EX-10.21



 Exhibit 10.21 

EXECUTION VERSION 
  

 
 CREDIT AGREEMENT 

dated as of July 3, 2014 
 among

 OMAHA HOLDINGS LLC, 
 as
Holdings, 
 GATES GLOBAL LLC, 

as U.S. Borrower, 
 TOMKINS
AUTOMOTIVE CANADA LIMITED, 
 as Canadian Borrower 

THE LENDERS FROM TIME TO TIME PARTY HERETO, 

CITIBANK, N.A., 
 as Administrative
Agent and Collateral Agent 
 and 
  

                       
                                         
                         

CITIGROUP GLOBAL MARKETS INC., 

CREDIT SUISSE SECURITIES (USA) LLC, 

GOLDMAN SACHS BANK USA, 
 MORGAN
STANLEY SENIOR FUNDING, INC., 
 DEUTSCHE BANK SECURITIES INC., 

UBS SECURITIES LLC, 
 MACQUARIE
CAPITAL (USA) INC., 
 and 
 WELLS
FARGO BANK, NATIONAL ASSOCIATION 
 as Joint Lead Arrangers and Bookrunners 







 TABLE OF CONTENTS 
  

							
		    		  	 	Page	 
			
		    	ARTICLE I	  			
			
		    	DEFINITIONS AND ACCOUNTING TERMS	  			
			
	 Section 1.01
	    	Defined Terms	  	 	1	
	 Section 1.02
	    	Other Interpretive Provisions	  	 	68	
	 Section 1.03
	    	Accounting Terms and Determinations	  	 	69	
	 Section 1.04
	    	Rounding	  	 	69	
	 Section 1.05
	    	Times of Day	  	 	69	
	 Section 1.06
	    	Letter of Credit Amounts	  	 	69	
	 Section 1.07
	    	Currency Equivalents Generally	  	 	69	
	 Section 1.08
	    	References to Agreements, Laws, Etc.	  	 	70	
	 Section 1.09
	    	Timing of Payment or Performance	  	 	70	
	 Section 1.10
	    	Change of Currency	  	 	70	
			
		    	ARTICLE II	  			
			
		    	THE COMMITMENTS AND CREDIT EXTENSIONS	  			
			
	 Section 2.01
	    	The Loans	  	 	71	
	 Section 2.02
	    	Borrowings, Conversions and Continuations of Loans	  	 	72	
	 Section 2.03
	    	Letters of Credit	  	 	75	
	 Section 2.04
	    	Swing Line Loans	  	 	83	
	 Section 2.05
	    	Prepayments	  	 	86	
	 Section 2.06
	    	Termination or Reduction of Commitments	  	 	88	
	 Section 2.07
	    	Repayment of Loans	  	 	89	
	 Section 2.08
	    	Interest	  	 	89	
	 Section 2.09
	    	Fees	  	 	90	
	 Section 2.10
	    	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate and Applicable Fee Rate	  	 	91	
	 Section 2.11
	    	Evidence of Debt	  	 	91	
	 Section 2.12
	    	Payments Generally; Administrative Agent’s Clawback	  	 	92	
	 Section 2.13
	    	Sharing of Payments by Lenders	  	 	96	
	 Section 2.14
	    	Increase in Revolving Credit Facility	  	 	97	
	 Section 2.15
	    	Designation of U.S. Borrower as Borrowers’ Agent	  	 	98	
	 Section 2.16
	    	Defaulting Lenders	  	 	98	
			
		    	ARTICLE III	  			
			
		    	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY	  			
			
	 Section 3.01
	    	Taxes	  	 	101	
	 Section 3.02
	    	Illegality	  	 	104	
	 Section 3.03
	    	Inability to Determine Rates	  	 	104	
	 Section 3.04
	    	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans	  	 	104	
	 Section 3.05
	    	Funding Losses.	  	 	106	


  
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	 Section 3.06
	    	Matters Applicable to All Requests for Compensation.	  	 	106	
	 Section 3.07
	    	Replacement of Lenders under Certain Circumstances.	  	 	107	
	 Section 3.08
	    	Survival	  	 	109	
			
		    	ARTICLE IV	  			
			
		    	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	  			
			
	 Section 4.01
	    	Conditions to Closing and Initial Credit Extension	  	 	109	
	 Section 4.02
	    	Conditions to All Credit Extensions	  	 	112	
			
		    	ARTICLE V	  			
			
		    	REPRESENTATIONS AND WARRANTIES	  			
			
	 Section 5.01
	    	Existence, Qualification and Power; Compliance with Laws	  	 	113	
	 Section 5.02
	    	Authorization; No Contravention	  	 	113	
	 Section 5.03
	    	Governmental Authorization; Other Consents	  	 	113	
	 Section 5.04
	    	Binding Effect	  	 	114	
	 Section 5.05
	    	Financial Statements; No Material Adverse Effect	  	 	114	
	 Section 5.06
	    	Litigation	  	 	114	
	 Section 5.07
	    	[Reserved]	  	 	115	
	 Section 5.08
	    	Ownership of Property; Liens; Real Property	  	 	115	
	 Section 5.09
	    	Environmental Matters	  	 	115	
	 Section 5.10
	    	Taxes	  	 	116	
	 Section 5.11
	    	ERISA Compliance; Canadian Pension Plans and Canadian Benefit Plans	  	 	116	
	 Section 5.12
	    	Subsidiaries; Equity Interests	  	 	117	
	 Section 5.13
	    	Margin Regulations; Investment Company Act	  	 	117	
	 Section 5.14
	    	Disclosure	  	 	117	
	 Section 5.15
	    	Labor Matters	  	 	118	
	 Section 5.16
	    	[Reserved]	  	 	118	
	 Section 5.17
	    	Intellectual Property; Licenses, Etc.	  	 	118	
	 Section 5.18
	    	Solvency	  	 	118	
	 Section 5.19
	    	Subordination of Junior Financing	  	 	118	
	 Section 5.20
	    	OFAC; USA PATRIOT Act; FCPA	  	 	118	
	 Section 5.21
	    	Security Documents	  	 	119	
			
		    	ARTICLE VI	  			
			
		    	AFFIRMATIVE COVENANTS	  			
			
	 Section 6.01
	    	Financial Statements; Reports	  	 	120	
	 Section 6.02
	    	Certificates; Other Information	  	 	122	
	 Section 6.03
	    	Notices	  	 	124	
	 Section 6.04
	    	Payment of Obligations	  	 	124	
	 Section 6.05
	    	Preservation of Existence, Etc.	  	 	124	
	 Section 6.06
	    	Maintenance of Properties	  	 	124	
	 Section 6.07
	    	Maintenance of Insurance	  	 	125	
	 Section 6.08
	    	Compliance with Laws	  	 	125	
	 Section 6.09
	    	Books and Records	  	 	126	
	 Section 6.10
	    	Inspection Rights	  	 	126	


  
 -ii- 









							
	 Section 6.11
	    	Additional Collateral; Additional Guarantors	  	 	127	
	 Section 6.12
	    	Compliance with Environmental Laws	  	 	129	
	 Section 6.13
	    	Further Assurances	  	 	129	
	 Section 6.14
	    	Designation of Subsidiaries	  	 	129	
	 Section 6.15
	    	[Reserved]	  	 	129	
	 Section 6.16
	    	Post-Closing Covenants	  	 	129	
	 Section 6.17
	    	[Reserved]	  	 	130	
	 Section 6.18
	    	Maintenance of Cash Management System	  	 	130	
			
		    	ARTICLE VII	  			
			
		    	NEGATIVE COVENANTS	  			
			
	 Section 7.01
	    	Liens	  	 	131	
	 Section 7.02
	    	Investments	  	 	135	
	 Section 7.03
	    	Indebtedness	  	 	137	
	 Section 7.04
	    	Fundamental Changes	  	 	141	
	 Section 7.05
	    	Dispositions	  	 	142	
	 Section 7.06
	    	Restricted Payments	  	 	144	
	 Section 7.07
	    	Change in Nature of Business	  	 	147	
	 Section 7.08
	    	Transactions with Affiliates	  	 	148	
	 Section 7.09
	    	Burdensome Agreements	  	 	148	
	 Section 7.10
	    	Use of Proceeds	  	 	149	
	 Section 7.11
	    	Consolidated Fixed Charge Coverage Ratio	  	 	150	
	 Section 7.12
	    	Accounting Changes	  	 	150	
	 Section 7.13
	    	Prepayments, Etc. of Indebtedness	  	 	150	
	 Section 7.14
	    	Permitted Activities of Holdings	  	 	151	
	 Section 7.15
	    	Dominion Account	  	 	151	
	 Section 7.16
	    	Canadian Defined Benefit Plans	  	 	151	
			
		    	ARTICLE VIII	  			
			
		    	EVENTS OF DEFAULT AND REMEDIES	  			
			
	 Section 8.01
	    	Events of Default	  	 	151	
	 Section 8.02
	    	Remedies Upon Event of Default	  	 	154	
	 Section 8.03
	    	Exclusion of Immaterial Subsidiaries	  	 	154	
	 Section 8.04
	    	Application of Funds	  	 	155	
	 Section 8.05
	    	Borrowers’ Right to Cure	  	 	156	
			
		    	ARTICLE IX	  			
			
		    	AGENTS	  			
			
	 Section 9.01
	    	Appointment and Authority	  	 	157	
	 Section 9.02
	    	Rights as a Lender	  	 	157	
	 Section 9.03
	    	Exculpatory Provisions	  	 	158	
	 Section 9.04
	    	Reliance by Administrative Agent	  	 	158	
	 Section 9.05
	    	Delegation of Duties	  	 	159	
	 Section 9.06
	    	Resignation of Administrative Agent	  	 	159	
	 Section 9.07
	    	Non-Reliance on Administrative Agent and Other Lenders	  	 	160	


  
 -iii- 









							
	 Section 9.08
	    	No Other Duties, Etc.	  	 	160	
	 Section 9.09
	    	Administrative Agent May File Proofs of Claim	  	 	160	
	 Section 9.10
	    	Collateral and Guaranty Matters	  	 	161	
	 Section 9.11
	    	Cash Management Agreements and Secured Hedge Agreements	  	 	162	
	 Section 9.12
	    	Withholding Tax	  	 	162	
	 Section 9.13
	    	Québec Security	  	 	163	
			
		    	ARTICLE X	  			
			
		    	MISCELLANEOUS	  			
			
	 Section 10.01
	    	Amendments, Etc.	  	 	163	
	 Section 10.02
	    	Notices; Effectiveness; Electronic Communication	  	 	166	
	 Section 10.03
	    	No Waiver; Cumulative Remedies; Enforcement	  	 	168	
	 Section 10.04
	    	Expenses; Indemnity; Damage Waiver	  	 	168	
	 Section 10.05
	    	Payments Set Aside	  	 	170	
	 Section 10.06
	    	Successors and Assigns	  	 	170	
	 Section 10.07
	    	Treatment of Certain Information; Confidentiality	  	 	175	
	 Section 10.08
	    	Right of Setoff	  	 	176	
	 Section 10.09
	    	Interest Rate Limitation	  	 	176	
	 Section 10.10
	    	Counterparts; Integration; Effectiveness	  	 	176	
	 Section 10.11
	    	Survival of Representations and Warranties	  	 	177	
	 Section 10.12
	    	Severability	  	 	177	
	 Section 10.13
	    	Replacement of Lenders	  	 	177	
	 Section 10.14
	    	Governing Law; Jurisdiction Etc.	  	 	178	
	 Section 10.15
	    	[Reserved]	  	 	179	
	 Section 10.16
	    	Waiver of Jury Trial	  	 	179	
	 Section 10.17
	    	No Advisory or Fiduciary Responsibility	  	 	179	
	 Section 10.18
	    	Electronic Execution of Assignments and Certain Other Documents	  	 	180	
	 Section 10.19
	    	USA PATRIOT Act Notice	  	 	180	
	 Section 10.20
	    	Intercreditor Agreements	  	 	180	
	 Section 10.21
	    	Lender Loss Sharing Agreement	  	 	180	
	 Section 10.22
	    	Judgment Currency	  	 	182	
			
		    	ARTICLE XI	  			
			
		    	U.S. LOAN GUARANTEE	  			
			
	 Section 11.01
	    	The Guaranty	  	 	183	
	 Section 11.02
	    	Obligations Unconditional	  	 	183	
	 Section 11.03
	    	Reinstatement	  	 	184	
	 Section 11.04
	    	Subrogation; Subordination	  	 	184	
	 Section 11.05
	    	Remedies	  	 	184	
	 Section 11.06
	    	Instruments for the Payment of Money	  	 	185	
	 Section 11.07
	    	Continuing Guaranty	  	 	185	
	 Section 11.08
	    	General Limitation on Guarantee Obligations	  	 	185	
	 Section 11.09
	    	Information	  	 	185	
	 Section 11.10
	    	Release of U.S. Subsidiary Guarantors	  	 	185	
	 Section 11.11
	    	Right of Contribution	  	 	186	
	 Section 11.12
	    	Cross-Guaranty	  	 	186	


