ires; (iv) the defined term DIP Facility Agreement sh all be deemed to inclu de b oth the E xisting DIP Facility Agreement and the Senior DIP Facility Agreement, or either of them, as the context requires; (v) the defined term DIP Facility Documents shall be deemed to include both the Existing DIP Facility Documents and the Sen ior DIP Facility Docu ments, or either o f them, as the context requires; provided, that, for the av oidance o f d oubt, the reference to DIP Facility Do cuments in p aragraph 5(a) sh all be deemed to refer only to th e Existing DIP Facility Docu ments. (vi) the defined term DIP Lenders shall be deemed to include both the Existing DIP Lenders and the Senior DIP Lenders, or either of them, as the context requires;

388 (vii) the defined term DIP Liens shall inclu de the DIP Liens (as defined in the Final Existing DIP Order, withou t giving effect to the modifications to the Final Existing DIP Order set forth in this paragrap h [8]) (th e Existing DIP Liens ) and the Senior DIP Lien s, or either of them, as the con tex t req uires (and fo r the avo idance of do ubt, the Senior DIP Liens shall be sen ior to and sep arate from Existing DIP Liens in accordance with paragraph 7 (c) below); (viii) the defined term DIP Obligatio ns shall be deemed to include both the Existing DIP Obligations an d the Senior DIP Obligation s, or either of them, as the con text req uires (and fo r the avo idance of do ubt, the Senior DIP Obligations shall be senior to and separate from the Existing DIP Obligations, the NM Term Loan Obligations and the Ro llup Ob ligations); (ix) the defined term DIP Secured Parties shall be deemed to include both the Existing DIP Secured Parties and the Senio r DIP Secured Parties, or eith er of them, as the context requires; (x) the defined term DIP Superpriority Claim shall be deemed to include both the Existing DIP Superpriority Claim and the Senior DIP Superpriority Claim, or either of them, as the context requires (and fo r the avoidance of do ubt, the Senior DIP Sup erpriority Claims shall be senior to an d separate from Existin g DIP Superpriority Claims in accordan ce with paragraph 7(b) below); and (xi) the defined terms Borrower, Domestic Guaranto r, Fo reig n Guarantor, Guarantor and Loan Parties shall be deemed to in clude the Borrower, Domestic Guarantors, Foreign Gu arantors, Gu arantors and L oan Parties, respectively; (xii) an y defined terms that are assign ed the mean ings set fo rth in the Existing DIP Facility Documents that are also defined terms in the Senior DIP Facility Documen ts shall be deemed to includ e the terms as defined in b oth do cumen ts, or eith er of th em, as the context requires. (xiii) The direct and indirect foreign sub sidiaries of th e Borrower and the Domestic Guarantors that are also gu arantors u nder the Senior DIP Facility Documents are referred to herein as the Foreign Guarantors and each, a Foreign Gu arantor, and, collectively with the Domestic Guarantors, Ho lding s, and any Special Purpose Receivables Subsidiary (as defin ed in the Prepetition First Lien Credit Agreement), the Guaran tors. The Company and th e Gu arantors are referred to herein as the Loan Parties.

389 (b) Priority of Senio r DIP Su perprio rity Claims. Notwithstanding anything to the co ntrary herein o r in the Final Existing DIP Order (includin g, with out limitation, p aragraph 10 th ereof), the Senio r DIP Su perprio rity Claims shall be immediately sen ior in p riority to the Existing DIP Superpriority Claims, and shall be pay able from and hav e reco urse to all prepetition and po st-petition prop erty of the Deb tors and th eir estates and all proceeds th ereof (but excluding any Avoidance Action s (as defined in th e Final Ex isting DIP Order), subject on ly to liens secured thereby and the Carve-Out. (c) Priority of Senior DIP Liens. Notwithstanding any thing to th e contrary herein or in the Fin al Existing DIP Ord er (includ ing, without limitatio n, paragraph 16 thereof), the Sen ior DIP Lien s shall b e immediately senior in priority to the Existin g DIP Liens. Accordin gly, and for the avoidance of dou bt, the Senior DIP L iens shall be junior o nly to the Carve-Out and those liens id entified in p aragrap h 13(a) o f the Existing Final DIP Order, and senior to all o ther liens. (d) Use of Pro ceed s. Notwithstand ing anything to the contrary herein or in th e Final Ex isting DIP Order (including parag raphs F(v)(iii) and 9 thereof), th e proceed s of the Senior DIP Facility shall be used so lely as provided in th e Senior DIP Facility Agreement, including, to the ex tent provided therein, (i) to refinance in fu ll th e NM Term Loan Oblig ations o utstand ing un der the Ex isting DIP Facility; (ii) to provide working cap ital and letters of cred it (or cash co llateralize Letters of Credit issu ed under the Letter o f Cred it Agreement and L/C Facility Order) from time to time to th e extent set forth in the Approved Budget; (iii) for other gen eral corporate p urposes of th e Debto rs to th e extent set forth in the Approved Budget; (iv ) to pay fees, costs and expenses incurred in connection with the tran sactions contemplated by the Senior DIP Facility Documents an d other admin istratio n co sts incu rred in con nection with the Cases, in each case in a manner consistent with the Approved Bu dget (with respect to clauses (ii) through (iv) abo ve), the Senior DIP Facility Agreemen t, and the terms and con ditions contain ed h erein.

