INTERCREDITOR AGREEMENT

EXHIBIT A – Form of Intercreditor Agreement Joinder

EXHIBIT B – Form of Lien Sharing and Priority Confirmation Joinder

This INTERCREDITOR AGREEMENT is dated as of September 30, 2009, and is by and among ACCO BRANDS CORPORATION, a Delaware corporation (“ Holdings ”), the other GRANTORS  from time to time party hereto, DEUTSCHE BANK AG NEW YORK BRANCH (in its individual capacity, and any successor corporation thereto by merger, consolidation or otherwise, “ DBNY ”), as collateral agent under the ABL Debt Documents (as defined below) (in such capacity and together with its successors and assigns in such capacity, the “ Original ABL Agent ”), and U.S. BANK NATIONAL ASSOCIATION (in its individual capacity, and any successor corporation thereto by merger, consolidation or otherwise, “ U.S. Bank ”) as collateral trustee under the Indenture (as defined below).  Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in Section 1.01 below.

WHEREAS, Holdings and certain of the Grantors have entered into an ABL Credit Agreement, which provides for a $175,000,000 revolving credit facility to Holdings, certain of the other Grantors and other subsidiaries of Holdings, which revolving credit facility may be increased by the Incremental Commitments under (and as defined in) the ABL Credit Agreement;

WHEREAS, pursuant to the various ABL Debt Documents, (i) Holdings, other Grantors and other subsidiaries of Holdings have provided guarantees for the ABL Debt Obligations and (ii) Holdings, other Grantors and other subsidiaries of Holdings have provided security for the ABL Debt Obligations;

WHEREAS, Holdings has entered into an Indenture, dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “ Indenture ”), among Holdings, as issuer, the Grantors, as guarantors, and U.S. Bank, as trustee (in such capacity and together with its successors and assigns in such capacity, the “ Original Noteholder Collateral Trustee ”), pursuant to which senior secured notes shall be issued by Holdings on the date hereof in an aggregate original principal amount of $460,000,000;

WHEREAS, pursuant to the various Indenture Priority Lien Documents, (i) Holdings and the other Grantors have provided guarantees for the Indenture Priority Lien Obligations and (ii) Holdings and the other Grantors have provided security for the Indenture Priority Lien Obligations;

WHEREAS, Holdings and the other Grantors intend to secure the ABL Debt Obligations under the ABL Credit Agreement and any other ABL Debt Documents (including any Permitted Replacement thereof) with a first priority lien on the ABL First Lien Collateral and a second priority lien on the Noteholder First Lien Collateral; and

WHEREAS, Holdings and the other Grantors intend to secure the Indenture Priority Lien Obligations under the Indenture and any other Indenture Priority Lien Documents (including any Permitted Replacement thereof) with a first priority lien on the Noteholder First Lien Collateral and a second priority lien on the ABL First Lien Collateral.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the ABL Agent (for itself and on behalf of the ABL Secured Parties), the

Noteholder Collateral Trustee (for itself and on behalf of the Indenture Priority Lien Secured Parties and the Additional Priority Lien Secured Parties, if any), Holdings and the other Grantors party hereto agree as follows:

SECTION 1.01           Construction; Certain Defined Terms.

(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.”  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, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein,” “hereof and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, 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 and (vi) the term “or” is not exclusive.

(b)         All terms used in this Agreement that are defined in Article 1, 8 or 9 of the New York UCC (whether capitalized herein or not) and not otherwise defined herein have the meanings assigned to them in Article 1, 8 or 9 of the New York UCC.  If a term is defined in Article 9 of the New York UCC and another Article of the UCC, such term shall have the meaning assigned to it in Article 9 of the New York UCC.

(c)         Unless otherwise set forth herein, all references herein to the Noteholder Collateral Trustee shall be deemed to refer to the Noteholder Collateral Trustee in its capacity as collateral trustee under the Noteholder Collateral Trust Agreement.

(d)         As used in this Agreement, the following terms have the meanings specified below:

“ ABL Agent ” means the Original ABL Agent, and, from and after the date of execution and delivery of an ABL Substitute Facility, the agent, collateral agent, trustee or other representative of the lenders or holders of the indebtedness and other Obligations evidenced thereunder or governed thereby, in each case, together with its successors in such capacity.

“ ABL Credit Agreement ” means the Syndicated Facility Agreement – ABL Revolving Agreement, dated as of the date hereof, among Holdings, certain of the other Grantors and other subsidiaries of Holdings, as borrowers, ABL Lenders and DBNY, as administrative agent, as amended, restated, adjusted, waived, renewed, extended, supplemented or otherwise modified from time to time and any credit agreement, loan agreement, note agreement, promissory note, indenture or any other agreement or instrument evidencing or governing the terms of any ABL Substitute Facility.