  
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		    	ARTICLE XII	  			
			
		    	CANADIAN LOAN GUARANTY	  			
			
	 Section 12.01
	    	The Guaranty	  	 	186	
	 Section 12.02
	    	Obligations Unconditional	  	 	187	
	 Section 12.03
	    	Reinstatement	  	 	188	
	 Section 12.04
	    	Subrogation; Subordination	  	 	188	
	 Section 12.05
	    	Remedies	  	 	188	
	 Section 12.06
	    	Instruments for the Payment of Money	  	 	188	
	 Section 12.07
	    	Continuing Guaranty	  	 	188	
	 Section 12.08
	    	General Limitation on Guarantee	  	 	188	
	 Section 12.09
	    	Information	  	 	188	
	 Section 12.10
	    	Release of Canadian Guarantors	  	 	189	
	 Section 12.11
	    	Right of Contribution	  	 	189	
	 Section 12.12
	    	Cross-Guaranty	  	 	189	


  
 -v- 









							
	 Schedules:
	  				    	
			
	 Schedule 1.01A
	  	 	-	 	    	Collateral Documents
	 Schedule 1.01B
	  	 	-	 	    	Existing Letters of Credit
	 Schedule 1.01C
	  	 	-	 	    	Unrestricted Subsidiaries
	 Schedule 2.01A
	  	 	-	 	    	U.S. Revolving Credit Lenders; U.S. Revolving Credit Commitments; U.S. Applicable Percentage
	 Schedule 2.01B
	  	 	-	 	    	Canadian Revolving Credit Lenders; Canadian Revolving Credit Commitments; Canadian Applicable Percentage
	 Schedule 5.05
	  	 	-	 	    	Certain Liabilities
	 Schedule 5.06
	  	 	-	 	    	Litigation
	 Schedule 5.08
	  	 	-	 	    	Ownership of Property
	 Schedule 5.09(a)
	  	 	-	 	    	Environmental Matters
	 Schedule 5.10
	  	 	-	 	    	Taxes
	 Schedule 5.11(a)
	  	 	-	 	    	ERISA Compliance
	 Schedule 5.11(d)
	  				    	Canadian Defined Pension Plans
	 Schedule 5.12
	  	 	-	 	    	Subsidiaries and Other Equity Investments
	 Schedule 6.01
	  				    	Borrower’s Website
	 Schedule 6.16
	  	 	-	 	    	Post-Closing Matters
	 Schedule 7.01(b)
	  	 	-	 	    	Existing Liens
	 Schedule 7.02(f)
	  	 	-	 	    	Existing Investments
	 Schedule 7.03(b)
	  	 	-	 	    	Existing Indebtedness
	 Schedule 7.05(f)
	  	 	-	 	    	Dispositions
	 Schedule 7.08
	  	 	-	 	    	Transactions with Affiliates
	 Schedule 7.09
	  	 	-	 	    	Certain Contractual Obligations
	 Schedule 10.02
	  	 	-	 	    	Administrative Agent’s Office
	 Schedule 10.02(a)
	  				    	Certain Addresses for Notices
			
	 Exhibits:
	  				    	
			
	 Exhibit A-1
	  	 	-	 	    	Form of Committed Loan Notice
	 Exhibit A-2
	  	 	-	 	    	Form of Swing Line Loan Notice
	 Exhibit B-1
	  	 	-	 	    	Form of U.S. Revolving Credit Note
	 Exhibit B-2
	  	 	-	 	    	Form of Canadian Revolving Credit Note
	 Exhibit B-3
	  	 	-	 	    	Form of Swing Line Note
	 Exhibit C-1
	  	 	-	 	    	Form of Assignment and Assumption
	 Exhibit C-2
	  	 	-	 	    	Form of Administrative Questionnaire
	 Exhibit D
	  	 	-	 	    	Form of Compliance Certificate
	 Exhibit E
	  	 	-	 	    	[Reserved]
	 Exhibit F
	  	 	-	 	    	Form of Intercompany Note
	 Exhibit G-1
	  	 	-	 	    	Form of Canadian Security Agreement
	 Exhibit G-2
	  	 	-	 	    	Form of U.S. Security Agreement
	 Exhibit G-3
	  	 	-	 	    	Form of Perfection Certificate
	 Exhibit H
	  	 	-	 	    	Form of Solvency Certificate
	 Exhibit I
	  	 	-	 	    	Form of Borrowing Base Certificate
	 Exhibit J
	  	 	-	 	    	Form of United States Tax Compliance Certificate
	 Exhibit K
	  	 	-	 	    	Form of ABL Intercreditor Agreement


  
 -vi- 








 CREDIT AGREEMENT 

This CREDIT AGREEMENT (as further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)
is entered into as of July 3, 2014 among OMAHA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), GATES GLOBAL LLC, a Delaware limited liability company (the “U.S. Borrower”), TOMKINS
AUTOMOTIVE CANADA LIMITED, an Ontario limited company (the “Canadian Borrower” and, together with the U.S. Borrower each a “Borrower” and collectively, the “Borrowers”), CITIBANK, N.A.
(“Citibank”), as Administrative Agent and Collateral Agent, the other agents listed herein and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

 Pursuant to that certain Share Purchase Agreement, dated April 4, 2014 (together with all exhibits and schedules thereto, collectively,
the “Purchase Agreement”), entered into by and among Onex American Holdings II LLC, 7607555 Canada Inc., Stichting Administratiekantoor TMKS, Pinafore Coöperatief U.A. and the other class B shareholders party thereto, Pinafore
Holdings B.V. (the “Company”) and Omaha Acquisition Inc. (which, on the Closing Date, will be a wholly-owned Restricted Subsidiary of the Borrower), Omaha Acquisition Inc. will acquire (the “Acquisition”), directly
or indirectly, all of the outstanding class A and class B shares of the Company on the terms and subject to the conditions set forth in the Purchase Agreement. 

The Borrowers have requested and the Lenders have agreed to extend to the Borrowers $325,000,000 in aggregate principal amount of Revolving
Credit Commitments. 
 The applicable Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness
to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. 
 In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows: 
 ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS 

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Unless
otherwise defined herein, all terms defined in the UCC and used but not defined in this Agreement have the meanings specified in the UCC: 

“ABL Intercreditor Agreement” means an intercreditor agreement substantially in the form of
Exhibit K (which agreement in such form or with immaterial changes thereto the Collateral Agent is authorized to enter into) among Holdings, the U.S. Borrower, the Domestic Subsidiaries of the U.S. Borrower from time to
time party thereto, the Collateral Agent, the Cash Flow Collateral Agent and one or more collateral agents or representatives for the holders of Indebtedness that is permitted under Section 7.03 to be, and intended to be, secured on a pari
passu basis with the Liens securing the Cash Flow Debt. 
 “ABL Priority Collateral” has the meaning given to such term
in the ABL Intercreditor Agreement. 
 “Account(s)” means collectively (i) any right to payment of a monetary
obligation arising from the provision of merchandise, goods or services by any Loan Party or any of its Subsidiaries in the course 







 
of their respective operations, (ii) without duplication, any “account” (as that term is defined in the UCC or the PPSA, as applicable), any accounts receivable, any “payment
intangibles” (as that term is defined in the UCC) and all other rights to payment and/or reimbursement of every kind and description, whether or not earned by performance, of any Loan Party or any of its Subsidiaries in each case arising in the
course of their respective operations, (iii) all accounts, contract rights, general intangibles, rights, remedies, guarantees, supporting obligations, letter of credit rights and security interests in respect of the foregoing, all rights of
enforcement and collection, all books and records evidencing or related to the foregoing, and all rights under any of the Loan Documents in respect of the foregoing, (iv) all information and data compiled or derived by any Secured Party or to
which any Secured Party is entitled in respect of or related to the foregoing, (v) all collateral security of any kind, given by any Account Debtor or any other Person to any Secured Party, with respect to any of the foregoing and (vi) all
proceeds of the foregoing. 
 “Account Debtor” means a Person who is obligated under an Account, Chattel Paper or General
Intangible. 
 “ACH” means automated clearing house transfers. 

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any
period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary (determined as if references to the Borrowers and the Restricted Subsidiaries in the definition of Consolidated EBITDA
were references to such Acquired Entity or Business and its Subsidiaries or to such Converted Restricted Subsidiary and its Subsidiaries), as applicable, all as determined on a consolidated basis for such Acquired Entity or Business or Converted
Restricted Subsidiary, as applicable. 
 “Acquired Entity or Business” has the meaning set forth in the definition of the
term “Consolidated EBITDA.” 
 “Acquisition” has the meaning set forth in the preliminary statements hereto. 

“Additional L/C Issuers” means Lenders, in addition to Citibank, which have been approved by the Administrative Agent (such
approval not to be unreasonably withheld) and the U.S. Borrower and that have agreed (each in its sole discretion) to act as an “L/C Issuer” hereunder. 

“Adjusted Eurodollar Rate” means, for any Interest Period with respect to a Eurodollar Rate Loan, the quotient
obtained (expressed as a decimal, carried out five decimal places) by dividing (i) the applicable Eurodollar Rate for such Interest Period by (ii) 1.00 minus the Eurodollar Reserve Percentage. 

“Administrative Agent” means Citibank, in its capacity as administrative agent under the Loan Documents, or any successor
administrative agent. 
 “Administrative Agent’s Office” means the Administrative Agent’s address
and, as appropriate, account as set forth on Schedule 10.02 or such other address or account as the Administrative Agent may from time to time notify the U.S. Borrower and the Lenders. 

“Administrative Questionnaire” means an Administrative Questionnaire substantially in the form of Exhibit C-2 or in any other form approved by the Administrative Agent. 
 “Affiliate” means, with
respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto. 

  
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 “Agent Parties” has the meaning specified in Section 10.02(c). 

“Agents” means, collectively, the Administrative Agent and the Collateral Agent. 

“Aggregate Commitments” means the Revolving Credit Commitments of all the Lenders. 

“Agreement” means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

 “Alternative Currency” means euros, Sterling, Yen and each other currency (other than Dollars) that is approved by
(a) the Administrative Agent and (b)(i) with respect to Revolving Credit Loans, each Lender and (ii) with respect to any Letter of Credit, each L/C Issuer, in each case in their sole discretion. 

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent
amount thereof in the applicable Alternative Currency as determined by the Administrative Agent and, with respect to any Letter of Credit, the applicable L/C Issuer at such time on the basis of the Spot Rate (determined in respect of the most recent
Revaluation Date) for the purchase of such Alternative Currency with Dollars. 
 “Alternative Currency Letter of Credit”
means any Letter of Credit denominated in an Alternative Currency. 
 “Alternative Currency L/C Obligations” means any L/C
Obligations denominated arising from an Alternative Currency Letter of Credit. 
 “Alternative Currency Letter of Credit
Sublimit” means an amount equal to $100,000,000. 
 “Applicable Adjusted Percentage” has the meaning specified in
Section 2.12(a)(i). 
 “applicable Borrower(s)” or “applicable Loan Parties” means
(i) with respect to any Canadian Revolving Credit Loan to the Canadian Borrower or other Canadian Obligations directly attributable to the Loan Parties in respect of such Canadian Revolving Credit Loan to the Canadian Borrower, the Canadian
Borrower or the Loan Parties, respectively, (ii) with respect to any Canadian Revolving Credit Loan to the U.S. Borrower or other U.S. Obligations directly attributable to the U.S. Loan Parties in respect of such Canadian Revolving Credit Loan
to the U.S. Borrower, the U.S. Borrower or the U.S. Loan Parties, respectively, and (iii) with respect to any other U.S. Obligations hereunder, the U.S. Borrower or the U.S. Loan Parties, respectively. 

“Applicable Fee Rate” means (i) until the end of the first full fiscal quarter commencing after the Closing Date, 0.375%
per annum and (ii) thereafter (x) so long as no Default or Event of Default has occurred and is continuing, the applicable percentage per annum set forth below determined by reference to the average daily Revolving Credit Exposure for the
immediately preceding fiscal quarter: 

  
 -3- 









									
	 Pricing

Level
	 	Average daily Revolving
Credit Exposure
(as a percentage of
Revolving Credit
Commitments)	 	 	Applicable Fee Rate	 
	1	 	 	<50	% 	 	 	0.375	% 
	2	 	 	>50	% 	 	 	0.250	% 

 Any increase or decrease in the Applicable Fee Rate resulting from a change in the Average daily Revolving
Credit Exposure shall become effective as of the first calendar day of each fiscal quarter. Average daily Revolving Credit Exposure shall be calculated by the Administrative Agent based on the Administrative Agent’s records. If the Borrowing
Base Certificate (including any required financial information in support thereof) of the Borrowers is not received by the Administrative Agent by the date required pursuant to Section 6.01(v) of this Agreement, then, upon the request of the
Administrative Agent, the Applicable Fee Rate shall be determined as if the Average daily Revolving Credit Exposure for the immediately preceding fiscal quarter is at Level 1 until such time as such Borrowing Base Certificate and supporting
information are received. 
 “Applicable Percentage” means, for any Revolving Credit Lender: 

(a) with respect to payments, computations and other matters relating to the U.S. Revolving Credit Commitments or U.S.
Revolving Credit Loans, L/C Obligations, Protective Advances or Swing Line Loans, a percentage equal to a fraction (i) the numerator of which is the U.S. Revolving Credit Commitment of such Revolving Credit Lender and (ii) the denominator
of which is the aggregate U.S. Revolving Credit Commitments of all the U.S. Revolving Credit Lenders (or, if the aggregate U.S. Revolving Credit Commitments have terminated or expired, the Applicable Percentage shall be determined based upon such
Revolving Credit Lender’s share of the aggregate U.S. Revolving Credit Exposure (the “U.S. Applicable Percentage”)); 

(b) with respect to payments, computations and other matters relating to the Canadian Revolving Credit Commitment or Canadian
Revolving Credit Loans, Canadian Protective Advances, a percentage equal to a fraction (i) the numerator of which is the Canadian Revolving Credit Commitment of such Revolving Credit Lender and (ii) the denominator of which is the
aggregate Canadian Revolving Credit Commitments of all the Canadian Revolving Credit Lenders (or, if the aggregate Canadian Revolving Credit Commitments have terminated or expired, the Applicable Percentage shall be determined based upon such
Revolving Credit Lender’s share of the aggregate Canadian Revolving Credit Exposure (the “Canadian Applicable Percentage”)); and 

(c) with respect to payments, computations and other matters relating to the Revolving Credit Commitments generally, a
percentage equal to a fraction, the numerator of which is (i) the aggregate Revolving Credit Commitment of such Revolving Credit Lender and (ii) the denominator of which is the aggregate Revolving Credit Commitments of all the Revolving
Credit Lenders (or, if the aggregate Revolving Credit Commitments have terminated or expired, the Applicable Percentage shall be determined based upon such Revolving Credit Lender’s share of the aggregate Revolving Credit Exposure). 