390 9. Binding Effect of Interim Order. Immediately upon entry by the Court (notwithstand ing any applicable law o r rule to the contrary) of this Interim Order and Closing, the terms and provisions of this In terim Order and the Final Existing DIP Order (su bject to th e modificatio ns set forth h erein and the terms hereof), inclu ding the liens granted herein and therein shall become valid and binding upon and inure to th e benefit of the Debtors, the DIP Secu red Parties, the Prepetition Secured Parties (as d efined in the Existing Final DIP Order), the Prepetition Receivables Facility Agent (as defined in the Existing Fin al DIP Order), all other creditors of the Debtors, the Official Committee of Unsecured Creditors (the Committee ) or any other court app ointed committee appointed in the Cases, th e Office of the United States Trustee (the U. S. Trustee ) and all other parties in interest and their respective successors and assigns, including any trustee or other fiduciary hereafter appointed in the Cases, any Successor Case (as defined in the Existing Final DIP Order), or up on dismissal of the Cases or any Successor Case. 10. Interim Order Co ntrols. This Interim Order shall constitute th is Court s find ings o f fact and conclusions of law based upo n the record of these Cases an d the record developed at the Interim Hearin g an d shall u pon its entry by this Court tak e effect and be fully en fo rceab le. There shall be no stay of execu tion or effectiveness of this Interim Order, notwithstanding anything to the contrary in the Bankruptcy Rules or other applicable law; any app licable stay is hereby waived. In the event of any inconsistency between the terms and conditions of the Senior DIP Facility Documen ts and this Interim Ord er, th e prov isio ns of this Interim Order shall govern an d co ntrol. In the event of any inconsistency between the terms and conditions of this Interim Order and the Existing Fin al DIP Order, this Interim Order shall gov ern and contro l.

391 1 1. Surv ival. The provisions of this Interim Order an d an y actions taken pu rsuan t hereto shall survive entry of any order which may b e entered: (a) approving and sale of sub stantially all of th e Debto rs assets or co nfirmin g an y plan of reorgan ization in the Cases; (b) converting an y of the Cases to a case under ch apter 7 o f the Bankruptcy Code; (c) d ismissing the Cases o r any Successor Case; or (d) pursuant to which the Court abstains from h earing the Cases or any Successor Case. Th e terms an d provisions o f this Interim Order, includin g the claims, liens, security interests and other p ro tections granted to the Prepetition Secured Parties and the DIP Secured Parties pursuant to this Interim Order, the Final Existing DIP Order, the Existing DIP Facility Documents, the Sen ior DIP Facility Docu ments and/or the Prepetition Loan Documen ts (other than as modified h ereby), notwithstan ding the entry of any such order, shall continue in the Cases, in any Successor Case, or following dismissal of th e Cases or any Successor Case, and shall maintain their priority as provid ed b y this Finaf Order until all DIP A. Obligations and all Prepetition First L ien Oblig ations h ave been paid in fu ll. 12. Final Hearing. The Fin al Hearing to consid er entry of th e Final Order and approval of th e Sen ior DIP Facility on a final basis is scheduled for March at [2]:[00] [p].m. (ET) before the h onorable Kev in J. Carey, United States Bankruptcy Judge, Courtroom 5, at the United States Ban kruptcy Court for the District of Delaware, 824 North Mark et Street, Wilmington, Delaware Notice o f Final Hearing. Within three (3) Business Days of the date of entry o f this Interim Order, the Debtors shall serve, by United States mail, first-class postag e prepaid, a copy of th e Motio n an d this Interim Order upon: (i) the Office of the United States Tru stee for

392 the District o f Delaware; (ii) the United States Attorney for the District o f D elaware; (iii) counsel each of to th e Committee; (iv) counsel to th e DIP Lenders; (v) cou nsel to Jefferies Finan ce LLC, as administrative agen t under that certain Credit Agreement d ated as o f June 28, 20 13; (vi) counsel to Wilming ton Trust, National Association, as administrative agen t under that certain Superpriority Senior Debtor-in-Possession Credit Agreement; (vii) U.S. Bank National Association, as agent un der that certain Indenture dated as of November 19, 2013; (viii) coun sel to the ad ho c g rou p of Second Lien Notehold ers; (ix) the Intern al Revenue Service; (x) the Securities and Ex chang e Commission; and (xi) any party that has requested notice p ursuant to Bankruptcy Rule Objection Deadline. Objections, if any, to the relief sought in the Motion shall be in writing, shall set fo rth with particu larity th e grou nds for such ob jections o r o ther statement of po sition, shall be filed with the clerk of the Court, and perso nally served upon: (a) counsel to th e Debto rs and Debtors-in-Possession, (b) the U.S. Trustee; (c) counsel to the Official Co mmittee of Unsecu red Creditors; (d) counsel to th e Ex isting DIP Lenders and Senior DIP Lenders; (e) co unsel to the DIP Agent; (f) counsel to th e Prepetition Second Lien Parties; and (g) counsel to the Prepetition Seco nd Lien Trustee, so that such objections are filed with the Cou rt an d received by said parties on or before 4 :00 p. m. (ET) on March 21, with resp ect to en try of the Final Order. 15. Retention of Jurisdiction. The Co urt shall retain jurisdiction to en fo rce this In terim Order according to its terms to the fullest extent permitted by applicable law Wilmingto n, Delaware Dated: The Honorable Kevin J. Carey Un ited States Bankruptcy Judge

393 E XHIBIT A Senio r DIP Facility Term Sheet $100 Million Sen ior Secured Deb tor-in -Possession Credit Facility Summary of Terms an d Co nditions Certain fu nds and acco unts manag ed b y Franklin Advisers, In c. as the Backstop Party referred to below commit to