 “ ABL Debt ” means

(a)         Indebtedness outstanding under the ABL Credit Agreement on the date hereof or incurred from time to time after the date hereof under the ABL Credit Agreement; and

(b)         additional Indebtedness (including letters of credit and reimbursement obligations with respect thereto) of Holdings or any Restricted Subsidiary secured by senior Liens on ABL Facility Collateral and junior Liens on Noteholder Collateral (or, with respect to Foreign Subsidiaries, secured by Liens on assets of such Foreign Subsidiaries that would constitute ABL Facility Collateral if owned by Holdings or any Guarantor); provided , in the case of any additional Indebtedness referred to in this clause (b), that:

(i)                 on or before the date on which such additional Indebtedness is incurred by Holdings  or such Restricted Subsidiary, as applicable, such additional Indebtedness is designated by Holdings, in an Officers’ Certificate delivered to the Noteholder Collateral Trustee, as “ABL Debt” for purposes of the Priority Lien Documents; provided , that such Indebtedness may not be designated as both ABL Debt and Priority Lien Debt; and

(ii)                 the collateral agent or other representative with respect to such Indebtedness, the ABL Agent, the Noteholder Collateral Trustee, Holdings and each applicable Grantor have duly executed and delivered this Agreement (or an Intercreditor Agreement, Lien Sharing and Priority Confirmation Joinder or a new intercreditor agreement substantially similar to this Agreement, as in effect on the date hereof, and in a form reasonably acceptable to each of the parties hereto).

Notwithstanding the foregoing, if the aggregate principal amount of Indebtedness (excluding Indebtedness representing Hedging Obligations and Indebtedness in respect of cash management services and treasury management services) constituting principal outstanding under the ABL Credit Agreement and the other ABL Debt Documents or any ABL Substitute Facility (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the application of the net proceeds therefrom and with letters of credit or bankers’ acceptances issued under the ABL Credit Agreement and the other ABL Debt Documents being deemed to have a principal amount equal to the face amount thereof) exceeds the ABL Lien Cap, then only that portion of such Indebtedness and such aggregate face amount of letters of credit and bankers’ acceptances equal to the ABL Lien Cap shall be included in ABL Debt and interest, fees, expenses and indemnification obligations with respect to such Indebtedness and letters of credit and bankers’

acceptances shall only constitute ABL Debt Obligations to the extent related to Indebtedness and the face amounts of letters of credit and bankers’ acceptances included in ABL Debt.

“ ABL Debt Documents ” means the ABL Credit Agreement and any notes, guarantees, collateral documents and instruments and agreements executed in connection therewith (other than any such documents that do not secure ABL Debt Obligations).

“ ABL Debt Obligations ” means ABL Debt and all other Obligations in connection with the ABL Credit Agreement, including:

(a)         additional Obligations of Holdings or any Restricted Subsidiary relating to any cash management services or treasury management services provided to Holdings or any Restricted Subsidiary by any ABL Lender or lender of any indebtedness under any ABL Substitute Facility or Affiliate thereof even if the respective ABL Lender or holder or lender of any indebtedness under any ABL Substitute Facility subsequently ceases to be an ABL Lender ABL Lender or holder or lender of any indebtedness under any ABL Substitute Facility (together with successors and assigns); and

(b)         Hedging Obligations of Holdings or any Restricted Subsidiary relating to hedging agreements with any ABL Lender, or lender of any indebtedness under any ABL Substitute Facility or Affiliate thereof even if the respective ABL Lender or holder or lender of any indebtedness under any ABL Substitute Facility subsequently ceases to be an ABL Lender or holder or lender of any indebtedness under any ABL Substitute Facility (together with successors and assigns).

“ ABL Facility Collateral ” means all assets and properties subject to Liens created by the ABL Security Documents to secure the ABL Debt Obligations.

“ ABL First Lien Collateral ” means all present and future right, title and interest of Holdings and the Grantors in and to the following, whether now owned or hereafter acquired, existing or arising, and wherever located:

(a)         Accounts and payment intangibles, including tax refunds, but excluding payment intangibles that constitute identifiable proceeds of Noteholder First Lien Collateral;

(b)         inventory and all Indebtedness owed to Holdings or any of its subsidiaries that arises from cash advances to enable the obligor thereof to acquire inventory;

(c)         deposit accounts, commodity accounts, securities accounts and all lock-boxes at any bank, including all money and certificated securities, uncertificated securities, securities entitlements and investment property or other assets credited thereto or deposited therein (including all cash, cash equivalents, marketable securities and other funds held in or on deposit in any such deposit account, commodity account or securities account but excluding all equity interests owned by Holdings or the Grantors), instruments, including intercompany notes (subject to the proviso in clause (e) below), chattel paper and all cash and cash equivalents, including cash and cash equivalents securing letters of credit or other ABL Debt Obligations;

(d)         general intangibles, chattel paper or instruments pertaining to the other items of property included within clauses (a), (b), (c), (e), (f) and (g) of this definition;

(e)         all indebtedness of Holdings and any of its subsidiaries that is owing to Holdings or any Grantor provided that ABL First Lien Collateral shall not include intercompany indebtedness from Foreign Subsidiaries owed to Holdings or any Grantor up to an aggregate amount of $30,000,000;

(f)          books and records, documents and related letters of credit and commercial tort claims or other claims and causes of action, in each case, to the extent related primarily to any of the foregoing; and

(g)         all substitutions, replacements, accessions, products, supporting obligations and proceeds (including, without limitation, insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) of all or any of the foregoing;

except to the extent that any item of property included in clauses (a) through (g) constitutes an Excluded Asset and provided that in no case shall any item included in clauses (a) through (g) include any identifiable cash proceeds in respect of Noteholder First Lien Collateral or any Net Proceeds from a sale, lease, conveyance or other disposition of any Noteholder First Lien Collateral to the extent that such item includes identifiable cash proceeds in respect of Noteholder First Lien Collateral or any Net Proceeds from a sale of Noteholder First Lien Collateral that have been (or should have been) deposited in the Collateral Proceeds Account in accordance with the terms of the Indenture, until such time as such Net Proceeds are released therefrom in accordance with the terms of the Indenture.