  
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 “Applicable Rate” means with respect to any Loan, as the case may be, the
applicable rate per annum set forth in the pricing grid below under the caption “Eurodollar Rate/CDOR Rate Loans” or “Base Rate/Canadian Prime Rate Loans,” as the case may be, based upon the daily Average Excess Availability for
the most recent fiscal quarter of the U.S. Borrower: 
  

											
	 
LEVEL
	  	AVERAGE EXCESS
AVAILABILITY	 	EURODOLLAR
RATE/CDOR RATE
LOANS 	 	 	BASE RATE/
CANADIAN PRIME
RATE LOANS
INCLUDING SWING
LINE LOANS AND
PROTECTIVE
ADVANCES	 
	1	  	3 66.7%	 	 	1.50%	 	 	 	0.50%	 
	2	  	< 66.7% but
 3 33.3%
	 	 	1.75%	 	 	 	0.75%	 
	 3
	  	< 33.3%	 	 	2.00	% 	 	 	1.00	% 

 For purposes of the foregoing, the Applicable Rate shall be determined by reference to Level 3 (a) for
the period from the Closing Date until the first full fiscal quarter thereafter and (b) at any time a Default or Event of Default has occurred and is continuing. 

Any increase or decrease in the Applicable Rate resulting from a change in the Average Excess Availability shall become effective as of the first calendar day
of each fiscal quarter. Average Excess Availability shall be calculated by the Administrative Agent based on the Administrative Agent’s records. If the Borrowing Base Certificate (including any required financial information in support thereof)
of the Borrowers is not received by the Administrative Agent by the date required pursuant to Section 6.01(d) of this Agreement, then upon the request of the Administrative Agent, the Applicable Rate shall be determined as if the Average Excess
Availability for the immediately preceding fiscal quarter is at Level 3 until such time as such Borrowing Base Certificate and supporting information are received. 

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be
subject to the provisions of Section 2.10(b). 
 “Approved Fund” means any Person (other than a natural person) that
is engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and 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. 
 “Arrangers” means Citigroup Global
Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc., Deutsche Bank Securities Inc., UBS Securities LLC, Macquarie Capital (USA) Inc. and Wells Fargo Bank, National Association in their
respective capacities as joint lead arrangers. 
 “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 substantially in the form of Exhibit C-1. 

  
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 “Assignment Taxes” has the meaning specified in Section 3.01(b). 

“Attributable Indebtedness” means, on any date in respect of any Capitalized Lease of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP. 
 “Audited Financial
Statements” means the audited consolidated balance sheets of the Company and its Subsidiaries as of each of December 31, 2013 and 2012 and the audited consolidated statements of operations, comprehensive income, cash flows and equity
of the Company and its Subsidiaries for the fiscal years ended December 31, 2013, 2012 and 2011. 
 “Auto-Extension Letter of
Credit” has the meaning specified in Section 2.03(b)(iii). 
 “Availability Conditions” shall be deemed to be
satisfied only if: 
  

	 	(i)	the U.S. Revolving Credit Exposure of each U.S. Revolving Credit Lender does not exceed such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment; 


 

	 	(ii)	the Canadian Revolving Credit Exposure of each Canadian Revolving Credit Lender does not exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment; 


 

	 	(iii)	the sum of (i) the aggregate U.S. Revolving Credit Exposure plus (ii) the aggregate Canadian Revolving Credit Exposure in respect of Canadian Revolving Credit Loans to the U.S. Borrower does not exceed the
U.S. Borrowing Base; and 

  

	 	(iv)	the aggregate Canadian Revolving Credit Exposure in respect of Canadian Revolving Credit Loans to the Canadian Borrower does not exceed the Canadian Borrowing Base. 


“Availability Period” means the period from and including the Closing Date to the earliest of (i) the Maturity Date,
(ii) the date of termination of the Revolving Credit Commitments of each Revolving Credit Lender pursuant to Section 2.06 and (iii) the date of termination of the Revolving Credit Commitments of each Revolving Credit Lender to make
Revolving Credit Loans, the termination of the commitment of the Swing Line Lender to make Swing Line Loans and of the obligations of each L/C Issuer to make L/C Credit Extensions pursuant to Section 2.03. 

“Availability Reserve” means, on any date of determination and with respect to the Borrowing Base, the sum (without duplication) of:
(i) reserves for deterioration in the salability of inventory; (ii) the Rent and Charges Reserve; (iii) the Bank Product Reserve; (iv) all accrued Royalties, whether or not then due and payable by a Loan Party; (v) the Canadian Priority Payables
Reserve, (vi) the aggregate amount of liabilities secured by Liens upon Eligible Collateral that are senior to the Administrative Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (vii)
reserves representing purchase price variance, physical inventories variance, slow-moving inventory and shrinkage accrual inventory; and (viii) such additional reserves, in such amounts and with respect to such matters, as the Administrative Agent
in its Credit Judgment may elect to impose from time to time; provided that, after the Closing Date, such Availability Reserve shall not be established or changed except upon not less than five Business Days’ notice to the U.S. Borrower
(unless an Event of Default exists, in which event no notice shall be required). The Administrative Agent will be available during such period to discuss any such proposed Availability Reserve or change with the Borrowers and, without limiting the
right of the Administrative Agent to establish or change such Availability Reserves in the Administrative Agent’s Credit Judgment, the Borrowers may take such action as may be required so that the event, condition or


  
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matter that is the basis for such Availability Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent. The amount of any Availability Reserve
established by the Administrative Agent shall have a reasonable relationship as determined by the Administrative Agent in its Credit Judgment to the event, condition or other matter that is the basis for the Availability Reserve. Notwithstanding
anything herein to the contrary, (i) an Availability Reserve shall not be established to the extent that it would be duplicative of any specific item excluded as ineligible in the definitions of Eligible Collateral, but the Administrative Agent
shall retain the right, subject to the requirements of this paragraph, to establish an Availability Reserve with respect to prospective changes in Eligible Collateral that may reasonably be anticipated and (ii) except in respect of Canadian Pension
Plans, circumstances, conditions, events or contingencies arising prior to the Closing Date of which the Administrative Agent had actual knowledge prior to the Closing Date shall not be the basis for the establishment of the Availability Reserves
unless the Administrative Agent establishes such Availability Reserve on the Closing Date or such circumstances, conditions, events or contingencies shall have changed since the Closing Date. 

“Average Excess Availability” means, on any date of determination, the amount of Excess Availability during a stipulated
consecutive Business Day period, calendar day period or fiscal quarter period divided by the number of Business Days or calendar days, as the case may be, in such period. 

“Bank Product” means any of the following products, services or facilities extended to any Loan Party: (i) Cash
Management Services provided by Cash Management Banks under Cash Management Agreements and (ii) products provided by Hedge Banks under Secured Hedge Agreements; provided, however, that for any of the foregoing to be included as a
“Secured Obligation” for purposes of a distribution under Section 8.04, the applicable Secured Party must have previously provided written notice to the Administrative Agent of (i) the existence of such Bank Product,
(ii) the maximum dollar amount of obligations arising thereunder (the “Bank Product Amount”), (iii) whether such Bank Product constitutes Pari Passu Bank Product Obligations (in which case such notice shall be agreed to by the
U.S. Borrower or the applicable Subsidiary thereof), and if so, the amount that shall be included in the Bank Product Reserve (the “Pari Passu Bank Product Amount”) and (iv) the methodology to be used by such
parties in determining the Pari Passu Bank Product Obligations owing from time to time and if the Administrative Agent has received no such notice with respect to any such Bank Product, then the Administrative Agent shall be permitted to assume that
no such Secured Obligations are outstanding in connection with making distributions under Section 8.04; provided, however, that no such notice from the U.S. Borrower shall be required with respect to any Bank
Products provided by Citibank with respect to any Bank Products provided as of the Closing Date. The Bank Product Amount or Pari Passu Bank Product Amount may be changed from time to time upon written notice to the Administrative Agent by the
applicable Secured Party and Loan Party. No Bank Product Amount or Pari Passu Bank Product may be established or increased (other than as the result of mark-to-market
fluctuations) at any time that a Default or Event of Default exists and is continuing, or if the Availability Conditions would not be satisfied after giving effect thereto, and no Bank Product may be considered a “Pari Passu Bank Product
Obligation” unless a Bank Product Reserve has been established in respect thereof. 
 “Bank Product Amount” has the
meaning specified in the definition of “Bank Product.” 
 “Bank Product Debt” means Indebtedness and other
obligations of a Loan Party relating to Bank Products. 
 “Bank Product Reserve” means, with respect to the Borrowing Base,
the aggregate amount of reserves established by the Administrative Agent from time to time in its Credit Judgment in respect of Bank Product Debt of Loan Parties, which shall at all times be at least equal to the Pari Passu Bank Product Amount with
respect to Pari Passu Bank Product Obligations. 

  
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 “Base Rate” means for any day a fluctuating rate per annum equal to the highest
of (i) the Federal Funds Rate in effect on such date plus 1/2 of 1.00%, (ii) the rate of interest in effect for such day as publicly announced from time to time by Citibank as its “prime rate” and (iii) the Eurodollar Rate for
deposits in Dollars for a one-month Interest Period plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day). The “prime rate” is a rate set by Citibank based upon
various factors including Citibank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in
such rate announced by Citibank shall take effect at the opening of business on the day specified in the public announcement of such change. 

“Base Rate Loan” means a Loan denominated in Dollars that bears interest based on the Base Rate. 

“Basel III” means, collectively, those certain agreements on capital requirements, a leverage ratio and liquidity standards
contained in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring,” and “Guidance for National
Authorities Operating the Countercyclical Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time). 

“BBA LIBOR” has the meaning specified in the definition of “Eurodollar Rate.” 

“Bookrunners” means, collectively, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA,
Morgan Stanley Senior Funding Inc., Deutsche Bank Securities Inc., UBS Securities LLC, Macquarie Capital (USA) Inc. and Wells Fargo Bank, National Association in their respective capacities as joint bookrunners. 

“Borrower” or “Borrowers” means individually or collectively, the U.S. Borrower and the Canadian Borrower,
as the context may require. 
 “Borrower Materials” has the meaning specified in Section 6.02. 

“Borrowing” means (i) a borrowing consisting of Revolving Credit Loans under the same Facility of the same Type and
currency and, in the case of Eurodollar Rate Loans or CDOR Rate Loans, having the same Interest Period, made by each of the Lenders pursuant to Section 2.01 or (ii) a Swing Line Loan. 

“Borrowing Base” means, at any time, the sum of (a) the U.S. Borrowing Base at such time and (b) the Canadian
Borrowing Base at such time. 
 “Borrowing Base Certificate” has the meaning specified in Section 6.01(d). 

“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, the jurisdiction where the Administrative Agent’s Office is located and: 

(a) when used in Section 2.03 with respect to any action taken by or with respect to any L/C Issuer, the term
“Business Day” shall not include any day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction where such L/C Issuer’s Lending Office is located; 

  
 -8- 








 (b) 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, “Business Day” means
any such day on which dealings in deposits in Dollars or an Alternative Currency are conducted by and between banks in the London interbank eurodollar market; 

(c) if such day relates to any Canadian Loan, “Business Day” shall also exclude any day on which commercial banks in
Toronto, Canada are authorized or required by law to remain closed; 
 (d) with respect to a Eurodollar Rate Loan
denominated in euros, any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open; and 

(e) with respect to a Eurodollar Rate Loan denominated in Yen, any day on which banks are open for foreign exchange business in
Tokyo, Japan. 
 “CAM” has the meaning set forth in Section 10.21. 

“CAM Exchange” has the meaning set forth in Section 10.21. 

“CAM Exchange Date” has the meaning set forth in Section 10.21. 

“CAM Percentage” has the meaning set forth in Section 10.21. 

“Canada” means the country of Canada and any province or territory thereof. 

“Canadian Applicable Adjusted Percentage” has the meaning specified in Section 2.12(a). 

“Canadian Benefit Plan” means any material plan, fund, program, agreement or policy, whether oral or written, formal or
informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Loan Party or any
Subsidiary of any Loan Party has any liability with respect to any employee or former employee, but excluding any Canadian Pension Plans and excluding any stock option or share purchase plan. 

“Canadian Borrower” has the meaning set forth in the introductory paragraph of this Agreement. 