394 p ro vide $100 million in Sen ior DIP Loans (as d efined belo w) under a Sen ior DIP Facility (as defined belo w) to be made av ailab le to Appv ion, Inc., a Delaware corpo ration, on the terms and conditions set forth in this summary of terms and conditions (the Senior DIP Facility Term Sh eet ). This Senior DIP Facility Term Sh eet do es not pu rp ort to summarize all the terms, con ditions, representations and other provisions with respect to th e transaction s referred to herein, which will be set forth in the Senior DIP Facility Documents (as defined below). Bo rrower: Appv ion, Inc., a Delaware corpo ration (the Compan y ), as a debtor and debtor- in-possession in a case (the Comp any s Case ) un der chapter 11 of th e United States Bankruptcy Code (the Bankruptcy Code ) currently b eing admin istered under Case No (KJC) in the United States Bankruptcy Court for th e District of Delaware (the Bankruptcy Court ). Guaranto rs: The obligations of the Co mpany un der the Senior DIP Facility an d all obligatio ns of the Company, will b e g uaranteed by Pap erweight Dev elo pment Corp., a Wisconsin corporation ( Holdings ) an d all of th e Comp any s direct and indirect wholly owned subsidiaries that currently are or are required to be guarantors under the Existing DIP Credit Agreement (as defined below) (collectively, the Guarantors ), each of which is a deb tor and a debtor-in- possession in cases (together with the Company s Case, the Cases ) under chapter 11 of the Bankruptcy Code filed contemporaneously and jointly administered with the Company s Case. The Company and the Guarantors are referred to herein as Loan Parties or Debtors and each, a Loan Party or Deb tor. PDC Capital Corporatio n and any foreign sub sidiary (oth er th an subsid iaries organ ized under the laws of Canada or any province thereo f) are referred to herein as the Excluded Entities. For the avoidance of doubt, the Excluded Entities shall not co nstitute Loan Parties. The date o f commencemen t of the Cases (October 1, 20 17) is referred to herein as the Petition Date. Senior DIP The Senior DIP Lenders (collectively, the Senior DIP Lenders ) under that Lenders: certain Superpriority Senior Debtor-in-Po ssessio n Credit Ag reement, d ated as o f Octob er 2, (as amended, modified and/or su pplemented, the Existin g DIP Credit Agreemen t ), by an d among the Loan Parties, the administrative agent party thereto, the arranger party thereto, and the Senior DIP Lenders party thereto.3 Backstop Party: Certain funds and accounts managed by Franklin Advisers, Inc. (collectively, the Backstop Party or Majority Lend er ). Senior DIP Agent: Wilmin gton Trust, N.A. as administrative agent fo r the Senior DIP Len ders (in such cap acity, the Senior DIP Agent ). Sole Lead PJT Partners LP (the Arranger ). Arrang er: Senior DIP A maximum amo unt of $1 00 millio n in the agg regate of Senior DIP Loans and Facility : oth er financial accommodations, plus PIK In terest (as defined in Annex A), as follows: Term Loan Facility: A senior secured superp riority n on-amortizing U.S. d ollar denominated term loan facility in an aggreg ate principal amount of up to $100 million (th e Senior DIP Facility ; the loans made thereunder, the Senior DIP Loans ) p lus PIK Interest. The Senio r DIP Loans may b e d rawn in multiple installments, with up to $90 million o f the Senio r DIP Loans available upo n en try of the Interim Order (as defined below) an d the remaining $10 million available upo n en try of the Final Order (as defined belo w), in each case, subject to the Approved Bu dget (as defined below) an d minimum funding requirements consistent with the E xisting DIP Facility. The Backstop Party will make reallocations o f its commitment to fu nd the Senior DIP Lo ans to allo w the Roll-Up Lenders, other than the Backstop Party, to acquire commitments between the date of the en try of the Interim Order and the date of the entry of the Fin al Order in p ro portion to th eir Ap plicable Percentages and o therwise on th e terms and co nditions set forth in the Senior DIP Facility Documents (as d efin ed b elow) consistent with the process used for the reallo catio n of NM Commitmen ts un der the Ex isting DIP Facility. 3 Capitalized terms used h erein without defin itio n have the mean ings given to them in the Existing DIP Credit Agreement.

395 Senior DIP Senior DIP Obligations means all advances to, and debts, liabilities, Oblig ations: obligations, co ven ants and duties of, any Loan Party arising un der th is Sen ior DIP Facility Term Sheet, any Sen ior DIP Lo an Do cu ment (includ ing the Secu red Hedge Agreemen ts) or otherwise with respect to any Senior DIP Loan, wheth er direct or ind irect (in clu ding those acq uired by assumptio n), ab solute o r contingent, due or to become due, now existing or hereafter arising an d includ ing interest, PIK Interest and fees b y or against any Lo an Party or any Affiliate th ereof that accrue after th e commencement of an y proceedin g under any Debtor Relief Laws naming such Person as the debto r in such proceed ing, regardless of whether such interest and fees are allowed claims in such proceeding. Notwithstanding the foregoing, Senior DIP Obligations shall not include any Ex cluded Hed ge Ob ligations. Termin ation Date: Same as Existing DIP Facility (after giving effect to the Fou rth Amendment). The Company shall pay the Senior DIP Obligation s in full on the Termination Date. Use of Proceeds: For workin g capital and general corporate purposes o f the Loan Parties and their subsidiaries co nsisten t with the Bud get, includ ing to refinance in full in cash on the Closing Date (as defined below) the NM Term Lo ans outstan ding u nder the Existing DIP Facility as of the date of the entry of th e Interim Order, and to pay fees, costs and expenses incurred in connection with the tran sactions contemplated hereby and other ad ministration costs incu rred in conn ection with the Cases.