“ ABL Lenders ” means the lenders from time to time party to the ABL Credit Agreement.

 “ ABL Lien Cap ” means, as of any date of determination, the sum of (x) $225,000,000 and (y) to the extent the ABL Credit Agreement as entered into on the date hereof is amended, modified, renewed, refunded, replaced, restated, restructured, or refinanced after the date hereof, the fees and transaction costs in connection therewith.

 “ ABL Liens ” means Liens on the ABL Facility Collateral created under the ABL Security Documents to secure the ABL Debt Obligations (including Liens on such Collateral under the security documents associated with any ABL Substitute Facility).

“ ABL Secured Parties ” means (i) the “Secured Parties” as such term is defined in the ABL Credit Agreement in effect as of the date hereof and (ii) any term with substantially the same meaning under any ABL Substitute Facility.

“ ABL Security Documents ” means the ABL Credit Agreement (insofar as the same grants a Lien on the Collateral), each Lien Sharing and Priority Confirmation Joinder and all security agreements, pledge agreements, collateral assignments, collateral agency agreements, debentures, control agreements or other grants or transfers for security executed and delivered by Holdings or any Grantor creating (or purporting to create) a Lien upon Collateral in favor of the ABL Agent, in each case, as amended, modified, renewed, restated or replaced, in whole or in

part, from time to time, in accordance with its terms and the provisions of the Indenture (including any such documents or instruments associated with any ABL Substitute Facility).

 “ ABL Substitute Facility ” means any facility with respect to which the requirements contained in Section 2.10(a) of this Agreement have been satisfied and that Replaces the ABL Credit Agreement then in existence.  For the avoidance of doubt, no ABL Substitute Facility shall be required to be a revolving or asset-based loan facility and may be a facility evidenced or governed by a credit agreement, loan agreement, note agreement, promissory note, indenture or any other agreement or instrument; provided that any ABL Lien securing such ABL Substitute Facility shall be subject to the terms of this Agreement for all purposes (including the lien priorities as set forth herein as of the date hereof).

“ Account ” shall mean, without duplication, (i) an account, (ii) any and all supporting obligations in respect thereof and (iii) any right to payment of a monetary obligation, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, or (b) for services rendered or to be rendered.

“ Additional Interest ” means all special interest then owing pursuant to the Registration Rights Agreement.

 “ Additional Priority Lien Debt Documents ” means the Additional Priority Lien Debt Facility and the Additional Priority Lien Security Documents.

“ Additional Priority Lien Debt Facility ” means one or more debt facilities, commercial paper facilities or indentures for which the requirements of Section 2.10(b) of this Agreement have been satisfied, in each case with banks, other lenders or trustees, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, notes or other borrowings, in each case, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced or refinanced in whole or in part from time to time in accordance with each applicable Secured Document; provided that neither the ABL Credit Agreement nor any ABL Substitute Facility shall constitute an Additional Priority Lien Debt Facility at any time.

“ Additional Priority Lien Debt Obligations ” means, with respect to any Grantor, any obligations of such Grantor owed to any Additional Priority Lien Secured Party (or any of its Affiliates) in respect of the Additional Priority Lien Debt Documents.

“ Additional Priority Lien Secured Parties ” means, at any time, the Noteholder Collateral Trustee, the trustee, agent or other representative of the holders of any Series of Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Additional Priority Lien Debt Document and each other holder of, or obligee in respect of, any holder or lender pursuant to any Series of Priority Lien Debt outstanding at such time; provided that the Indenture Priority Lien Secured Parties shall not be deemed Additional Priority Lien Secured Parties.

“ Additional Priority Lien Security Documents ” means all collateral trust agreements, security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, control agreements, guarantees, notes and any other documents or instruments now existing or entered into after the date hereof that create Liens on any assets or properties of any Grantor or any of its subsidiaries to secure any Obligations of the Grantors owed thereunder to any Additional Priority Lien Secured Parties.

“ Additional Secured Debt ” has the meaning assigned to that term in Section 2.10(b).

“ Administrative Agent ” means Deutsche Bank AG New York Branch, in its capacity as Administrative Agent under the ABL Credit Agreement, and its successors in such capacity, and any agent, trustee or other representative representing holders or lenders under any ABL Substitute Facility.

“ Affiliate ” of any specified Person means (a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (b) any executive officer or director of such specified Person.  For purposes of this definition, “ control ,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.  For purposes of this definition, the terms “ controlling ,” “ controlled by ” and “ under common control with ” shall have correlative meanings.

“ Bankruptcy Code ” means Title 11 of the United States Code.

“ Board of Directors ” means (a) with respect to a corporation, the board of directors of the corporation; (b) with respect to a partnership, the board of directors of the general partner of the partnership or of the partnership; and (c) with respect to any other Person, the board or committee of such Person serving a similar function.