“Canadian Borrowing Base” means, on any date of determination, an amount (calculated based on the most recent Borrowing Base
Certificate delivered to the Administrative Agent in accordance with this Agreement) equal to: 
 (a) the sum of 

(i) 85.00% of the value of the Eligible Accounts of the Canadian Loan Parties, and 

(ii) 85.00% of the NOLV Percentage of the value of the Eligible Inventory of the Canadian Loan Parties, minus 

  
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 (b) the Availability Reserve in the Administrative Agent’s Credit Judgment
on such date. 
 “Canadian Collateral” means all of the “Collateral” and “Mortgaged Property” of the
Canadian Loan Parties referred to in the Collateral Documents and all of the other property of the Canadian Loan Parties that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for
the benefit of the applicable Secured Parties. 
 “Canadian Commitment Fees” has the meaning specified in
Section 2.09(a)(ii). 
 “Canadian Defined Benefit Plan” means a Canadian Pension Plan, which contains a “defined
benefit provision,” as defined in subsection 147.1(1) of the ITA. 
 “Canadian Dollars” and
“Cdn.$” means dollars in the lawful currency of Canada. 
 “Canadian Economic Sanctions and Export Control
Laws” means any Canadian laws, regulations or orders governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures. 

“Canadian Guaranteed Obligations” has the meaning assigned to such term in Section 12.01. 

“Canadian Guarantors” means, collectively, (i) the wholly owned Canadian Subsidiaries (other than any Excluded
Subsidiaries), (ii) those wholly owned Canadian Subsidiaries that issue a Guaranty of the Canadian Obligations, pursuant to Section 6.11 or otherwise and (iii) solely in respect of any Secured Hedge Agreement or Cash Management Agreement
to which the Canadian Borrower is not a party, the Canadian Borrower, in each case until the Guaranty thereof is released in accordance with this Agreement. 

“Canadian Guaranty” means (i) the guaranty made by the Canadian Guarantors pursuant to Article XII, and (ii) each
other guaranty and guaranty supplement delivered pursuant to Section 6.11 and “Canadian Guaranties” means any two or more of them, collectively. 

“Canadian Intellectual Property Security Agreements” means the Grant of Security Interest in Trademarks, the Grant of
Security Interest in Patents and the Grant of Security Interest in Copyrights, substantially in the form attached as Exhibits C, D and E to the Canadian Security Agreement, respectively. 

“Canadian Loan Parties” means, individually and collectively as the context may require, the Canadian Borrower and each
Canadian Guarantor. 
 “Canadian Obligations” with respect to each Canadian Loan Party, without duplication: 

(i) in the case of the Canadian Borrower, all principal of and interest (including, without limitation, any interest which
accrues after the commencement of any proceeding under any Debtor Relief Law with respect to any Loan Party, whether or not allowed or allowable as a claim in any such proceeding) on any Canadian Revolving Credit Loan made to the Canadian Borrower
under, or any Canadian Revolving Credit Note of the Canadian Borrower issued pursuant to, this Agreement or any other Loan Document; 

  
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 (ii) all fees, expenses, indemnification obligations and other amounts of
whatever nature now or hereafter payable by such Canadian Loan Party (including, without limitation, any fees, expenses or other amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to any Loan
Party, whether or not allowed or allowable as a claim in any such proceeding) pursuant to this Agreement or any other Loan Document; 

(iii) all expenses of the Agents as to which one or more of the Agents have a right to reimbursement by such Canadian Loan
Party under Section 10.04(a) of this Agreement or under any other similar provision of any other Loan Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve the Collateral or preserve its security
interests in the Collateral to the extent permitted under any Loan Document or applicable Law; 
 (iv) all amounts paid by
any Indemnitee as to which such Indemnitee has the right to reimbursement by such Canadian Loan Party under Section 10.04(b) of this Agreement or under any other similar provision of any other Loan Document; 

(v) in the case of the Canadian Borrower and each Canadian Guarantor, all amounts now or hereafter payable by the Canadian
Borrower or such Canadian Guarantor, including in respect of the Canadian Guaranty, and all other obligations or liabilities now existing or hereafter arising or incurred (including, without limitation, any amounts which accrue after the
commencement of any proceeding under any Debtor Relief Law with respect to the Canadian Borrower or such Canadian Guarantor, whether or not allowed or allowable as a claim in any such proceeding) on the part of the Canadian Borrower or such Canadian
Guarantor pursuant to this Agreement or any other Loan Document; and 
 (vi) all Cash Management Obligations of a Canadian
Loan Party arising under any Cash Management Agreement and all obligations of a Canadian Loan Party arising under any Secured Hedge Agreement; provided that (x) such Cash Management Obligations and obligations under an Secured Hedge Agreement
shall be secured and guaranteed pursuant to the Collateral Documents and the Guaranties only to the extent that, and for so long as, the other Canadian Obligations are so secured and guaranteed and (y) notwithstanding the foregoing, Canadian
Obligations of any Guarantor shall in no event include any Excluded Swap Obligations of such Guarantor; 
 together in each case with all renewals,
modifications, consolidations or extensions thereof. 
 “Canadian Pension Plans” means any plan, program or arrangement
that is a pension plan that is required to be registered under any applicable Canadian federal or provincial pension legislation, whether or not registered under any such laws, which is, or has been, maintained or contributed to by, or to which
there is or may be an obligation to contribute by, a Loan Party or Subsidiary operating in Canada in respect of any Person’s employment in Canada with such Loan Party or Subsidiary, other than plans established by statute, including the Canada
Pension Plan maintained by the government of Canada and the Quebec Pension Plan maintained by the Province of Quebec. 
 “Canadian
Prime Rate” means on any day, the greater of (a) the annual rate of interest announced from time to time by the Administrative Agent as being its reference rate then in effect for determining interest rates on Canadian
Dollar-denominated commercial loans made by it in Canada and which it refers to as its prime rate (or its equivalent or analogous rate) and (b) the yearly rate of interest to which the CDOR Rate for a
one-month term in effect from time to time is equivalent plus 1.00% per annum. 

  
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 “Canadian Prime Rate Loan” means a Loan denominated in Canadian Dollars the rate
of interest applicable to which is based upon the Canadian Prime Rate. 
 “Canadian Priority Payables” means, with respect
to any Person, any amount due and payable by such Person which is secured by a Lien which ranks or is capable of ranking prior to or pari passu with the Liens created by the Collateral Documents, including amounts due and not paid for wages,
vacation pay, severance pay, employee deductions, sales tax, excise tax, Tax payable pursuant to Part IX of the Excise Tax Act (Canada) (net of government sales tax input credits), income tax, workers compensation, government royalties,
pension fund obligations including employee and employer pension plan contributions (including “normal cost”, “special payments” and any other payments in respect of any funding deficiencies or shortfalls), overdue rents or
Taxes, and other statutory or other claims, in each case to the extent that they have or may have priority over, or rank pari passu with, such Liens created by the Collateral Documents. 

“Canadian Priority Payables Reserve” means, with respect to the Canadian Borrowing Base, the aggregate amount of reserves
established by the Administrative Agent from time to time in its Credit Judgment in respect of Canadian Priority Payables, which shall at all times be at least equal to the amount of Canadian Priority Payables set forth on the most recent Borrowing
Base Certificate delivered to the Administrative Agent pursuant to this Agreement. 
 “Canadian Protective Advance
Participation” has the meaning specified in Section 2.01(c). 
 “Canadian Required Lenders” means, as of any
date of determination, Lenders holding more than 50.00% of the sum of the (i) Canadian Revolving Credit Exposure of all Canadian Revolving Credit Lenders (with the aggregate amount of each Canadian Revolving Credit Lender’s Canadian
Protective Advance Participations being deemed “held” by such Canadian Revolving Credit Lender for purposes of this definition) and (ii) aggregate unused Canadian Revolving Credit Commitments; provided that the unused Canadian
Revolving Credit Commitment of, and the portion of the Canadian Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Canadian Required Lenders. 

“Canadian Revolving Credit Borrowing” means a borrowing consisting of Canadian Revolving Credit Loans of the same currency
and Type and, in the case of CDOR Rate Loans or Eurodollar Rate Loans, having the same Interest Period made by each of the Canadian Revolving Credit Lenders pursuant to Section 2.01(a)(ii). 

“Canadian Revolving Credit Commitment” means, as to each Canadian Revolving Credit Lender, its obligation to (a) make
Canadian Revolving Credit Loans to the Borrowers pursuant to Section 2.01(a)(ii) and (b) purchase Canadian Protective Advance Participations in Protective Advances, in an aggregate principal amount at any one time outstanding not to exceed
the amount set forth, and opposite such Lender’s name on Schedule 2.01B under the caption “Canadian Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Canadian Revolving Credit Commitments of all Canadian Revolving Credit Lenders shall be $25,000,000 on the Closing Date, as such amount may be adjusted
from time to time in accordance with the terms of this Agreement. 
 “Canadian Revolving Credit Exposure” means as to each
Canadian Revolving Credit Lender at any time, the sum of (a) the Outstanding Amount of such Canadian Revolving Credit Lender’s Canadian Revolving Credit Loans at such time and (b) each Canadian Protective Advance Participation of such
Canadian Revolving Credit Lender at such time. 

  
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 “Canadian Revolving Credit Facility” means, at any time, the aggregate amount of
the Canadian Revolving Credit Commitments at such time. 
 “Canadian Revolving Credit Lender” means, at any time, any
Lender that has a Canadian Revolving Credit Commitment or holds Canadian Revolving Credit Loans at such time. 
 “Canadian Revolving
Credit Loan” has the meaning specified in Section 2.01(a)(ii). 
 “Canadian Revolving Credit Note” means a
promissory note of the applicable Borrower payable to any Canadian Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit B-2 hereto, evidencing the aggregate Indebtedness of
the applicable Borrower to such Canadian Revolving Credit Lender resulting from the Canadian Revolving Credit Loans made by such Canadian Revolving Credit Lender. 

“Canadian Security Agreement” means, collectively, the security agreement executed by the Canadian Loan Parties substantially
in the form of Exhibit G-1, together with each security agreement supplement executed and delivered pursuant to Section 6.11. 

“Canadian Subsidiary” means any subsidiary of the Canadian Borrower that has been formed or is organized under the laws of
Canada or any province or territory thereof. 
 “Canadian Supermajority Lenders” means, as of any date of determination,
Canadian Revolving Credit Lenders holding more than 66 2/3% of the sum of the (i) Canadian Revolving Credit Exposure of all Lenders at such date (with the aggregate amount of each Canadian Revolving Credit Lender’s Canadian Protective
Advance Participations being deemed “held” by such Canadian Revolving Credit Lender for purposes of this definition) and (ii) aggregate unused Canadian Revolving Credit Commitments; provided that the unused Canadian Revolving
Credit Commitment of, and the portion of the Canadian Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Canadian Supermajority Lenders. 

“Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as
liabilities and including in all events all amounts expended or capitalized under Capitalized Leases) by the Borrowers and their Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital
expenditures on the consolidated statement of cash flows of the Borrowers and their Restricted Subsidiaries. 
 “Capitalized Lease
Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease; provided that any obligations of the Borrowers or its Restricted Subsidiaries either existing on
the Closing Date or created prior to any recharacterization described below (i) that were not included on the consolidated balance sheet of the Borrowers as capital lease obligations and (ii) that are subsequently recharacterized as
capital lease obligations or indebtedness due to a change in accounting treatment or otherwise, shall for all purposes under this Agreement (including, without limitation, the calculation of Consolidated Net Income and Consolidated EBITDA) not be
treated as capital lease obligations, Capitalized Lease Obligations or Indebtedness. 
 “Capitalized Leases” means all
leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as
a liability on a balance sheet in accordance with GAAP; provided, further, that for purposes of calculations made pursuant to the terms of this Agreement, GAAP will be deemed to treat leases in a manner consistent with its current
treatment under generally accepted accounting principles as of the Closing Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. 

  
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 “Capitalized Software Expenditures” means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities) by the Borrowers and the Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in
conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Borrowers and the Restricted Subsidiaries. 

“Cash Collateralize” has the meaning specified in Section 2.03(g). 

“Cash Dominion Period” means (a) the period from the date Excess Availability shall have been, for five
(5) consecutive Business Days, less than the greater of (i) $20,000,000 and (ii) 10.0% of the lesser of (x) the aggregate Borrowing Base and (y) the Revolving Credit Commitments to the date that Excess Availability shall have been,
for thirty (30) consecutive calendar days, at least the greater of (i) $20,000,000 and (ii) 10.0% of the lesser of (x) the aggregate Borrowing Base and (y) the Revolving Credit Commitments or (b) following the occurrence of an
Event of Default under Section 8.01(a), (b) (with respect to a Default under Section 7.11, 6.01(e) or 6.18 only), (c) (with respect to a Default under Section 6.01(d) only), (d) (with respect to misrepresentations in a Borrowing Base
Certificate only), (e), (f) and (g) for the period during which such Event of Default shall be continuing. 
 “Cash
Equivalents” means any of the following types of Investments, to the extent owned by the Borrowers or any Restricted Subsidiary: 

(1) Dollars; 

(2) (a) Canadian dollars, Sterling, Yen, euros or any national currency of any Participating Member State; or 

(b) in such local currencies held by the Borrowers or any Restricted Subsidiary from time to time in the ordinary course of
business; 
 (3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. or Canadian
government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition; 

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of
acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $250.0 million in
the case of U.S. banks and $100.0 million (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks; 

(5) repurchase obligations for underlying securities of the types described in clauses (3), (4), (7) and (8) entered
into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above; 

(6) commercial paper and variable or fixed rate notes rated at least P-2 by
Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical Rating Agency)
and in each case maturing within 24 months after the date of creation thereof; 

  
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 (7) marketable short-term money market and similar funds having a rating of at
least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent
rating from another nationally recognized statistical Rating Agency); 
 (8) readily marketable direct obligations issued by
any state, commonwealth or territory of the United States, province of Canada or any political subdivision or taxing authority thereof having an investment grade rating from either Moody’s or S&P (or, if at any time neither Moody’s nor
S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical Rating Agency) with maturities of 24 months or less from the date of acquisition; 

(9) readily marketable direct obligations issued by any foreign government or any political subdivision or public
instrumentality thereof, in each case having an investment grade rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally
recognized statistical Rating Agency) with maturities of 24 months or less from the date of acquisition; 
 (10) Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither
Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical Rating Agency); 

(11) securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by
any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above; 

(12) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2”
or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and 
 (13) investment funds
investing at least 90% of their assets in securities of the types described in clauses (1) through (12) above. 
 In the case of
Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (a) investments of the type and maturity described in clauses
(1) through (8) and clauses (10), (11), (12) and (13) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign
rating agencies and (b) other short-term investments utilized by such Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments
in clauses (1) through (13) and in this paragraph. 
 Notwithstanding the foregoing, Cash Equivalents shall include amounts
denominated in currencies other than those set forth in clauses (1) and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within
ten (10) Business Days following the receipt of such amounts. 