396 Senior DIP Facility The Senior DIP Facility will be documen ted in a credit an d guarantee agreement Docu ments: an d shall b e secured pursuant to a collateral agreemen t. The documents referred to in the p reced ing sentence, togeth er with this Senior DIP Facility Senior DIP Facility Term Sheet and th e Interim Order and Final Order, are referred to as the Senior DIP Facility Documents. The Senior DIP Facility Documents shall reflect the terms and prov isions set forth in this Senior DIP Facility Term Sheet an d shall otherwise be substantially consistent with the documentatio n governing the Existing DIP Facility (the definitive documentation for th e Existin g DIP Facility (the Existin g DIP Facility Documents ), as mod ified in the manner set forth above, is referred to herein as the Documentation Principles ). In terest Rates an d As set forth on Annex A attached hereto. Fees: Optional Comp any may, upon at least 1 business day s n otice fo r Base Rate Loans and 3 Prepayments: b usiness day s notice for Eurodollar Rate Lo an s an d at the end of any applicable interest period (or at other times with the pay ment of applicable breakag e costs), prepay in full or in part, the Senior DIP Loans; provid ed that (a) any repayment or prepayment of all or any portion of the prin cip al amount of the Senio r DIP Loans, wheth er at maturity, upon acceleration, upo n refinancing or replacement of th e Senior DIP Lo an s or upon any optio nal or mandatory p repayment of the Senior DIP Loans, in each case shall be accomp an ied by an exit fee equal to 1.50 % of the ag gregate princip al amount o f such Senior DIP Loans so repaid o r p repaid, as the case may be and (b) each su ch p artial prepayment shall b e in a minimum ag gregate amou nt consistent with the Existing DIP Credit Agreemen t. Mandatory Same as Existing DIP Facility. Prepayments: Waterfall: All p ayments in resp ect of the Senior DIP Facility, whether from optional prepayments, mandatory prepayments, upon acceleration o r o therwise, an d whether or not an Event of Default h as occurred, will be app lied as follo ws: (i) First, ratably, to payment o f fees, indemnities, exp enses and other amounts payable to the Senior DIP Agent; (ii) Seco nd, ratab ly, to pay ment of fees, indemn ities, expenses, and o ther amounts (not otherwise addressed belo w) p ayable to the Senior DIP Lenders; (iii) Third, ratab ly, to the accrued interest and outstanding principal on the Senior DIP Loans; (iv) Fourth, ratably, to an y remaining obligations under the Senior DIP Facility; and (v) Last, the balance, if any, after all of the obligations under the Senior DIP Facility have been paid in full, to the Company or as otherwise required by law.

397 Collateral/Priming The Obligations of the Co mpany un der the Senior DIP Facility and the Liens/Su per Obligation s of each Guaran tor in respect of its guarantee of all of th e foregoin g, Priority sh all, at all times: Ad ministrative(a) pu rsuant to section 364(c)(1) of the Bankruptcy Code, be entitled to claim a u s superpriority ad min istrative expense claim status in the Case of such Loan Party :(the DIP Superpriority Claims ), subject only to existing liens secured by the prepetition and po st-petition property o f the Debtors and their estates and all proceeds th ereof (exclud ing any Avoidance Actio ns (as defined in the Fin al E xisting DIP Order) and the Carve-Out; (b) pu rsuan t to Section 36 4(c)(2) of the Bankrup tcy Cod e, b e secured by a perfected first priority security interest and lien on the Collateral securing the oblig ations u nder the Existing DIP Facility (the DIP Collateral ) to the ex tent such Collateral is not sub ject to valid, perfected and non-avoidable lien s permitted under the Existing DIP Loan Documents or Prepetition First Lien Credit Agreement as of the Petition Date, subject o nly to the Carve-Out; (c) subject to the immediately following clause (d), pursuant to Section 364(c)(3) o f the Bankruptcy Code, be secured b y a junio r p erfected security interest and lien o n the DIP Collateral of each Loan Party, to the extent that su ch DIP Co llateral is sub ject to Permitted Prior Senior Prepetition Liens and /or the liens of Domtar referen ced in paragrap h 14(c) of the Final Existing DIP Order, subject as to prio rity to such liens in favor of such th ird parties and the Carve-Out; and (d) pu rsuan t to Section 364(d)(1) o f the Bankruptcy Code, be secu red by a p erfected first priority priming secu rity in terest and lien on the Collateral of each Lo an Party (the Priming L ien s ) to the extent that such Co llateral is su bject to existing liens that secure the obligations of the applicable Loan Party under (i) the Existing DIP Facility Documents and Final Existing DIP Order, (ii) the Prepetition First L ien Documents, or (iii) the Prepetition Second Lien Documen ts (the liens described in clauses (i) throug h (iii), collectively, the Primed Liens ). The Priming L ien s (x) shall b e senior in all respects to the interests in such property of (i) th e lend ers u nder the Existing DIP Facility Documents an d the oth er secured parties referred to therein (the Ex isting DIP Cred it Agreement Primed Parties ), (ii) the Prepetition First Lien Lenders under the Prepetition First Lien Documents and the other secured parties referred to therein (the Prepetitio n First Lien Credit Agreemen t Primed Parties ), and (iii) the holders of Second Lien Notes and the o ther secured parties under the Prepetition Second Lien Docu ments and related security agreements (the Second Lien Notes Primed Parties ), and (y) shall also be senior to an y liens granted to provide adequate protection in respect of any of the Primed Liens. All of the liens described abo ve shall be effective and perfected upon en try of the Interim Order. Carve-Out: Same as Existing DIP Facility and th e Final Financing O rder. Adequate Same as Existin g DIP Facility and the Final Financing Order. Protection :