 “ Capital Stock ” means (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

 “ Capitalized Lease Obligations ” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“ Class ” means every Series of Priority Lien Debt, taken together.

“ Collateral ” means all of the assets and property of any Grantor, whether real, personal or mixed, constituting the ABL Facility Collateral and the Noteholder Collateral.

“ Collateral Proceeds Account ” means a segregated account or accounts held by or under the control of the Noteholder Collateral Trustee or its agent to secure all Priority Lien Obligations pursuant to arrangements reasonably satisfactory to the Noteholder Collateral Trustee.

“ Contingent Obligations ” means with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds:

(a)           for the purchase or payment of any such primary obligation; or

(b)           to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) 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 against loss in respect thereof.

“ Credit Facilities ” means one or more debt facilities (including, without limitation, the ABL Credit Agreement), commercial paper facilities, note purchase agreements or indentures, in each case with banks, other lenders or trustees, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, notes or other borrowings, in each case, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced or refinanced in whole or in part from time to time.

“ Discharge of ABL Debt Obligations ” means, with respect to any particular ABL Debt Obligations, the occurrence of all of the following:

(a)         termination or expiration of all commitments to extend credit that would constitute ABL Debt;

(b)         payment in full in cash of the principal of and interest, fees and premium (if any) on all ABL Debt (other than any undrawn letters of credit), other than from the proceeds of an incurrence of ABL Debt;

(c)         (i) cash collateralization (at the percentage of the aggregate undrawn amount required for release of liens under the terms of the applicable ABL Debt Document) or other discharge satisfactory to the issuing lender thereof of all outstanding letters of credit

constituting ABL Debt Obligations and (ii) the termination or expiration of all commitments to issue letters of credit that would constitute ABL Debt Obligations; and

(d)         payment in full in cash of all other ABL Debt Obligations that are outstanding and unpaid at the time the ABL Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

“ Discharge of Priority Lien Obligations ” means, with respect to any particular Priority Lien Obligations, the occurrence of all of the following:

(a)         termination or expiration of all commitments to extend credit that would constitute Priority Lien Debt;

(b)         payment in full in cash of the principal of, and interest and premium, if any, and Additional Interest, if any, on all Priority Lien Debt (other than any undrawn letters of credit), other than from the proceeds of an incurrence of Priority Lien Debt;

(c)         discharge or cash collateralization (at the lower of (x) 105% of the aggregate undrawn amount and (y) the percentage of the aggregate undrawn amount required for release of liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt; and

(d)         payment in full in cash of all other Priority Lien Obligations that are outstanding and unpaid at the time the Priority Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

“ Discharge of Senior Secured Debt Obligations ” means, (a) in respect of the Priority Lien Obligations, the Discharge of the Priority Lien Obligations, and (b) in respect of the ABL Debt Obligations, the Discharge of the ABL Debt Obligations; provided that the Discharge of Senior Secured Debt Obligations shall not be deemed to have occurred in connection with a Replacement as contemplated by Section 2.10(a).

“ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person, or

(3) is redeemable at the option of the holder thereof, in whole or in part, in each case prior to 91 days after the maturity date of the Indenture Notes; provided , however , that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be

deemed to be Disqualified Stock; provided , further , however , that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided , further , that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the issuer to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale (each as defined in the ABL Credit Agreement and the Indenture, in each case, as of the date hereof) will not constitute Disqualified Stock if the terms of such Capital Stock provide that the issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the Indenture.

“ Domestic Subsidiary ” means any Restricted Subsidiary of Holdings other than a Restricted Subsidiary that is (a) a “controlled foreign corporation” under Section 957 of the Internal Revenue Code or (b) a Subsidiary of any such controlled foreign corporation.

“ Equally and Ratably ” means, in reference to sharing of Liens or proceeds thereof as between holders of any Priority Lien Obligations within the same Class, that such Liens or proceeds:

(a)         will be allocated and distributed to the Secured Debt Representative for each outstanding Series of Priority Lien Debt within that Class, for the account of the holders of such Series of Secured Debt, ratably in proportion to the principal of, and interest and premium (if any) and Additional Interest (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit) on, each outstanding Series of Priority Lien Debt within that Class when the allocation or distribution is made, and thereafter; and

(b)         will be allocated and distributed (if any remain after payment in full of all of the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit), on all outstanding Priority Lien Obligations within that Class) to the Secured Debt Representative for each outstanding Series of Priority Lien Debt within that Class, for the account of the holders of any remaining Priority Lien Obligations, as the case may be, within that Class, ratably in proportion to the aggregate unpaid amount of such remaining Priority Lien Obligations within that Class due and demanded (with written notice to the Secured Debt Representative) prior to the date such distribution is made.

“ Event of Default ” means an “Event of Default” under and as defined in the ABL Credit Agreement, the Indenture or any Additional Priority Lien Debt Documents, as the context may require.

“ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

 “ Excluded Assets ” means each of the following:

(a)         all interests in real property other than:

(i)                 fee interests if the greater of the cost or the book value of such fee interest is more than $2,000,000; and

(ii)                 leasehold interests in real property contemplated to be used by Holdings or the applicable Grantor for any material manufacturing operations, in each case, as designated as such by Holdings to the Noteholder Collateral Trustee in writing (except in cases where Holdings and the Grantors have been unable to obtain the consent of the landlord of such leased property to the granting of a Lien on such leasehold interests after using commercially reasonable efforts to do so).