  
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 For the avoidance of doubt, any items identified as Cash Equivalents under this definition will
be deemed to be Cash Equivalents for all purposes regardless of the treatment of such items under GAAP. 
 “Cash Flow
Collateral” has the meaning given to such term in the ABL Intercreditor Agreement. 
 “Cash Flow Collateral Agent”
means Credit Suisse AG, Cayman Islands Branch, and any successor, as agent under the Cash Flow Credit Agreement, or if there is no Cash Flow Credit Agreement, the “Cash Flow Collateral Agent” designated pursuant to the terms of the Cash
Flow Debt. 
 “Cash Flow Credit Agreement” means the Cash Flow Credit Agreement, to be dated as of the Closing Date among
the U.S. Borrower, Holdings, certain Domestic Subsidiaries of the U.S. Borrower, the Cash Flow Collateral Agent and the other financial institutions party thereto, as amended, restated, supplemented or otherwise modified from time to time. 

“Cash Flow Debt” means (1) any Indebtedness outstanding from time to time under the Cash Flow Credit Agreement,
(2) all obligations with respect to such Indebtedness and any Swap Contract incurred with any Cash Flow Lender (or its Affiliates) and secured by the Cash Flow Collateral and (3) all obligations under agreements providing for Cash
Management Services incurred with any Cash Flow Lender (or its Affiliates) and secured by the Cash Flow Collateral. 
 “Cash Flow
Lender” means any lender or holder or agent or arranger of Indebtedness under the Cash Flow Credit Agreement. 
 “Cash Flow
Priority Collateral” has the meaning given to such term in the ABL Intercreditor Agreement. 
 “Cash Management
Agreement” means any agreement to provide Cash Management Services; provided that such Cash Management Agreement is not secured by the Cash Flow Collateral. 

“Cash Management Bank” means any Person that, at the time it enters into a Cash Management Agreement, is the Administrative
Agent, a Lender or an Affiliate of the Administrative Agent or a Lender or any Person that was the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or the Lender at the Closing Date, in each case in its capacity as a party
to such Cash Management Agreement, in each case in respect of services provided under such Cash Management Agreement to a Loan Party. 

“Cash Management Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of
such Person under or in respect of a Cash Management Agreement. 
 “Cash Management Services” means any one or more of the
following types of services or facilities provided to any Loan Party by a Cash Management Bank: (i) ACH transactions, (ii) treasury and/or cash management services, including, without limitation, controlled disbursement services,
(iii) foreign exchange facilities, (iv) credit or debit cards (including commercial cards (including so-called “purchase cards,” procurement cards,” or
“p-cards”)), (v) credit card processing services, (vi) stored value cards, (vii) deposit and other accounts and (viii) merchant services (other than those constituting a line of
credit). 
 “Casualty Event” means any event that gives rise to the receipt by the U.S. Borrower or any Restricted
Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or Real Property (including any improvements thereon) to replace or repair such equipment or to compensate such Person for the taking thereof,
fixed assets or Real Property. 

  
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 “CDOR Rate” means, for the relevant Interest Period, the Canadian dealer offered
rate which, in turn means on any day the sum of (a) the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant Interest Period for
Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on the “Reuters Screen CDOR Page” as defined in the International Swaps and Derivatives Association Inc. definitions, as modified and amended from time
to time, as of 10:00 a.m., Toronto time, on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00 a.m., Toronto time, to reflect any error in the posted
rate of interest or in the posted average annual rate of interest) plus (b) 0.10% per annum; provided that if such rates are not available on the Reuters Screen CDOR Page on any particular day, then the Canadian deposit offered rate
component of such rate on that day shall be calculated as the cost of funds quoted by the Administrative Agent to raise Canadian Dollars for the applicable Interest Period as of 10:00 a.m., Toronto time, on such day for commercial loans or other
extensions of credit to businesses of comparable credit risk; or if such day is not a Business Day, then as quoted by the Administrative Agent on the immediately preceding Business Day; provided further that if the CDOR Rate for any Interest
Period shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. 
 “CDOR Rate
Loan” means a Loan that bears interest at a rate based on the applicable CDOR Rate. 
 “CERCLA” means the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as subsequently amended, and the regulations promulgated thereunder. 

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or
taking effect of any law, rule, regulation or treaty; (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (iii) the compliance by any
Lender or L/C Issuer with any written request, guideline or directive (whether or not having the force of law, but if not having force of law, then being one with which the relevant party would customarily comply) by any Governmental Authority;
provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Pub. L. No. 111-203) 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 and with respect to any
Lender claiming increasing costs or charges pursuant to Section 3.01 or 3.04, only to the extent such Lender imposes the same charges on other similarly situated borrowers under comparable facilities. 

“Change of Control” shall be deemed to occur if: 

(i) at any time prior to a Qualified IPO, any combination of Permitted Holders shall fail to own beneficially (within the
meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, in the aggregate Equity Interests representing at least a majority of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of Holdings; 
 (ii) at any time after a Qualified IPO, any person
or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than any combination of the Investors
or any “group” including any Permitted Holders, shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest in Holdings’ Equity Interests and the Permitted Holders shall own, directly or
indirectly, less than such person or “group” on a fully diluted basis of the voting interest in Holdings’ Equity Interests; 

  
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 (iii) a “change of control” (or similar event) shall occur under the
Cash Flow Credit Agreement, the Senior Notes or any other Indebtedness for borrowed money permitted under Section 7.03 with an aggregate outstanding principal amount in excess of the Threshold Amount or any Permitted Refinancing Indebtedness in
respect of any of the foregoing with an aggregate outstanding principal amount in excess of the Threshold Amount; 
 (iv)
Holdings shall cease to own directly 100% of the Equity Interests of U.S. Borrower; or 
 (v) Holdings shall cease to own
directly or indirectly 100% of the Equity Interests of the Canadian Borrower. 
 “Citibank” has the meaning specified in
the introductory paragraph hereto. 
 “Citibank L/C Sublimit” means $100,000,000. 

“Closing Date” means the date on which all conditions precedent to the effectiveness of this Agreement in Section 4.01
have been satisfied or waived pursuant to the terms hereof, which date shall be July 3, 2014. 
 “Code” means the U.S.
Internal Revenue Code of 1986, as amended. 
 “COLI Loans” means those certain loans borrowed from time to time by The
Gates Corporation against group life insurance policies from Mass Mutual (or any successor thereto) and the associated group life insurance policies. 

“Collateral” means the Canadian Collateral and the U.S. Collateral. 

“Collateral Access Agreement” means an agreement reasonably satisfactory in form and substance to the Collateral Agent
executed by (i) a bailee or other Person in possession of Collateral, including, without limitation, any warehouseman and (ii) a landlord of Real Property leased by any Loan Party (including, without limitation, any warehouse or
distribution center), pursuant to which such Person (A) acknowledges the Collateral Agent’s Lien on the Collateral, (B) releases or subordinates such Person’s Liens in the Collateral held by such Person or located on such Real
Property, (C) agrees to furnish the Collateral Agent with access to the Collateral in such Person’s possession or on Real Property for the purpose of conducting a Liquidation and (D) makes such other agreements with the Collateral
Agent as the Collateral Agent may reasonably require. 
 “Collateral Agent” means Citibank in its capacity as collateral
agent with respect to the Collateral under any of the Loan Documents, or any successor collateral agent. 
 “Collateral and
Guarantee Requirement” means, at any time, the requirement that: 
 (a) the Administrative Agent shall have received
each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01(a) or from time to time pursuant to Section 6.11, Section 6.13 or Section 6.16, subject to the limitations and exceptions of this
Agreement, duly executed by each Loan Party party thereto; 

  
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 (b) the Canadian Obligations shall have been guaranteed by the Canadian
Guarantors and the U.S. Guarantors pursuant to Article XII and the U.S. Obligations shall have been guaranteed by the U.S. Guarantors pursuant to Article XI; 

(c) (x) the U.S. Obligations shall have been secured pursuant to the U.S. Security Agreement by a perfected security interest,
with the priority required by the ABL Intercreditor Agreement, in (i) all the Equity Interests of the U.S. Borrower and (ii) all Equity Interests of each Restricted Subsidiary (that is not an Excluded Subsidiary (other than any Restricted
Subsidiary that is an Excluded Subsidiary solely pursuant to clause (d), (e), (f), (g) or (h) of the definition thereof)) directly owned by any U.S. Loan Party, subject to exceptions and limitations otherwise set forth in this Agreement and the
Collateral Documents (to the extent appropriate in the applicable jurisdiction) (and the Administrative Agent (or, in the case of certificates or instruments constituting Cash Flow Priority Collateral, the Cash Flow Collateral Agent as bailee for
the Collateral Agent in accordance with the ABL Intercreditor Agreement) shall have received certificates or other instruments representing all such Equity Interests (if any), together with undated stock powers or other instruments of transfer with
respect thereto endorsed in blank) and (y) the Canadian Obligations shall have been secured pursuant to the Canadian Security Agreement (and, if applicable, the Quebec Security Documents) and the U.S. Security Agreement by (i) a perfected
security interest in all the Equity Interests of the Canadian Borrower (with the priority required by the ABL Intercreditor Agreement) and a perfected security interest (with the priority required by the ABL Intercreditor Agreement) in all the
Equity Interests of the U.S. Borrower and (ii) a perfected security interest (with the priority required by the ABL Intercreditor Agreement) in all Equity Interests of each Restricted Subsidiary (that is not an Excluded Subsidiary (other than
any Restricted Subsidiary that is an Excluded Subsidiary solely pursuant to clause (d), (e), (f), (g) or (h) of the definition thereof)) directly owned by any Loan Party, subject to exceptions and limitations otherwise set forth in this
Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction) (and the Administrative Agent (or, in the case of certificates or instruments constituting Cash Flow Priority Collateral, the Cash Flow Collateral
Agent as bailee for the Collateral Agent in accordance with the ABL Intercreditor Agreement) shall have received certificates or other instruments representing all such Equity Interests (if any), together with undated stock powers or other
instruments of transfer with respect thereto endorsed in blank); 
 (d) subject to the terms of the ABL Intercreditor
Agreement, all Pledged Debt owing to any Loan Party that is evidenced by a promissory note shall have been delivered to the Administrative Agent pursuant to the applicable Security Agreement and the Administrative Agent shall have received all such
promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank; 
 (e) (x) the
Canadian Obligations shall have been secured by a perfected security interest in, and Mortgages on, substantially all now owned or, in the case of real property, fee owned, or at any time hereafter acquired tangible and intangible assets of each
Loan Party and (y) the U.S. Obligations shall have been secured by a perfected security interest in, and Mortgages on, substantially all now owned or, in the case of real property, fee owned, or at any time hereafter acquired, tangible and
intangible assets of each U.S. Loan Party, in the case of clause (x) and (y), (i) including Equity Interests, intercompany debt, accounts, inventory, equipment, investment property, contract rights, intellectual property in, other general
intangibles, Material Real Property (and proceeds of the foregoing), and (ii) subject to exceptions and limitations otherwise set forth in this Agreement and the applicable Collateral Documents (to the extent appropriate in the applicable
jurisdiction), in each case with the priority required by the applicable Collateral Documents; 