398 Conditions The initial extension of credit (the Closing ; th e date on which the Closing Precedent to th e occurs, th e Closing Date ) under the Senior DIP Facility shall be sub ject to the Initial Extension of satisfactio n (or waiver) of the following conditio ns precedent amo ng others (and Credit: the cond itio ns set forth u nder Conditions Precedent to Each Senior DIP Loan b elo w): (i) The Senior DIP Len ders shall have received a co py of this Senior DIP Facility Term Sheet fully executed by each of the Loan Parties, the Senio r DIP Agent and the Senior DIP Lenders. (ii) Not later than March 9, (or such later date as the Required Lenders may agree), the Required Lenders shall have received a signed copy o f an o rder of the Bank ru ptcy Co urt in form and substan ce satisfactory to the Required Lenders (the Interim Order ), autho rizing and approvin g the making of the Senior DIP Loans in th e amo unts consistent with those set forth in the DIP Facility section abo ve, and the granting o f the superpriority claims and lien s and oth er liens referred to abo ve u nder the heading Security and Priority, wh ich Interim Order shall n ot have been v acated, reversed, modified, amended or stayed. (iii) Not later than March 9, 2018 (or such later date as the Required Lenders may agree), th e Ban kruptcy Court shall have entered an order approv ing th e Fourth Amendment, which order shall no t have been v acated, reversed, mo dified, amended or stayed. (iv ) No t later than March 9, 2018 (o r such later d ate as the Required Lenders may agree), the Bankrup tcy Cou rt shall have entered the Bid Procedures Ord er (as defined below), which order shall n ot have been vacated, rev ersed, modified, amended or stay ed. (v ) No trustee or examiner hav ing expanded po wers sh all have been appo inted with respect to the Loan Parties, an y of their sub sidiaries or th eir respective properties. (vi) All reason able and documented out-of-pocket costs, fees, exp enses (includin g, with out limitation, reasonable and documented attorneys an d financial ad visors fees an d ex pen ses) and other co mpensatio n contemplated by the Sen ior DIP Facility Docu ments o r o therwise required to be paid to the Senior DIP Agent, the Arranger and the Senior DIP Lenders on or before the Closing shall have been paid. (vii) The Req uired Len ders shall have received and be reason ably satisfied with (i) monthly projections for the 12 months after the Closing Date, effective as of December 25, 2017, dated as of a d ate not more th an 3 business days prior to the Closing Date and in a form customary for DIP budgets, and (ii) a cash flow forecast for th e 13-week period ending after th e Closing Date dated as of a date not mo re than 3 business days prio r to the Closing Date (the Approved Budget ).

399 (viii) The Requ ired L enders sh all be satisfied in its reasonable ju dgment that there shall no t occu r as a result of, and after giving effect to, the initial extensio n of credit under the DIP Facility, a d efault (or any event which with the givin g of notice or lapse of time or both would be a defau lt) under any of th e Loan Parties or their respective subsidiaries material d eb t instruments and other material ag reements which (i) in the case of the Loan Parties material d ebt instru ments and other material ag reements, would permit the counterparty thereto to ex ercise remed ies thereu nder o n a postp etition basis or (ii) in the case o f any other subsidiary, would, individually or in the aggregate, reasonably be ex pected to have a Material Adverse Effect (as defined below). (ix) The Required Lenders sh all have received customary closing deliverables consistent with the Ex isting DIP Cred it Agreement as the Req uired Len ders may requ est. (x) There shall exist no unstayed action, suit, investigation, litigation or p ro ceed ing pending or (to the knowledge of th e Loan Parties) threatened in an y court or before any arbitrator or governmental instrumentality (other than the Cases) that could reasonably be expected to have a Material Adverse Effect. The pendency of the Co mmittee s Stand ing Motion and filing of the Prop osed Co mplain t, in substantially the form attached to the Co mmittee s Stand ing Motion, do not constitute Material Adverse Effects. (xi) All necessary go vernmental and third party co nsents and approv als necessary in con nection with the DIP Facility and the transactions contemplated th ereby shall have b een ob tained (withou t the imposition of any ad verse conditions that are no t reason ably acceptable to the Senior DIP Agent and th e Req uired Len ders) and shall remain in effect; an d no law or regulatio n shall b e applicable in the ju dgment o f the Senio r DIP Agent and th e Required Lenders that restrains, prevents o r imposes materially adverse con ditions upo n the DIP Facility or the transactions con templated th ereby. (xii) Each Sen ior DIP Lender who has requested th e same at least 5 business days prior to the Closing Date shall have received know yo ur cu stomer an d similar information at least 2 b usiness day s prior to the Closing Date. (xiii) The co llateral agent, fo r the ben efit of the Senior DIP Lenders, shall h ave the v alid and perfected liens pursuant to the Interim Order or Final Order on the secu rity in terests in th e Collateral of the Loan Parties co ntemplated b y the Security and Priority section above. (xiv) The NM Term Loans shall have been repaid (o r substantially concurrently with Closing shall be repaid) to the exten t provided under Senior DIP Facility abov e, and the Senior DIP Agent shall have receiv ed reasonably satisfactory ev idence of th e foregoin g. Co nditions Any ex ten sion of credit resulting in the aggregate p rincipal amoun t of Senior Precedent to Senior DIP Loans mad e un der the Senior DIP Facility exceeding $90 million shall be DIP Loan in Excess subject to the satisfaction (o r waiver) of the follo wing condition s precedent of $9 0 Million : among others (and the conditions set fo rth under Cond itio ns Preced ent to the Initial Exten sion o f Cred it above an d Condition s Precedent to Each Senio r DIP Loan below):