(b)         any property or asset to the extent that the grant of a Lien under the Security Documents in such property or asset is prohibited by applicable law or requires any consent of any governmental authority not obtained pursuant to applicable law; provided that such property or asset shall be an Excluded Asset only to the extent and for so long as the consequences specified above shall result and shall cease to be an Excluded Asset and shall become subject to the Lien granted under the Security Documents, immediately and automatically, at such time as such consequences shall no longer result;

(c)         any lease, license, contract, property right or agreement to which Holdings or any Grantor is a party or any of its rights or interests thereunder only to the extent and only for so long as the grant of a Lien under the Security Documents shall constitute or result in a breach, termination or default under or requires any consent not obtained under any such lease, license, contract, agreement or property right (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that such lease, license, contract, property right or agreement shall be an Excluded Asset only to the extent and for so long as the consequences specified above shall result and shall cease to be an Excluded Asset and shall become subject to the Lien granted under the Security Documents, immediately and automatically, at such time as such consequences will no longer result;

(d)         Equity Interests in ACCO Brands Receivables Funding LLC, so long as such entity is a Receivables Subsidiary;

(e)         Equity Interests or other securities of any subsidiary of Holdings (other than ACCO Brands Europe Holding LP) to the extent the pledge of such Equity Interests or other securities would require Holdings to file separate financial statements with the SEC with respect to such subsidiary pursuant to Rule 3-16 of Regulation S-X under the Securities Act, as in effect from time to time; provided that in the event that Rule 3-16 of Regulation S-X under the

Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) all of such subsidiary’s Equity Interests or other securities to be pledged to secure the Priority Lien Obligations without the filing with the SEC of separate financial statements of such subsidiary, then all of the Equity Interests and other securities of such subsidiary shall automatically be deemed to be part of the Noteholder Collateral (and the Priority Lien Security Documents shall be amended to reflect such inclusion in the Noteholder Collateral);

(f)          any amount of Voting Equity Interests of any Foreign Subsidiary exceeding, and only to the extent that such Voting Equity Interests exceed, 65% of the total Voting Equity Interests of such Foreign Subsidiary held by Holdings or any Grantor;

(g)         the Equity Interests of any Foreign Subsidiary other than (A) ACCO Mexicana S.A. de C.V., ACCO Brands Canada Inc. and ACCO Brands Europe Holding LP; and (B) any Foreign Subsidiary directly owned by Holdings or any Grantor if the product of that Foreign Subsidiary’s EBITDA for the preceding fiscal year times 7.0 exceeds $42,500,000, such determination to be made annually at the conclusion of the audit of Holdings’s annual financial statements, in each case subject to clauses (e) and (f) above; and

(h)         certain other items agreed by the parties and as more fully set forth in the Priority Lien Security Documents.

“ Excluded Subsidiary ” means:

(1)           ACCO Brands Receivables Funding LLC; and

(2)           any Foreign Subsidiary.

“ Fair Market Value ” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

“ Foreign Subsidiary ” means any Restricted Subsidiary of Holdings other than a Domestic Subsidiary.

“ Grantors ” means

(1)           each direct or indirect Domestic Subsidiary of Holdings on the date hereof (other than any Excluded Subsidiary on the date hereof); and

(2)           any other Restricted Subsidiary of Holdings on the date hereof that executes a Guarantee of the Indenture Notes pursuant to the Indenture from time to time in accordance with the provisions of the Indenture.

(3)           their respective successors and assigns until released from their obligations under the Security Documents pursuant to the Indenture and the ABL Credit Agreement.

“ Guarantee ” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

“ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under:

(a)         currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(b)         other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates and/or commodity prices.

“ Holders of Priority Lien Debt ” means (a) the Holders under and as defined in the Indenture, (b) the holders or lenders pursuant to any Series of Priority Lien Debt and (c) the holders or lenders of any indebtedness under any Noteholder Substitute Facility.

“ Indebtedness ” means, with respect to any specified Person, without duplication:

(a)         any indebtedness of such Person, without duplication, whether or not contingent, (i) in respect of borrowed money, (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without duplication, reimbursement agreements in respect thereof), excluding letters of credit securing obligations other than obligations described in subclauses (i), (ii), (v) and (vi) of this clause (a) and entered into in the ordinary course of business of such Person, to the extent such letters of credit are not drawn upon, or, if drawn upon, to the extent such drawing is reimbursed no later than the fifth (5th) Business Day following receipt by such Person of a demand for reimbursement, (iii) in respect of bankers’ acceptances, (iv) representing the deferred balance and unpaid purchase price of any property, except any such balance that constitutes an accrued expense or trade payable or similar obligation to a trade creditor and excluding any such balance or unpaid purchase price to the extent that it is either required to be or at the option of such Person may be satisfied solely through the issuance of Equity Interests of Holdings that are not Disqualified Stock, (v) in respect of Capitalized Lease Obligations, or (vi) representing any Hedging Obligations, other than Hedging Obligations that are incurred in the normal course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder, if and to the extent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(b)         to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another

Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business);

(c)         to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however , that the amount of such Indebtedness will be the lesser of: (i) the Fair Market Value of such asset at such date of determination, and (ii) the amount of such Indebtedness of such other Person; and

(d)         to the extent not otherwise included, with respect to Holdings and its Restricted Subsidiaries, the amount then outstanding (i.e., advanced, and received by, and available for use by, Holdings or any of its Restricted Subsidiaries) under any Receivables Financing (as set forth in the books and records of Holdings or any Restricted Subsidiary and confirmed by the agent, Trustee or other representative of the institution or group providing such Receivables Financing);

provided , however , that notwithstanding the foregoing, Indebtedness shall be deemed not to include (i) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money or (ii) Obligations under or in respect of Qualified Receivables Financing.