  
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 (f) subject to limitations and exceptions of this Agreement and the Collateral
Documents, to the extent a security interest in and Mortgages on any Material Real Property are required pursuant to clause (c) above or under Sections 6.11, 6.13 or 6.16 (each, a “Mortgaged Property”), the Administrative
Agent shall have received (i) counterparts of a Mortgage with respect to such Mortgaged Property duly executed and delivered by the record owner of such property, together with evidence such Mortgage has been duly executed, acknowledged and
delivered by a duly authorized officer of each party thereto, in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and
subsisting perfected Lien (subject only to Liens described in clause (ii) below) on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the applicable Secured Parties, and evidence that all filing
and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby,
then the amount secured by the Mortgage shall be limited to 100% of the fair market value of the property at the time the Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value),
(ii) in the case of any Mortgaged Property located in the U.S., fully paid American Land Title Association Lender’s policies of title insurance (or marked-up title insurance commitments having the
effect of policies of title insurance) on the Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and their respective successors and assigns (the “Mortgage Policies”) issued
by a nationally recognized title insurance company reasonably acceptable to the Collateral Agent in form and substance and in an amount reasonably acceptable to the Collateral Agent (not to exceed 100% of the fair market value of the real properties
covered thereby), insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 7.01 or Liens otherwise consented to by the Collateral Agent,
each of which shall (A) to the extent reasonably necessary, include such coinsurance and reinsurance arrangements (with provisions for direct access, if reasonably necessary) as shall be reasonably acceptable to the Collateral Agent,
(B) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the
insured property up to a stated maximum coverage amount), and (C) have been supplemented by such endorsements as shall be reasonably requested by the Collateral Agent, to the extent such endorsements are available in the applicable jurisdiction
at commercially reasonable rates, (iii) opinions from local counsel in each jurisdiction (A) where a Mortgaged Property is located regarding the enforceability of the Mortgage and (B) where the applicable Loan Party granting the
Mortgage on said Mortgaged Property is organized, regarding the due authorization, execution and delivery of such Mortgage, and in each case, such other matters as may be in form and substance reasonably satisfactory to the Collateral Agent,
(iv) a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster
assistance), duly executed and acknowledged by the appropriate Loan Parties, together with evidence of flood insurance, to the extent required under Section 6.07(c) hereof and (v) a new ALTA or such existing surveys together with no change
affidavits sufficient for the title company to remove all standard survey exceptions from the Mortgage Policies and issue the endorsements required in clause (ii) above; 

(g) except as otherwise contemplated by this Agreement or any Collateral Document, all certificates, agreements, documents and
instruments, including Uniform Commercial Code and PPSA financing statements (or similar documents) and filings with the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office, required by
the Collateral Documents, applicable Law or reasonably requested by the Administrative Agent to be filed, delivered, registered or recorded to create the Liens intended to 

  
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be created by the Collateral Documents and perfect such Liens to the extent required by, and with the priority required by, the Collateral Documents and the other provisions of the term
“Collateral and Guarantee Requirement,” shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording; and 

(h) after the Closing Date, each Restricted Subsidiary of a Borrower that is not then a Guarantor and not an Excluded
Subsidiary shall become a Guarantor and signatory to this Agreement pursuant to a joinder agreement in accordance with Sections 6.11 or 6.13 and a party to the applicable Collateral Documents in accordance with Section 6.11;
provided that notwithstanding the foregoing provisions, any Subsidiary of a Borrower that Guarantees (other than Guarantees by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary) the Senior Notes, the Cash Flow Credit
Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount or any Permitted Refinancing of any of the foregoing shall be a Guarantor hereunder of the applicable Secured Obligations for so long as it Guarantees such
Indebtedness. 
 Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the
contrary: 
 (A) the foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or
perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to the following (collectively, “Excluded Assets”): (i) any property or
assets owned by any Foreign Subsidiary (other than a Canadian Subsidiary) or an Unrestricted Subsidiary, (ii) any lease, license, contract, agreement or other general intangible or any property subject to a purchase money security interest,
Capitalized Lease Obligation or similar arrangement, in each case permitted under this Agreement, to the extent that a grant of a security interest therein would violate or invalidate such lease, license, contract, agreement or other general
intangible, Capitalized Lease Obligations or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party) after giving effect to the applicable anti-assignment provisions of the Uniform
Commercial Code, the PPSA or other applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code, the PPSA or other applicable Law notwithstanding such
prohibition, (iii) any interest in fee-owned real property (other than Material Real Properties), (iv) any interest in leased real property (including any requirement to deliver landlord waivers,
estoppels and Collateral Access Agreements other than to the extent required to comply with Borrowing Base requirements; provided that a failure to provide a landlord waiver, estoppel or Collateral Access Agreement shall result in the
creation of a Rent and Charges Reserve and not an Event of Default), (v) motor vehicles and other assets subject to certificates of title except to the extent perfection of a security interest therein may be accomplished by filing of financing
statements in appropriate form in the applicable jurisdiction under the Uniform Commercial Code or the PPSA, (vi) Margin Stock and Equity Interests of any Person other than wholly-owned Subsidiaries that are Restricted Subsidiaries (that is not
an Excluded Subsidiary (other than any Restricted Subsidiary that is an Excluded Subsidiary solely pursuant to clauses (d), (e), (f), (g) or (h) of the definition thereof)), (vii) any trademark application filed in the United States
Patent and Trademark Office on the basis of any applicable Loan Party’s “intent to use” such mark and for which a form evidencing use of the mark has not yet been filed with the United States Patent and Trademark Office, to the extent
that granting a security interest in such trademark application prior to such filing would impair the enforceability or validity of such trademark application or any registration that issues therefrom under applicable federal Law, (viii) the
creation or perfection of pledges of, or security interests in, any property or assets that would result in material adverse tax consequences to Holdings, the U.S. Borrower, or 

  
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any of its Subsidiaries, as reasonably determined by the U.S. Borrower in consultation with the Administrative Agent and communicated in writing delivered to the Collateral Agent, other than tax
consequences resulting from the application of the proposed amendments to the ITA contained in Sections 37 and 38 of the Notice of Ways and Means Motion to Amend the Income Tax Act and Other Tax Legislation that accompanied the Canadian federal
budget tabled by the Minister of Finance (Canada) on February 11, 2014 (or such proposal or proposals as amended or enacted or successor provisions thereto) (the “Canadian BTB Proposals”), (ix) any governmental licenses or
state or local franchises, charters and authorizations, to the extent a security in any such license, franchise, charter or authorization is prohibited or restricted thereby after giving effect to the anti-assignment provision of the Uniform
Commercial Code, the PPSA and other applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code, the PPSA or other applicable Law notwithstanding such
prohibition or restriction, (x) pledges and security interests prohibited or restricted by applicable Law (including any requirement to obtain the consent of any governmental authority or third party (other than a Loan Party)), (xi) all
commercial tort claims in an amount less than $10.0 million, (xii) [reserved], (xiii) letter of credit rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection of the security
interest in such other Collateral is accomplished by the filing of a Uniform Commercial Code or PPSA financing statement (or similar document) (it being understood that no actions shall be required to perfect a security interest in letter of credit
rights, other than the filing of a Uniform Commercial Code or PPSA financing statement) (or similar document), (xiv) cash and Cash Equivalents (other than cash and Cash Equivalents (i) representing proceeds of Collateral, it being
understood that all proceeds of Collateral shall be Collateral or (ii) that are held, carried or maintained in or otherwise credited to any deposit account or securities account (such terms as defined in the Uniform Commercial Code or the PPSA)
that are subject to the requirements of Section 6.18), (xv) any particular assets if the burden, cost or consequence of creating or perfecting such pledges or security interests in such assets is excessive in relation to the benefits to be
obtained therefrom by the Lenders under the Loan Documents as mutually agreed by the U.S. Borrower and the Administrative Agent and communicated in writing delivered to the Collateral Agent and (xvi) proceeds from any and all of the foregoing
assets described in clauses (i) through (xv) above to the extent such proceeds would otherwise be excluded pursuant to clauses (i) through (xv) above; 

(B) (i) except to the extent set forth in Section 6.18, the foregoing definition shall not require control agreements with
respect to any cash, deposit accounts or securities accounts or any other assets requiring perfection through control agreements; (ii) no actions in any non-U.S. jurisdiction or required by the laws of
any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S., including any intellectual property registered in any non-U.S. jurisdiction, or to perfect such security interests, it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction, in each case,
other than Canada and the provinces and territories thereof and (iii) except to the extent that perfection and priority may be achieved by the filing of a financing statement under the Uniform Commercial Code or the PPSA with respect to a
Borrower or a Guarantor, the Loan Documents shall not contain any requirements as to perfection or priority with respect to any assets or property described in clauses (i) or (ii) of this clause (B) (in each case, other than any
assets or property located or titled in Canada or any province or territory thereof); 
 (C) the Administrative Agent in its
discretion may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions beyond the Closing
Date) where it reasonably determines, in consultation with the U.S. Borrower and communicated 

  
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in writing delivered to the Collateral Agent, that the creation or perfection of security interests and Mortgages on, or obtaining of title insurance or taking other actions, or any other
compliance with the requirements of this definition cannot be accomplished without undue delay, burden or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents; provided that the
Collateral Agent (or, in the case of certificates or instruments constituting Cash Flow Priority Collateral, the Cash Flow Collateral Agent as bailee for the Collateral Agent in accordance with the ABL Intercreditor Agreement) shall have received on
or prior to the Closing Date (i) Uniform Commercial Code and PPSA financing statements (or similar documents) in appropriate form for filing under the Uniform Commercial Code and the PPSA, respectively, in the jurisdiction of incorporation or
organization of each Loan Party (and, in the case of Canada, in each jurisdiction where such financing statement or similar document is necessary to perfect a security interest in the Collateral), (ii) filings with the United States Copyright
Office and the United States Patent and Trademark Office and the Canadian Intellectual Property Office and (iii) any certificates or instruments representing or evidencing Equity Interests of the Borrowers and their respective Subsidiaries
(other than any Excluded Subsidiary) accompanied by instruments of transfer and stock powers undated and endorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates,
powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel or, to the extent constituting Cash Flow Priority Collateral, the Cash Flow Collateral Agent or its counsel); provided further that the Collateral
Agent shall have received the items set forth on Schedule 6.16 on or prior to the date(s) set forth therein; and 
 (D)
Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations (if any) set forth in this Agreement and the Collateral Documents. 

“Collateral Documents” means, collectively, the Security Agreements, the Quebec Security Documents, the Canadian Intellectual
Property Security Agreements, the U.S. Intellectual Property Security Agreements, any Collateral Access Agreement, any Deposit Account Control Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements,
security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent and the Lenders pursuant to Section 4.01, 6.11, 6.13 or 6.18, the Guaranties and each of the other agreements, instruments or documents that
creates or purports to create a Lien or Guarantee in favor of the Collateral Agent for the benefit of the Secured Parties. 

“Collateral Proceeds Account” has the meaning given to such term in the ABL Intercreditor Agreement. 

“Commitment Fees” has the meaning specified in Section 2.09(a)(ii). 

“Committed Loan Notice” means a notice of (i) a Borrowing, (ii) a conversion of Revolving Credit Loans from one
Type to the other or (iii) a continuation of Eurodollar Rate Loans or CDOR Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A-1. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.), as amended from time to time,
and any successor statute. 
 “Company” has the meaning specified in the introductory paragraph hereto. 

“Compliance Certificate” means a certificate substantially in the form of Exhibit D. 

  
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 “Consolidated Cash Interest Expense” means cash interest expense, net of cash
interest income of the Borrowers and the Restricted Subsidiaries with respect to all outstanding Indebtedness of the Borrowers and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers’ acceptance financing and net costs under hedging agreements, but excluding, for the avoidance of doubt, (i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and
any other amounts of non-cash interest (including as a result of the effects of acquisition method accounting or pushdown accounting), (ii) non-cash interest expense
attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting
Standards Codification No. 815-Derivatives and Hedging, (iii) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates,
(iv) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations, (v) any amortization or write-down of deferred
financing fees, debt issuance costs including original issue discount, discounted liabilities, commissions, fees and expenses, (vi) any expensing of commitment and other financing fees and (vii) penalties and interest related to Taxes, but
including any cash costs otherwise excluded by the definition thereof. 
 “Consolidated EBITDA” means, for any period, the
Consolidated Net Income for such period: 
 (i) increased (without duplication) by the following, in each case (other than
with respect to clauses (H) and (K)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period: 

(A) (x) provision for taxes based on income, profits or capital gains of the Borrowers and their Restricted Subsidiaries,
including, without limitation, federal, state, provincial, franchise and similar taxes and foreign withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest
related to such taxes or arising from tax examinations), (y) if any Borrower is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period or any portion thereof, the amount of
distributions actually made to any direct or indirect parent company of such Borrower in respect of such period in accordance with Section 7.06(i) and (z) the net tax expense associated with any adjustments made pursuant to clauses
(i) through (xv) of the definition of “Consolidated Net Income”; plus 
 (B) Fixed Charges for such
period (including (x) net losses on Swap Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and other financing fees and (z) costs of surety bonds in connection with
financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (1)(s) through (x) in the definition thereof); plus 

(C) with respect to the Borrowers for such period, the total amount of depreciation and amortization expenses and capitalized
fees related to any Capitalized Software Expenditures of the Borrowers and their Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP; plus 

(D) the amount of any restructuring charges or reserves, equity-based or non-cash
compensation charges or expenses including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, retention charges (including charges or expenses in respect of
incentive plans), start-up or initial costs for any project or new production line, division or new line of 

  
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business or other business optimization expenses or reserves including, without limitation, costs or reserves associated with improvements to information technology and accounting functions,
integration and facilities opening costs or any one-time costs incurred in connection with acquisitions and investments and costs related to the closure and/or consolidation of facilities; plus 

(E) any other non-cash charges, including any write-offs or write-downs reducing
Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (1) the U.S. Borrower may elect
not to add back such non-cash charge in the current period and (2) to the extent the U.S. Borrower elects to add back such non-cash charge, the cash payment in
respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus 

(F) the amount of any non-controlling interest or minority interest expense consisting
of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary; plus 

(G) the amount of management, monitoring, consulting, advisory fees and other fees (including termination fees) and indemnities
and expenses paid or accrued in such period under the Investor Management Agreement (and related agreements or arrangements) or otherwise to the Investors to the extent otherwise permitted under Section 7.08; plus 

(H) the amount of (x) “run rate” cost savings, operating expense reductions and synergies related to the Transactions
that are reasonably identifiable and factually supportable and projected by the Borrowers in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good
faith determination of the U.S. Borrower) within 36 months after the Closing Date, net the amount of actual benefits realized during such period from such actions, and (y) “run rate” cost savings, operating expense reductions and synergies
related to mergers and other business combinations, acquisitions, divestitures, restructurings, cost savings initiatives and other similar initiatives consummated after the Closing Date that are reasonably identifiable and factually supportable and
projected by the Borrowers in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the U.S. Borrower) within 24 months after
a merger or other business combination, acquisition, divestiture, restructuring, cost savings initiative or other initiative is consummated, net the amount of actual benefits realized during such period from such actions, in each case, calculated on
a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period for which Consolidated EBITDA is being determined and as if such cost savings, operating expense reductions
and synergies were realized during the entirety of such period; plus; 
 (I) [reserved]; plus 

(J) any costs or expense incurred by the Borrowers or a Restricted Subsidiary pursuant to any management equity plan or stock
option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Borrowers or net
cash proceeds of an issuance of Equity Interest of the Borrowers (other than Disqualified Equity Interest); plus 

  
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 (K) cash receipts (or any netting arrangements resulting in reduced cash
expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant
to clause (ii) below for any previous period and not added back; plus 
 (L) any net loss from disposed, abandoned or
discontinued operations; 
 (ii) decreased (without duplication) by the following, in each case to the extent included in
determining Consolidated Net Income for such period: 
 (a) non-cash gains increasing
Consolidated Net Income of the Borrowers for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated
EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period; plus 

(b) any net income from disposed, abandoned or discontinued operations. 

There shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person,
property, business or asset acquired by a Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold,
transferred or otherwise disposed by such Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or
Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired
EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted
Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, an
adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as
specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business
or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an
agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by a Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a
“Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based
on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). 

Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period
that includes any of the fiscal quarters ended 

  
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June 30, 2013, September 30, 2013, December 31, 2013 and March 31, 2014, Consolidated EBITDA for such fiscal quarters shall be $158.8 million, $149.2 million,
$142.1 million and $149.5 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for the applicable Test Period with respect to any acquisitions, dispositions or
conversions occurring after the Closing Date. 
 “Consolidated Fixed Charge Coverage Ratio” means, with respect to the
Borrowers and their Restricted Subsidiaries for any period, the ratio of (a)(i) Consolidated EBITDA for such period minus (ii) Capital Expenditures (other than Capital Expenditures to the extent financed with proceeds of long-term Indebtedness
(other than the Loans) or Qualified Equity Interests) minus (iii) taxes for such period based on income, profits or capital, including federal, foreign, state, franchise, excise and similar taxes (including with respect to repatriated funds) of
the Borrowers and the Restricted Subsidiaries, net of cash funds received, paid in cash to the (b) Fixed Charges for such period. In the event that any Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires
or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Equity Interests or
preferred stock subsequent to the commencement of the period for which the Consolidated Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Fixed Charge Coverage
Ratio is made (the “Consolidated Fixed Charge Coverage Ratio Calculation Date”), then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving Pro Forma Effect to such incurrence, assumption, guarantee, redemption,
repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Equity Interests or preferred stock, as if the same had occurred at the beginning of the applicable four-quarter period. 

For purposes of making the computation referred to above, Investments, acquisitions, Dispositions, mergers, amalgamations, consolidations and
discontinued operations (as determined in accordance with GAAP) that have been made by a Borrower or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or
simultaneously with the Consolidated Fixed Charge Coverage Ratio Calculation Date shall be calculated on a Pro Forma Basis assuming that all such Investments, acquisitions, Dispositions, mergers, amalgamations, consolidations and discontinued
operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person
that subsequently became a Restricted Subsidiary or was merged with or into a Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, Disposition, merger, amalgamation,
consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving Pro Forma Effect thereto for such period as if such Investment,
acquisition, Disposition, merger, amalgamation, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period. 

“Consolidated Interest Expense” means, for any period, the sum, without duplication, of: 

(i) consolidated interest expense of the Borrowers and their Restricted Subsidiaries for such period, to the extent such
expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other
fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense
attributable to the movement in the mark to market valuation of Swap Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any made (less net
payments, if any, received), pursuant to interest rate Swap Obligations with respect to Indebtedness, 

  
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and excluding (r) any additional interest with respect to failure to comply with any registration rights agreement owing with respect to the Senior Notes or other securities, (s) costs
associated with obtaining Swap Obligations, (t) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with the
Transactions or any acquisition, (u) penalties and interest relating to taxes, (v) any “additional interest” or “liquidated damages” with respect to other securities for failure to timely comply with registration rights
obligations, (w) amortization or expensing of deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees and expenses and discounted liabilities, (x) any expensing of bridge, commitment and other financing
fees and any other fees related to the Transactions or any acquisitions after the Closing Date, (y) any accretion of accrued interest on discounted liabilities and any prepayment premium or penalty and (z) the interest component associated
with COLI Loans); plus 
 (ii) consolidated capitalized interest of the Borrowers and their Restricted Subsidiaries for such
period, whether paid or accrued; less 
 (iii) interest income of the Borrowers and their Restricted Subsidiaries for such
period. 
 For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by the U.S. Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 

“Consolidated Net Income” means, for any period, the net income (loss) of the Borrowers and the Restricted Subsidiaries for
such period determined on a consolidated basis in accordance with GAAP; provided, however, that, without duplication, 

(i) any after-tax effect of extraordinary,
non-recurring or unusual gains or losses (less all fees and expenses relating thereto), charges or expenses (including relating to any multi-year strategic initiatives), Transaction Expenses, restructuring and
duplicative running costs, relocation costs, integration costs, facility consolidation and closing costs, severance costs and expenses, one-time compensation charges, costs relating to pre-opening and opening costs for facilities, signing, retention and completion bonuses, costs incurred in connection with any strategic initiatives, transition costs, costs incurred in connection with acquisitions
and non-recurring product and intellectual property development, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design, retention
charges, system establishment costs and implementation costs) and operating expenses attributable to the implementation of cost-savings initiatives, and curtailments or modifications to pension and post-retirement employee benefit plans shall be
excluded; 
 (ii) the cumulative after tax effect of a change in accounting principles and changes as a result of the
adoption or modification of accounting policies during such period shall be excluded; 
 (iii) any net after-tax effect of gains or losses on disposal, abandonment or discontinuance of disposed, abandoned or discontinued operations, as applicable, shall be excluded; 

(iv) any net after-tax effect of gains or losses (less all fees, expenses and charges
relating thereto) attributable to asset dispositions (including, for the avoidance of doubt, bulk subscriber contract sales) or abandonments or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of
business shall be excluded; 

  
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 (v) the net income for such period of any Person that is not a Subsidiary of a
Borrower, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting shall be excluded; provided that Consolidated Net Income of the Borrowers shall be increased by the amount of dividends or distributions
or other payments (other than Excluded Contributions) that are actually paid in cash (or to the extent converted into cash) to a Borrower or a Restricted Subsidiary thereof in respect of such period; 

(vi) [reserved]; 

(vii) effects of adjustments (including the effects of such adjustments pushed down to a Borrower and its Restricted
Subsidiaries) in the Borrowers’ consolidated financial statements pursuant to GAAP (including in the inventory (including any impact of changes to inventory valuation policy methods, including changes in capitalization of variances), property
and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or
purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition or joint venture investment or the amortization or write-off or write-down of any amounts thereof, net of
taxes, shall be excluded; 
 (viii) any after-tax effect of income (loss) from the
early extinguishment or conversion of (i) Indebtedness, (ii) Swap Obligations or (iii) other derivative instruments shall be excluded; 

(ix) any impairment charge or asset write-off or write-down, including impairment
charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result of a change in law or regulation, in each case,
pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded; 
 (x) any equity-based or non-cash compensation charge or expense including any such charge or expense arising from grants of stock appreciation or similar rights, stock options, restricted stock, profits interests or other rights or equity
or equity-based incentive programs (“equity incentives”), any one-time cash charges associated with the equity incentives or other long-term incentive compensation plans (including under the
Borrowers’ deferred compensation arrangements), roll-over, acceleration, or payout of Equity Interests by management, other employees or business partners of any Borrower or any of its direct or indirect parent companies, shall be excluded;

 (xi) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection
with any acquisition, recapitalization, investment, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the offering and issuance of the Senior Notes and other securities and the syndication and
incurrence of the Cash Flow Credit Agreement and the Revolving Credit Facility), issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Senior
Notes and other securities and the Cash Flow Credit Agreement and the Revolving Credit Facility) and including, in each case, any such transaction consummated on or prior to the Closing Date and any such transaction undertaken but not completed, and
any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt the
effects of expensing all transaction related expenses in accordance with Financial Accounting Standards Board Accounting Standards Codification 805), shall be excluded; 

  
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 (xii) accruals and reserves that are established or adjusted within twelve months
after the Closing Date that are so required to be established or adjusted as a result of the Transactions (or within twelve months after the closing of any acquisition that are so required to be established as a result of such acquisition) in
accordance with GAAP or changes as a result of modifications of accounting policies shall be excluded; 
 (xiii) any
expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as the U.S. Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the
insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed
within the applicable 365-day period), shall be excluded; 
 (xiv) any non-cash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation—Stock Compensation, shall be excluded; 

(xv) the following items shall be excluded: 

(a) any net unrealized gain or loss (after any offset) resulting in such period from Swap Obligations and the application of
Accounting Standards Codification Topic No. 815, Derivatives and Hedging, 
 (b) any net unrealized gain or loss
(after any offset) resulting in such period from currency translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Swap Obligations for currency exchange risk) and
any other foreign currency translation gains and losses, to the extent such gain or losses are non-cash items, 

(c) any adjustments resulting for the application of Accounting Standards Codification Topic No. 460, Guarantees,
or any comparable regulation, 
 (d) effects of adjustments to accruals and reserves during a prior period relating to any
change in the methodology of calculating reserves for returns, rebates and other chargebacks, and 
 (e) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments; and 

(xvi) if such Person is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes
for such period or any portion thereof, the amount of distributions actually made to any direct or indirect parent company of such Person in respect of such period in accordance with Section 7.06(i)(iii) shall be included in calculating
Consolidated Net Income as though such amounts had been paid as taxes directly by such Person for such period. 
 In addition, to the extent
not already included in the Consolidated Net Income of the Borrowers and their Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business
interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, investment or any sale, conveyance, transfer or other disposition of
assets permitted under this Agreement. 

  
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 “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. 

“Control” has the meaning specified in the definition of “Affiliate.” 

“Converted Restricted Subsidiary” has the meaning set forth in the definition of “Consolidated EBITDA.” 

“Converted Unrestricted Subsidiary” has the meaning set forth in the definition of “Consolidated EBITDA.” 

“Credit Extension” means each of the following: (i) a Borrowing, and (ii) an L/C Credit Extension. 

“Credit Judgment” means the Administrative Agent’s commercially reasonable judgment exercised in good faith, based upon
its consideration of any factor that it reasonably believes (i) could materially adversely affect the quantity, quality, mix or value of Collateral (including any applicable Laws that may inhibit collection of an Account), the enforceability or
priority of the Administrative Agent’s Liens, or the amount that the Administrative Agent and the Lenders could receive in liquidation of any Collateral; (ii) that any collateral report or financial information delivered by any Loan Party
is incomplete, inaccurate or misleading in any material respect; (iii) materially increases the likelihood of any Insolvency Proceeding involving a Loan Party; or (iv) creates or could result in an Event of Default. In exercising such
judgment, the Administrative Agent may consider any factors that could materially increase the credit risk of lending to the Borrowers on the security of the Collateral. 

“DDAs” means any checking or other demand deposit account maintained by the Loan Parties (other than any Collateral Proceeds
Account). All funds in such DDAs shall be conclusively presumed to be Collateral and proceeds of Collateral, and the Agents or the Lenders shall have no duty to inquire as to the source of the amounts on deposit in the DDAs. 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the
Companies’ Creditors Arrangement Act (Canada), the Civil Code of Quebec 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, including any applicable Canadian corporate legislation as now or hereafter in effect.

 “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. 
 “Default Rate” means an interest rate equal to (a) the Base
Rate plus (b) the Applicable Rate, if any, applicable to Revolving Credit Loans that are Base Rate Loans plus (c) 2.0% per annum; provided that with respect to the overdue principal or interest in respect of a Eurodollar Rate Loan,
Canadian Prime Rate Loan or CDOR Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.00% per annum, in each case, to the fullest extent permitted
by applicable Laws. 

  
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 “Defaulted Amount” has the meaning specified in Section 2.12(b)(iii). 

“Defaulting Lender” means a Lender during the period and only for so long as a Lender Default is in effect with respect to
such Lender. 
 “Deposit Account Control Agreements” has the meaning specified in the applicable Security Agreement. 