400 (i) Th e Senior DIP Facility Documents (x ) shall reflect th e terms an d provisions set forth in this Senior DIP Facility Term Sh eet and shall oth erwise be consistent with th e do cumentation governing the Existing DIP Credit Ag reement, and (y) sh all have been execu ted an d delivered by each p arty thereto. (ii) Not later than March 29, (or such later date as the Required Lenders may agree), th e Required Lenders shall have received a sign ed cop y of the Final Order, wh ich Final Order shall not hav e b een vacated, reversed, modified, amended or stayed. Final Order means a final DIP o rd er of th e Ban kruptcy Court authorizin g the Senior DIP Facility in substantially the form of the Interim Order, with only such modification s as are satisfactory to the Required Lenders. (iii) T he Senior DIP Agen t shall hav e receiv ed customary closing deliv erables consistent with the Existin g DIP Credit Agreemen t not delivered at o r p rior to th e Closing. (iv) Th e Sen ior DIP Agent shall h ave received (or, on a po st-closin g basis shall receive) endorsements (to the extent such endorsements can be delivered prior to Closing after the exercise of commercially reasonab le efforts) naming the Senior DIP Agent, on behalf of the Sen ior DIP Lenders, as an additional insured and loss pay ee, as applicable, und er all insurance po licies req uired to be main tained with resp ect to the Collateral p ursuant to the terms of th e Senior DIP Facility Documents. Con ditio ns On the fun ding d ate of each Senior DIP Loan, (i) immediately prio r to, and after Preceden t to Each giv ing effect to, such funding or issuance, there shall exist no d efault u nder the Loan: Sen ior DIP Facility Do cu ments, (ii) the representation s and warranties of the Loan Parties therein shall be true and correct in all material respects (or in the case of representations and warranties with a materiality qualifier, true and correct in all respects) immediately p rior to, and after givin g effect to, su ch fun ding or issuance, (iii) th e mak ing of su ch Senior DIP Loan shall n ot violate an y requ iremen t of law and shall not be enjoined, tempo rarily, prelimin arily or permanently, (iv ) the making of such Senior DIP Loan sh all not result in the agg regate outstandings under the Senior DIP Facility exceeding th e amo unt auth orized by the Interim Order or the Final Order, as applicable (excluding PIK Interest), and (v) th e Interim Ord er or Final Order, as the case may b e, shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed in any respect. Represen tations Same as Existin g DIP Facility, and Warranties: Affirmativ e Same as Existing DIP Facility, su bject to th e following add itio n: Covenan ts: (i) Th e Comp any and its subsidiaries shall o btain th e prio r written consen t of the Required L end ers before enterin g into any ag reement or modificatio n of or supplement to any existin g agreement with th e Un ited Steelwo rk ers of America or any affiliate or representative th ereof.

401 Case Milestones: The case milesto nes under Existing DIP Facility sh all be replaced with the following: (i) The Loan Parties shall achieve each of the mileston es set forth below in accordance with the applicable timin g referred to below (or such later dates as ap proved in writing by the Required Lenders (as defined below)): (a) Not later than February 7, 201 8, the Debtors shall file with the Bank rup tcy Cou rt a motion for an order, in form and su bstance satisfactory to th e Senior DIP Agent and the Requ ired Lend ers, approv ing th e p rocedures for submission of comp eting bids with resp ect to the sale of substantially all assets of the Lo an Parties (the Sale and such order, the Bid Proced ures Order ), wh ich shall prov ide, among other thin gs, that the Senior DIP Agent or its design ee, which may include a new co mpany to be formed or a sub-agen t to b e designated on behalf of the Secured Parties (th e Stalking Horse ), shall be the stalking horse bidder with respect thereto. (b) Not later than March 9, 2018, the Bankrup tcy Cou rt shall h ave entered the Bid Procedures Ord er. (c) No t later than April 23, 201 8, if at least one qualified competing bid is received in addition to th e Stalking Horse bid, an auction ( Au ction ), shall be held to determine th e winning bidder for the Sale (the Winnin g Bidder ). (d) Not later than April 25, 2018, a hearing shall b e held on approval of th e Sale, and not later th an April 26, 2 018, the Bankruptcy Court shall en ter an order, in form an d substance satisfactory to the Senior DIP Agent and the Required Lenders (the Sale Order ), ap pro ving the Sale to the Winning Bid der (with such order to prov ide for (a) the sale of the assets free and clear of liens, claims and liabilities other than those the Winning Bidder has expressly chosen to assume, (b) if the Winning Bidder is the Stalking Horse, repayment of th e entire principal amount plus interest of the Senior DIP Loans at the closing of the Sale as provided by th e Stalking Horse purchase agreemen t (unless otherwise ag reed in acco rdance with the terms of th e Senior DIP Facility Documents) and (c) if the Winning Bidder is no t the Stalking Horse, repayment of the entire principal amo unt plus in terest of the Senior DIP Loans and the Roll-Up Loans tog ether with all other Senior DIP Obligations ou tstanding und er th e Senior DIP Facility Documents and the Existing DIP Facility Documents (unless o therwise agreed in accordance with the terms thereof); (e) Not later than May 30, 2018, the closing of the Sale shall occur, all obligations in respect to the Senior DIP Loans (including principal and interest thereon) shall be repaid in full in cash, and if the Winning Bidder is not the Stalking Horse, all obligation s in respect of the Senior DIP Loans and the Roll-Up Loans (including p rincipal and interest thereon) to gether with all o ther o blig ations o utstanding un der th e Senior DIP Facility

402 Do cuments and the Existing DIP Facility Documents shall b e repaid in fu ll in cash. Negativ e Same as Existing DIP Facility. Covenan ts: Budget Compliance Same as Existing DIP Facility excep t that the o blig ations o f the Loan Parties and Rep orting: under Section 6.14(a) of the Existing DIP Credit Agreement are revised in connection with the Senior DIP Facility as follows: The Approved Budget shall be updated, modified or supplemented (with the consent and/or at the req uest of the Requ ired Lend ers) from time to time, b ut in any event not less than on a bi-weekly b asis, and such u pdate, modification or sup plement sh all be in form and detail consistent with the prior Appro ved Budg et (with th e d elivery to th e Sen ior DIP Ag ent being made on alternating Thursd ays). Notwithstanding anything to the contrary, the Required Lenders may approve all, n one or only a portion of such update, modification or su pplement to the Approved Budget for any period cov ered by such update, modification or supplement as determined by the Required Lenders in th eir reasonable sole discretion; prov ided, however, once any p eriod or an y portio n of an Approved Budget has been approved it may not later be rejected, modified or supplemented by the Requ ired Lenders o r Senior DIP Agen t. Upon app rov al of each such update, modificatio n or supplement to the Approved Budget or portion th ereof by th e Req uired Len ders in their reasonable sole discretio n, the Approv ed Budget as so updated, modified or su pplemented shall then become th e App ro ved Bud get fo r all purposes h ereunder an d under the Final DIP Order. No su ch u pdate, modification or sup plement to an y Approved Budget or po rtion thereof shall be effective until so approved. App rov al of such update, modification or supplemen t or portion thereof shall be evidenced by a writin g delivered (wh ich may be throu gh electronic tran smission) b y the Required Lenders (which may be by their counsel or finan cial adv isors on their behalves). In the event that any update, modification or sup plement to an y Approved Budget or po rtion thereof is not approved, the existing Approved Budget, without giving effect to such u pdate, modification or sup plement to the extent no t approved, shall remain in effect. Each update, mo dification or supplement to an Approved Budget delivered to the Senior DIP Agent shall be accompan ied by su ch supporting documentation as reasonably requested by the Senior DIP Lenders. The Borrower shall deliver to the Senior DIP Agent and PJT Partners LP on or before 11:59 p.m. (New York time) on T hursday of each week (unless such day is not a busin ess day, in wh ich event the next succeeding business day): (i) a compliance certificate, in form an d substance satisfactory to the Senior DIP Agent and the Required Lenders, sig ned by a responsib le officer certifying that no default or even t of default has occurred and is contin uing o r, if such a default or event of default has occurred, specifying the nature and exten t thereo f and any corrective action taken or proposed to be taken with resp ect th ereto, (ii) a conso lidated accoun ts payable aging report as o f the Friday of the p rior week, (iii) a b udget variance report, (iv) copies o f any notices received in con nection with the Second L ien Notes and (v) such other information as may be reasonably requ ested by the Sen ior DIP Ag ent or the Senior DIP Lenders. Each o f the fo regoing shall be in form and d etail reasonably satisfactory to the Senio r DIP Agent and th e Required Lenders.

