0000892712-20-000012 Sample Contracts

Contract
Patent Security Agreement • January 10th, 2020 • School Specialty Inc • Wholesale-durable goods

The liens and security interests securing the obligations as evidenced hereby are subject to the provisions of the Third Lien Intercreditor Agreement dated as of January 6, 2020 (as amended or modified from time to time), by and among TCW Asset Management Company LLC, as Term Loan Agent, Bank of America, N.A., as Revolving Loan Agent, and U.S. Bank National Association, as Third Lien Agent, and acknowledged by the Obligor and other Grantors. In the event of any conflict between the terms of the Third Lien Intercreditor Agreement and the terms of this agreement, the terms of the Third Lien Intercreditor Agreement shall govern and control.

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THIRD LIEN INTERCREDITOR AGREEMENT
Third Lien Intercreditor Agreement • January 10th, 2020 • School Specialty Inc • Wholesale-durable goods • New York

This THIRD LIEN INTERCREDITOR AGREEMENT (this "Agreement") is dated as of January 6, 2020, and entered into by and between (i) TCW ASSET MANAGEMENT COMPANY LLC, as collateral agent for the Term Loan Claimholders (as defined below) (including its successors and assigns in such capacity from time to time, the "Term Loan Agent"), (ii) BANK OF AMERICA, N.A., in its capacity as administrative agent for the Revolving Loan Claimholders (as defined below) (including its successors and assigns in such capacity from time to time, including any person designated as such pursuant to a Refinancing of the initial Revolving Loan Agreement, the "Revolving Agent") and (iii) U.S. Bank National Association, in its capacity as collateral agent for the Third Lien Claimholders (as defined below) (including its successors and assigns in such capacity from time to time, "Third Lien Agent").

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