“ Indenture ” has the meaning set forth in the recitals hereto.

“ Indenture Noteholder Security Documents ” means the Indenture (insofar as the same grants a Lien on the Collateral), the Noteholder Collateral Trust Agreement, each Lien Sharing and Priority Confirmation Joinder and all security agreements, pledge agreements, collateral assignments, collateral agency agreements, debentures, control agreements or other grants or transfers for security executed and delivered by Holdings or any Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Noteholder Collateral Trustee, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the provisions of the Indenture (including any such documents or instruments associated with any Noteholder Substitute Facility).

 “ Indenture Notes ” means the 10.625% Senior Secured Notes due 2015 issued under the Indenture, and any other senior secured notes issued thereunder.

“ Indenture Priority Lien Documents ” means the Indenture, the Indenture Noteholder Security Documents and all other loan documents, notes, guarantees, instruments and agreements governing or evidencing any Noteholder Substitute Facility.

“ Indenture Priority Lien Obligations ” means, with respect to any Grantor, any obligations of such Grantor owed to any Indenture Priority Lien Secured Party (or any of its Affiliates) in respect of the Indenture Priority Lien Documents.

“ Indenture Priority Lien Secured Parties ” means, at any time, the Trustee, all holders of indenture Notes, the Noteholder Collateral Trustee, the trustees, agents and other representatives of the holders of the Indenture Notes (including any holders of notes pursuant to supplements executed in connection with the issuance of Series of Priority Lien Debt under the Indenture) who maintains the transfer register for such Indenture Notes or such Series of Priority

Lien Debt, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Indenture Priority Lien Document and each other holder of, or obligee in respect of, any holder or lender pursuant to any Indenture Priority Lien Document outstanding at such time; provided that the Additional Priority Lien Secured Parties shall not be deemed Indenture Priority Lien Secured Parties.

“ Insolvency or Liquidation Proceeding ” means:

(a)         any case commenced by or against Holdings or any other Grantor under the Bankruptcy Code or any similar federal or state law for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of Holdings or any other Grantor, any receivership or assignment for the benefit of creditors relating to Holdings or any other Grantor or any similar case or proceeding relative to Holdings or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(b)         any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to Holdings or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency, unless otherwise permitted by the Senior Documents;

(c)         any proceeding seeking the appointment of a trustee, receiver, liquidator, custodian or other insolvency official with respect to Holdings or any Grantor or any of their assets;

(d)         any other proceeding of any type or nature in which substantially all claims of creditors of Holdings or any Grantor are determined and any payment or distribution is or may be made on account of such claims; or

(e)         any analogous procedure or step in any jurisdiction.

“ Intercreditor Agreement Joinder ” means an agreement substantially in the form of Exhibit A.

“ Investment Grade Securities ” means:

(a)         securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents), in each case with maturities not exceeding two (2) years from the date of acquisition,

(b)         investments in any fund that invests exclusively in investments of the type described in clause (a), which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

(c)         corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

“ Investments ” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, payroll, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

“ Junior Documents ” means (a) in respect of the Noteholder First Lien Collateral, the ABL Debt Documents and (b) in respect of the ABL First Lien Collateral, the Priority Lien Documents.

“ Junior Liens ” means (a) in respect of the ABL First Lien Collateral, the Priority Liens on such Collateral, and (b) in respect of the Noteholder First Lien Collateral, the ABL Liens.

“ Junior Representative ” means (a) with respect to the Noteholder First Lien Collateral, the ABL Agent and (b) with respect to the ABL First Lien Collateral, the Noteholder Collateral Trustee.

“ Junior Secured Obligations ” means (a) with respect to the Priority Lien Obligations (to the extent such Obligations are secured, or intended to be secured, by the Noteholder First Lien Collateral), the ABL Debt Obligations and (b) with respect to ABL Debt Obligations (to the extent such Obligations are secured, or intended to be secured, by the ABL First Lien Collateral), the Priority Lien Obligations.

“ Junior Secured Obligations Collateral ” means the Collateral in respect of which the Junior Representative (on behalf of itself and the Junior Secured Obligations Secured Parties) holds a Junior Lien.

“ Junior Secured Obligations Secured Parties ” means (a) with respect to the Noteholder First Lien Collateral, the ABL Secured Parties and (b) with respect to the ABL First Lien Collateral, the Priority Lien Secured Parties.

“ Junior Secured Obligations Security Documents ” means (a) with respect to the ABL First Lien Collateral, the Priority Lien Security Documents, and (b) with respect to the Noteholder First Lien Collateral, the ABL Security Documents.