403 Fin ancial Same as Existing DIP Facility. Covenan ts: Financial Same as Existing DIP Facility. Repo rting Req uirements: Other Reporting Same as Existin g DIP Facility. Requirements: Events o f Default: Same as Existing DIP Facility, p ro vided that (i) the cure period for any default in the observance or perfo rmance of th e covenant analogo us to Section 6.14 (Approved Budget; Ad ditional Reporting) of the Existin g DIP Credit Agreemen t shall be fiv e d ays and (ii) an y default in the observan ce or perfo rmance of the two new cov enants described under Affirmative Covenants or Case Milestones above shall con stitute an immed iate Even t of Default. Expenses and Th e Comp any and each Guarantor shall jointly and severally pay or reimburse Indemn ification: the Senio r DIP Agent and the Senior DIP Lend ers for all reasonable and documented out-of-pocket costs and expenses incurred by the Senior DIP Agent and the Back stop Party (including reasonable an d documented fees an d expenses of PJT Partners LP under the PJT Letter Agreement, O Melven y & Myers LLP and Richards Layton & Finger, P.A.) in connection with (i) the preparation, negotiation and execution of the Senior DIP Facility Documen ts; (ii) the syndication and funding of the Sen ior DIP Lo ans; (iii) the creation, perfection or protection of the liens under the Senio r DIP Facility Documents (including all search, filing and recording fees); and (iv) th e on -g oing administration o f the Senior DIP Facility Documents (including the preparation, negotiation and execution of an y amendments, co nsents, waiv ers, assignments, restatements or supplements thereto) and the Cases, in each case, su bject to customary review p erio ds. The Co mpany and each Guarantor furth er agrees to join tly and severally p ay o r reimburse the Senior DIP Agent and each of the Senior DIP Lenders for all actu al and documented out-of-p ock et costs and expenses (including actual and do cumented fees and expenses of professional adviso rs to the Backstop Party (including PJT Partners LP under the PJT Letter Agreement, O Melveny & Myers LLP, and Richards Layton & Finger, P.A.), incurred by the Senior DIP Agent or such Senior DIP Lenders in connection with (i) th e enforcemen t of the Senior DIP Facility Do cuments; (ii) an y refinancing or restru ctu ring of the Senior DIP Facility in th e n atu re of a wo rk -o ut ; and (iii) any legal proceeding relating to o r arising out of the Senior DIP Facility or the other transactions contemplated by the Senior DIP Facility Documents, including the Cases, in each case, subject to cu stomary review periods. T he Senior DIP Facility Documents will con tain customary indemn ification provision s (including coverage of environmental liabilities) by the Compan y an d each Guaran tor (join tly and severally) in favor of th e Senior DIP Agen t, the Arran ger, each Senior DIP Len der, and each of their resp ectiv e affiliates and the respective officers, d irectors, employ ees, agents, advisors, atto rn eys and representatives o f each of them, in each case consistent with th e Ex isting DIP Cred it Agreement and th e PJT Letter Agreement.