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction); provided that in no event shall an operating lease be deemed to constitute a Lien.

“ Lien Sharing and Priority Confirmation Joinder ” means an agreement substantially in the form of Exhibit B.

“ Net Proceeds ” means the aggregate cash proceeds received by Holdings or any of its Restricted Subsidiaries in respect of any sale, lease, conveyance or other disposition of collateral (including, without limitation, any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such asset sale, lease, conveyance or other disposition (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any), Additional Interest (if any) and interest on Indebtedness required (other than pursuant to the Indenture) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by Holdings as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by Holdings after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“ New York UCC ” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“ Noteholder Collateral ” means all assets and properties subject to Liens created by the Indenture Noteholder Security Documents to secure the Indenture Priority Lien Obligations.

“ Noteholder Collateral Trust Agreement ” means the Collateral Trust Agreement, dated as of September 30, 2009, among Holdings, the subsidiaries of Holdings from time to time party thereto, the Trustee, the other Secured Debt Representatives from time to time party thereto and the Noteholder Collateral Trustee, as amended, restated, adjusted, waived, renewed, extended, supplemented or otherwise modified from time to time, in accordance with each applicable Secured Document.

“ Noteholder Collateral Trustee ” means the Original Noteholder Collateral Trustee, and, from and after the date of execution and delivery of an Noteholder Substitute Facility, the agent, collateral agent, trustee or other representative of the lenders or other holders of the indebtedness and other obligations evidence thereunder or governed thereby, in each case, together with its successors in such capacity.

“ Noteholder First Lien Collateral ” means all of the tangible and intangible properties and assets at any time owned or acquired by Holdings or any Grantor, except:

(a)         Excluded Assets; and

(b)         ABL First Lien Collateral.

“ Noteholder Substitute Facility ” means any facility with respect to which the requirements contained in Section 2.10(a) of this Agreement have been satisfied and that is permitted to be incurred pursuant to the ABL Debt Documents, the proceeds of which are used to, among other things, Replace the Indenture and/or any Additional Priority Lien Debt Facility then in existence.  For the avoidance of doubt, no Noteholder Substitute Facility shall be required to be evidenced by notes or other instruments and may be a facility evidenced or governed by a credit agreement, loan agreement, note agreement, promissory note, indenture or any other agreement or instrument; provided that any such Noteholder Substitute Facility shall be subject to the terms of this Agreement for all purposes (including the lien priority as set forth herein as of the date hereof) as the other Liens securing the Priority Lien Obligations are subject to under this Agreement.

“ Obligations ” means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities (including all interest accruing after the commencement of any Insolvency or Liquidation Proceeding, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding) under the documentation governing any Indebtedness.

“ Officer ” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Senior Vice President, any Vice President or any Assistant Vice President of such Person.

“ Officers’ Certificate ” means a certificate signed on behalf of Holdings by at least two Officers of Holdings, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of Holdings.

“ Original ABL Agent ” has the meaning assigned to that term in the preamble hereto.

 “ Original Noteholder Collateral Trustee ” has the meaning assigned to that term in the preamble hereto.

“ Original Trustee ” means U.S. Bank National Association, in its capacity as trustee under the Indenture, and together with its successors in such capacity.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity.

“ Permitted Replacement ” means, as to any Indebtedness, the Replacement of such Indebtedness to refinance such existing Indebtedness; provided that, in the case of such Replacing Indebtedness, the following conditions are satisfied:

(a)         the weighted average life to maturity of such Replacement of such Indebtedness shall be greater than or equal to the weighted average life to maturity of the Indebtedness being refinanced;

(b)         the principal amount of such Replacement of such Indebtedness shall be less than or equal to (i) the principal amount then outstanding of the Indebtedness being refinanced or (ii) in the case of a revolving credit facility, the amount of the commitment thereunder at the time of such Replacement, except to the extent an increase in the principal amount or the committed amount, as applicable, is permitted at such time pursuant to the ABL Debt Documents and Indenture Priority Lien Documents which then remain in effect; and

(c)         the terms applicable to such Replacement of such Indebtedness and, if applicable, the related guarantees of such Permitted Replacement, shall not violate the applicable requirements contained in any Indenture Priority Lien Documents or ABL Debt Documents which remain outstanding after giving effect to the respective Permitted Replacement.

“ Priority Lien ” means a Lien granted by the Priority Lien Documents to the Noteholder Collateral Trustee, at any time, upon any property of Holdings or any Grantor to secure Priority Lien Obligations.

“ Priority Lien Cap ” means, as of any date of determination, $495,000,000.