404 Required Lenders: Senior DIP Lenders holding g reater than 50.0% of the o utstand ing commitments and/or exp osure under the Senior DIP Facility (th e Required Lenders ); provid ed that, upo n the occu rrence o f an event of default, the Required Lenders under the Senior DIP Facility shall have the right to enforce remedies with resp ect to the Senior DIP Facility, subject to certain exceptions. Amendments: Requ ired L end ers, excep t for amendments cu stomarily requ iring approv al by affected Senio r DIP Lenders. Exit Facility : The Senior DIP Loans shall be converted into an exit facility (the Exit Facility ) fo r the Stalk ing Horse sho uld the Stalking Horse become the Successful Bidd er with a maturity date that shall be five (5) years after the closing of the Sale to the Stalking Horse an d subject to other terms acceptable to the Requ ired Lend ers. The Exit Facility will be backstop ped by the Backstop Party, an d Senio r DIP Lenders will hav e a pro rata opportu nity to participate in p ro portion to th eir pro rata shares of the Senior DIP Loans. Amendment to On or prio r to the Closing Date, the Loan Parties, the Required Lenders under Existing DIP Credit the Existing DIP Credit Agreement and the Senior DIP Agent u nder the Existing Agreement: DIP Credit Agreement shall enter into a fourth amendment to the Existin g DIP Credit Agreemen t in form and substan ce acceptable to the p arties thereto (the Fourth Amendment ), which shall ach iev e the followin g: (i) mo dify Article VI and Article VIII thereof consistent with the provisions set forth in Affirmative Covenants, Case Milestones, Bud get Compliance an d Reporting, an d Ev en ts of Default, (ii) the Required Lenders un der th e Ex isting DIP Cred it Agreement shall waive any mandatory prepayment in excess of the outstanding obligations in respect o f the NM Term Loans, (iii) the Required Lenders un der the Ex isting DIP Cred it Agreement shall waive defaults ex isting as a resu lt of th e Comp any s failure to deliver an Approved Budget prio r to the Closin g Date and the resu ltin g failure to comply with an Approved Bu dget, any defau lt arisin g under Section 8.01(o)(vii) as a result o f the Loan Parties filing a mo tion seekin g the Bank rup tcy Cou rt s ap proval of the sale of substantially all assets o f the Loan Parties to the Stalking Horse o n terms and condition s acceptable to the Required Lenders, an y failure to comply with the Existing DIP Facility Documents solely as a result of the entry into the Senior DIP Facility Documents and the entry of the Interim Order or Final Order in connection therewith, and any failure to comp ly with reporting requirements in connection with the foregoing and (iv) the Exit Fee sh all not b e payable so long as the exit fee under the Senio r DIP Facility is app roved in th e Final Order. Miscellaneous: The Senior DIP Facility Documen ts will inclu de (i) waivers of consequential damages and jury trial, an d (ii) agen cy, set-o ff and sharin g language, in each case consistent with the Existing DIP Credit Agreement. Governing Law State of New Yo rk (and, to the extent applicable, the Bankruptcy Code). and Submission to Exclusive

405 Jurisdiction:

406 IN WITNESS WHEREOF, the parties hereto hav e caused this Senior DIP Facility Term Sheet to be executed as of the date first set forth above. COMPANY: APPVION, INC. By: Name: Title: HOLDINGS: PAPERWEIGHT DEVELOPMENT CORP. By: Name: Title: GUARANTORS: APPVION RECEIVABLES FUNDING I LLC By: Name: Title: APVN HOLDIN GS LLC By: Name: Title: APPVION CANADA, LTD. By: Name: Title: FRANKLIN TEMPLETON SERIES II FUNDS - FRANKLIN UPPER TIER FLOATING RATE FUND - - CONFIDENTIAL CONFIDENTIAL CONFIDENTIAL

407 SENIOR DIP AGENT: WILMINGTON TRUST, NATIONAL ASSOCIATION By: Name: Title: By : mar Franklin Advisers, Inc., its investment lager By: Name: Title:

408 SENIOR DIP AGENT: WILMINGTON TRUST, NATIONAL ASSOCIATION By: Name: Title: LENDERS: FRANKLIN INVESTORS SECURITIES TRUST FRANKLIN FLOATING RATE DAILY ACCESS FUND FRANKLIN FLOATING RATE MASTER TRUST FRANKLIN FLOATING RATE MASTER SERIES FRANKLIN TEMPLETON SERIES II FUNDS - FRANKLIN FLOATING RATE II FUND KANSAS PUBLIC EMPLOYEES RETIREMENT SYSTEM FRANKLIN FLOATING RATE MASTER TRUST FRANKLIN LOWER TIER FLOATING RATE FUND FRANKLIN FLOATING RATE MASTER TRUST FRANKLIN MIDDLE TIER FLOATING RATE FUND

409 CONFIDENTIAL ANNEX A $100 Million Senior Secured Debtor-In-Possession Credit Facility Interest Rates An d Certain Fees Interest Rates: Loans will bear interest, at the option o f the Compan y, at the same rates ap plicable to NM Term Loans und er the Existin g DIP Facility, provided th at solely u pon th e written election of th e Backstop Party (wh ich may be termin ated o r revoked by the Backsto p Party any time upo n the occu rrence o f an Ev ent of Default under the Senior DIP Facility Documen ts but no later than three (3) busin ess days prior to the applicable interest paymen t date) substantially in a fo rm accep table to the Senior DIP Agen t and deliv ered to the Company and the Sen ior DIP Agent at least five (5 ) b usin ess days prior to such interest paymen t date (a PIK Election ), the interest payable to the Backstop Party on such interest payment date may be paid in k ind by increasin g the principal amount of the Senior DIP Loans in an amount equal to the accrued interest payable on such interest payment date (the PIK Interest ). Default Interest: Same as E xisting DIP Facility. Unused Same as Existing DIP Facility. Commitmen t Fee: Upfront Fee: The Company shall pay, for the account of each Senior DIP Lender in respect of the Senior DIP Facility, an upfront fee eq ual to 2. 0% of such Senior DIP Lender s pro rata share of the Incremental New Money Co mmitments, such fee earn ed to accrue interest beginn ing on the Closin g Date and b e d ue and p ayable on the Terminatio n Date. The Incremental New Money Commitments mean s commitments to make Senior DIP Loans under the Sen ior DIP Facility in an aggreg ate equal to $15 million. Backstop Fee: Th e Comp any shall p ay, for the acco unt of the Backstop Party, a non-refun dable backstop fee in the amoun t of 2.675% of the Applicable Percen tages (as determined under the Existing DIP Credit Agreement) o f all Roll-Up Lenders other than th e Backstop Party an d its affiliates of the In cremental New Mo ney Commitment un der the Senior DIP Facility, such fee earn ed to accrue interest begin ning o n the Closin g Date and b e and d ue and pay able on the Termination Date. Arranger Fee: None. Exit Fee The Co mpany sh all pay, upon an y repaymen t or prep ayment of all o r any p ortion o f the principal amount of the Loans, whether at maturity, upon acceleration, u pon refinan cing or rep lacement o f the Loan s or upon an y optional or mandatory prepayment of the Loans, an exit fee eq ual to 1. 50% of the aggregate principal amount of such Loans so repaid or prepaid, as the case may be.