“ Priority Lien Debt ” means:

(a)         the Indenture Notes initially issued by Holdings under the Indenture; and

(b)         additional notes issued under any indenture or Other Indebtedness  (including letters of credit and reimbursement obligations with respect thereto) of Holdings with respect to which the requirements of Section 2.10(b) have been satisfied that is secured equally and ratably with the Indenture Notes by a Priority Lien that was permitted to be incurred and so secured under each applicable Priority Lien Document; provided , in the case of any additional notes or other Indebtedness referred to in this clause (b), that:

(i)                 on or before the date on which such additional notes were issued or Indebtedness is incurred by Holdings, such additional notes or other Indebtedness, as applicable, is designated by Holdings, in an Officers’ Certificate delivered to the Noteholder Collateral Trustee, as “ Priority Lien Debt ” for the purposes of the Secured Debt Documents; provided that no Series of Priority Lien Debt may be designated as both ABL Debt and Priority Lien Debt;

(ii)                 such additional notes or such Indebtedness is governed by an indenture or a credit agreement, as applicable, or other agreement that includes a Lien Sharing and Priority Confirmation Joinder; and

(iii)                 all requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the Noteholder Collateral Trustee’s Lien to secure such additional notes or such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (iii) will be conclusively established if Holdings delivers to the Noteholder Collateral Trustee an Officers’ Certificate stating that

such requirements and other provisions have been satisfied and that such notes or such Indebtedness is “ Priority Lien Debt ”).

Notwithstanding the foregoing, if the aggregate principal amount of Indebtedness constituting principal outstanding under the Priority Lien Documents (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the application of the net proceeds therefrom) exceeds the Priority Lien Cap, then only that portion of such Indebtedness equal to the Priority Lien Cap shall be included in Priority Lien Debt and interest, fees, expenses and indemnification obligations with respect to such Indebtedness shall only constitute Priority Lien Obligations to the extent related to Indebtedness included in the Priority Lien Debt.

“ Priority Lien Documents ” means the Indenture Priority Lien Documents and the Additional Priority Lien Debt Documents.

“ Priority Lien Obligations ” means Priority Lien Debt and all other Obligations in respect thereof.

“ Priority Lien Secured Parties ” means the Indenture Priority Lien Secured Parties and the Additional Priority Lien Secured Parties.

“ Priority Lien Security Documents ” means the Indenture Noteholder Security Documents and the Additional Priority Lien Security Documents.

“ Qualified Receivables Financing ” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

(a)         the Board of Directors of Holdings shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to Holdings and the Receivables Subsidiary;

(b)         all sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good faith by Holdings); and

(c)         the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by Holdings) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of Holdings or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure ABL Debt Obligations, Priority Lien Obligations shall not be deemed a Qualified Receivables Financing.

“ Real Estate Asset ” means, at any time of determination, any fee interest then owned by Holdings or any Grantor in any real property.

“ Receivables Financing ” means any transaction or series of transactions that may be entered into by Holdings or any of its Subsidiaries pursuant to which Holdings or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by Holdings or any of its Subsidiaries); and (b) any other Person (in the case of

a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of Holdings or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by Holdings or any such Subsidiary in connection with such accounts receivable.

“ Receivables Repurchase Obligation ” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“ Receivables Subsidiary ” means a Wholly Owned Restricted Subsidiary of Holdings (or another Person formed for the purposes of engaging in Qualified Receivables Financing with Holdings in which Holdings or any Subsidiary of Holdings makes an Investment and to which Holdings or any Subsidiary of Holdings transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of Holdings and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of Holdings (as provided below) as a Receivables Subsidiary and:

(a)         no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is Guaranteed by Holdings or any other Subsidiary of Holdings (excluding Guarantees of obligations (other than the principal of and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates Holdings or any other Subsidiary of Holdings in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of Holdings or any other Subsidiary of Holdings, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(b)         with which neither Holdings nor any other Subsidiary of Holdings has any material contract, agreement, arrangement or understanding other than on terms which Holdings reasonably believes to be no less favorable to Holdings or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Holdings; and

(c)         to which neither Holdings nor any other Subsidiary of Holdings has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of Holdings shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors

of Holdings giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“ Registration Rights Agreement ” means (a) the Registration Rights Agreement dated as of September 30, 2009 among Holdings, the Grantors and the initial purchasers listed on Schedule A thereto relating to the Priority Lien Debt and (b) any other similar Registration Rights Agreement relating to Additional Priority Lien Debt Obligations.

 “ Replaces ” means, (a) in respect of any agreement with reference to the ABL Credit Agreement or the ABL Debt Obligations or any ABL Substitute Facility, that such agreement refunds, refinances or replaces the ABL Credit Agreement or such ABL Substitute Facility in whole (in a transaction that is in compliance with Section 2.10(a)) and that all commitments thereunder are terminated, or, to the extent permitted by the terms of the ABL Credit Agreement or such ABL Substitute Facility, in part, and (b) in respect of any indebtedness with reference to the Priority Lien Documents or the Priority Lien Obligations or any Noteholder Substitute Facility, that such indebtedness refunds, refinances or replaces the Priority Lien Documents or such Noteholder Substitute Facility in whole (in a transaction that is in compliance with Section 2.10(a)) and that all commitments thereunder are terminated, or, to the extent permitted by the terms of the Priority Lien Documents or such Noteholder Substitute Facility, in part.  “ Replace ,” “ Replaced ” and “ Replacement ” shall have correlative meanings.

“ Representative ” means (a) in the case of any Priority Lien Obligations, the Noteholder Collateral Trustee, and (b) in the case of any ABL Debt Obligations, the ABL Agent.

“ Restricted Subsidiary ” of a Person means any subsidiary of Holdings that is not an Unrestricted Subsidiary.

“ Sale and Leas