“Disposed EBITDA” means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period,
the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Borrowers and their Restricted Subsidiaries in the definition of Consolidated EBITDA (and in the component definitions used
therein) were references to such Sold Entity or Business and its Subsidiaries or such Converted Unrestricted Subsidiary and its Subsidiaries) or such Converted Unrestricted Subsidiary, all as determined on a consolidated basis for such Sold Entity
or Business or such Converted Unrestricted Subsidiary. 
 “Disposition” or “Dispose” means the sale,
transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of
any of its Equity Interests to another Person. 
 “Disqualified Equity Interests” means any Equity Interest that, by its
terms (or by the terms of any security or other Equity Interests into which it 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
Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights 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 Secured Obligations that are accrued and payable and the termination of the Revolving Credit Commitments and the termination or expiration of all outstanding Letters of
Credit (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably
acceptable to the applicable L/C Issuer)), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and other than 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 Secured Obligations that are accrued and payable and the termination of the Revolving Credit
Commitments and the expiration or termination of all outstanding Letters of Credit (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the
applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into
or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity
Date at the time of issuance of such Equity Interests; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), the Borrowers or their Restricted
Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by either of the Borrowers or their Restricted Subsidiaries in order to
satisfy applicable statutory or regulatory obligations. 

  
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 “Disqualified Lenders” means (i) those persons identified by the U.S.
Borrower (or one of its Affiliates) or the Sponsor to the Administrative Agent in writing on or prior to April 4, 2014, (ii) competitors of the Borrowers identified by the U.S. Borrower to the Administrative Agent in writing from time to time
before or after the Closing Date and (iii) any Affiliate of any Person described in clause (i) or (ii) that is reasonably identifiable by name as an Affiliate of such Person, other than bona fide debt fund Affiliates of such Person. The
list of Disqualified Lenders shall be made available to any Lender upon request to the Administrative Agent. 
 “Distribution
Payment Conditions” shall mean prior to and after giving effect to the relevant action as to which the satisfaction of the Distribution Payment Conditions is being determined, (a) no Event of Default then exists or would arise as a
result of the entering into of such transaction or the making of such payment; (b) on a pro forma basis after giving effect to such transaction or payment and any incurrence or repayment of Indebtedness in connection therewith, Excess
Availability on such date and for the 30 consecutive day period preceding such transaction or payment and any incurrence or repayment of Indebtedness is equal to or greater than the greater of (x) $30,000,000 and (y) 15.0% of the lesser of
(1) the Revolving Credit Commitments and (2) the aggregate Borrowing Base; and (c) on a pro forma basis after giving effect to such transaction or payment and any incurrence or repayment of Indebtedness in connection therewith, the
Consolidated Fixed Charge Coverage Ratio (with such Consolidated Fixed Charge Coverage Ratio to be tested as of the most recently ended Test Period) is at least 1.00 to 1.00, provided that the condition set forth in this clause (c) shall
not apply if Excess Availability on such date and for the 30 consecutive day period preceding such transaction or payment and any incurrence or repayment of Indebtedness is equal to or greater than the greater of (x) $40,000,000 and (y) 20.0% of the
lesser of (1) the Revolving Credit Commitments and (2) the aggregate Borrowing Base; provided, that, in each case, the Borrowers shall have delivered an officer’s certificate to the Administrative Agent certifying to compliance
with the conditions above, including a reasonably detailed calculation of such Excess Availability and, if applicable, the Consolidated Fixed Charge Coverage Ratio. 

“Dollar” and “$” mean lawful money of the United States. 

“Dollar Equivalent” has the meaning given in Section 1.07. 

“Dollar Senior Notes” means the Dollar-denominated unsecured notes of the U.S. Borrower and Gates Global Co. due 2022 in an
aggregate principal amount of $1,040,000,000 issued on June 26, 2014 pursuant to the Senior Notes Indenture. 
 “Dollar Senior
Notes Documents” means the Senior Notes Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement). 

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the
District of Columbia. 
 “Dominion Account” means any DDA (other than an Excluded Account) of a Loan Party at Citibank or
its Affiliates or branches or another bank reasonably acceptable to the Administrative Agent, in each case which is subject to a Deposit Account Control Agreement; provided, that, there shall be a separate Dominion Account for U.S. Obligations and
Canadian Obligations. 
 “Drawing” has the meaning specified in Section 2.03(c)(i). 

“Eligible Accounts” means Accounts of a Borrower or a Subsidiary Guarantor subject to the Lien of the Collateral Documents,
the value of which shall be determined by taking into consideration, among 

  
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other factors, their book value determined in accordance with GAAP, net of any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales,
excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person; provided, however, that, subject to the ability of the Administrative Agent to establish other criteria of ineligibility in its Credit
Judgment or modify the criteria established below, none of the following classes of Accounts shall be deemed to be Eligible Accounts: 

(i) Accounts that do not arise out of sales of goods or rendering of services in the ordinary course of such Borrower’s or
the relevant Subsidiary Guarantor’s business; 
 (ii) Accounts payable other than in Dollars or Canadian Dollars or that
are otherwise on terms other than those normal or customary in such Borrower’s or the relevant Subsidiary Guarantor’s business; 

(iii) Accounts arising out of a sale made or services rendered by any Borrower to a Subsidiary of any Borrower or an Affiliate
of any Borrower or to a Person controlled by an Affiliate of any Borrower (including any employees of such Borrower) other than, in each case, solely by reason of being an Affiliate of The Blackstone Group L.P. to the extent such Affiliate would not
be an Affiliate of a Borrower or a Subsidiary Guarantor if Equity Interests of Holdings or U.S. Borrower were not owned, directly or indirectly, by The Blackstone Group, L.P.; 

(iv) (i) except for Eligible Long Dated Accounts, Accounts that are invoiced but unpaid for more than 60 days past the original
due date, (ii) with respect to Eligible Long Dated Accounts, Accounts that are invoiced but unpaid for more than 1 day past the original due date, (iii) that arise from sales with original payment terms in excess of one year past the
original service date; 
 (v) Accounts owing from any Person from which an aggregate amount of more than 50.00% of the
Accounts owing therefrom are not Eligible Accounts pursuant to the foregoing clause (iv); 
 (vi) any net credit balances
relating to Accounts that are not Eligible Accounts pursuant to the foregoing clause (iv), where the net credit balance is unused by the Account Debtor within 90 days from the date the net credit balance was created; 

(vii) (i) Accounts owing from any Person and its Affiliates (other than National Automotive Parts Association) (A) having
an investment grade rating from either Moody’s or S&P that exceed 20% of the net amount of all Eligible Accounts, otherwise (B) 10% of the net amount of all Eligible Accounts, but in each case only to the extent of such excess
(ii) Accounts owing from National Automotive Parts Associations and its Affiliates (provided, that, Motion Industries shall not be deemed an Affiliate of National Automotive Parts Association for the purposes of this clause (vii)) that exceed
25% of the net amount of all Eligible Accounts but only to the extent of such excess; 
 (viii) Accounts owing from any
Person that (A) has disputed liability for any Account owing from such Person or has been placed on credit hold due to past due balances or (B) has otherwise asserted any claim, demand or liability against a Borrower or any of its
Subsidiaries, whether by action, suit, counterclaim or otherwise; 
 (ix) Accounts owing from any Person that shall take or
be the subject of any action or proceeding of a type described in Section 8.01(f) or (g); 

  
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 (x) Accounts (A) owing from any Person that is also a supplier to or
creditor of a Borrower or any of its Subsidiaries unless such Person has waived any right of setoff in a manner reasonably acceptable to the Administrative Agent, (B) representing any manufacturer’s or supplier’s credits, discounts,
incentive plans or similar arrangements entitling a Borrower or any of its Subsidiaries to discounts on future purchase therefrom or (C) in respect of which the related invoice(s) has been reversed; 

(xi) Accounts arising out of sales to Account Debtors outside the United States and Canada that are in excess of 5% of the
total Eligible Accounts unless such Accounts are fully backed by an irrevocable letter of credit on terms, and issued by a financial institution, reasonably acceptable to the Administrative Agent and such irrevocable letter of credit is in the
possession of the Administrative Agent; 
 (xii) Accounts arising out of sales on a bill-and-hold, cash in advance or cash on delivery payment terms, guaranteed sale, sale-or-return, sale on approval or
consignment basis or subject to any right of return, setoff or charge back or Accounts representing any unapplied cash, the book accruals for warranty, stock adjustments, cash discounts, credit memos, rebates, pricing, customer issues and any other
setoff accruals; 
 (xiii) Accounts owing from an Account Debtor that is an agency, department or instrumentality of the
United States or any state thereof or Canada or any province or territory thereof that are in excess of 5% of the total Eligible Accounts unless such Accounts are not subject to the Assignment of Claims Act of 1940 or the Financial Administration
Act (Canada) and any similar state, provincial or territorial legislation or the applicable Borrower or its relevant Subsidiary shall have satisfied the requirements of the Assignment of Claims Act of 1940 or the Financial Administration Act
(Canada) and any similar national, state, provincial or territorial legislation and, in each case, the Administrative Agent is reasonably satisfied as to the absence of setoffs, counterclaims and other defenses on the part of such account debtor;

 (xiv) Accounts with respect to which the representations and warranties set forth in the Security Agreement applicable to
Accounts are not correct in any material respect; 
 (xv) Accounts in respect of which the applicable Security Agreement,
after giving effect to the related filings of UCC and/or PPSA financing statements (or similar documents) that have then been made, if any, does not or has ceased to create a valid and perfected first priority lien or security interest in favor of
the Collateral Agent on behalf of the applicable Secured Parties, securing the applicable Secured Obligations or Accounts that are subject to a Lien that has priority over the Lien of the Collateral Agent (other than inchoate or other Liens
(including tax Liens) arising by operation of law so long as the Administrative Agent has established a Reserve in respect thereof in its Credit Judgment); 

(xvi) Accounts representing deferred revenue on rental equipment for rentals that extend over a
month-end period; 
 (xvii) Accounts with respect to which (i) the goods giving
rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor; 

(xviii) Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity; or 

  
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 (xix) Accounts in the aggregate in excess of $30,000,000 acquired in connection
with a Permitted Acquisition, until the completion of an appraisal and field examination, in each case, reasonably satisfactory to Administrative Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted
Acquisition). 
 If the Administrative Agent deems Accounts ineligible in its Credit Judgment (and not based upon the criteria set forth
above), then the Administrative Agent shall give the U.S. Borrower five Business Days’ prior notice thereof (unless an Event of Default exists, in which event no notice shall be required); provided that (i) any modification of the
eligibility criteria set forth above shall have a reasonable relationship to circumstances, conditions, events or contingencies which are the basis for such eligibility criteria, as determined by the Administrative Agent in its Credit Judgment and
(ii) circumstances, conditions, events or contingencies arising prior to the Closing Date of which the Administrative Agent had actual knowledge prior to the Closing Date shall not be the basis for any such modification unless the
Administrative Agent establishes such eligibility criteria on the Closing Date or such circumstances, conditions, events or contingencies shall have changed since the Closing Date. 

For purposes of this definition, an Eligible Account shall constitute an “Eligible Long Dated Account” on and after the date that is
one hundred eighty (180) days prior to the due date of such Account. 
 “Eligible Assignee” means any Person that
meets the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)). 

“Eligible Collateral” means, collectively, Eligible Inventory and Eligible Accounts. 

“Eligible Inventory” means Inventory of a Borrower or a Subsidiary Guarantor subject to the Lien of the Collateral Documents,
the value of which shall be determined by taking into consideration, among other factors, the lower of its cost and its book value determined in accordance with GAAP and excluding any portion of cost attributable to intercompany profit among the
Loan Parties and their Affiliates; provided, however, that, subject to the ability of the Administrative Agent to establish other criteria of ineligibility in its Credit Judgment or modify the criteria established below,
none of the following classes of Inventory shall be deemed to be Eligible Inventory: 
 (i) Inventory that is obsolete,
unusable, defective or otherwise unavailable or unfit for sale and the related book accruals; 
 (ii) Inventory consisting of
promotional, marketing, packaging or shipping materials and supplies; 
 (iii) Inventory that fails to meet all applicable
material standards imposed by any Governmental Authority having regulatory authority over such Inventory or its use or sale; 

(iv) Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third
party from which the Borrowers or any of their Subsidiaries have received notice of a dispute in respect of any such agreement; 

(v) Inventory located outside the United States or Canada; 

(vi) Inventory that is located on premises owned, leased or rented by a customer of any Borrower or a Subsidiary Guarantor, or
is placed on consignment; 

  
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 (vii) Inventory that is not reflected in the details of a current inventory
report; 
 (viii) Inventory with respect to which the representations and warranties set forth in Section 3.02 of the
Security Agreement applicable to Inventory are not correct in any material respect; 
 (ix) Inventory in respect of which the
applicable Security Agreement, after giving effect to the related filings of UCC and/or PPSA financing statements (or similar documents) that have then been made, if any, does not or has ceased to create a valid and perfected first priority Lien or
security interest in favor of the Collateral Agent, on behalf of the applicable Secured Parties, securing the applicable Secured Obligations or Inventory that is subject to a Lien that has priority over the Lien of the Collateral Agent (other than
inchoate or other Liens (including tax Liens) arising by operation of law so long as the Administrative Agent has established a Reserve in respect thereof in its Credit Judgment); 

(x) Inventory at locations with less than $100,000 of Inventory on-hand; 

(xi) the portion of Eligible Inventory that represents intercompany profit; 

(xii) to the extent that the value of such Eligible Inventory is increased due to favorable capitalized variance adjustments
(but only to the extent of such increase); 
 (xiii) Inventory in transit which is greater than 5% of the Borrowing Base;

 (xiv) Inventory that is not subject to any (i) warehouse receipt unless the warehouseman has delivered a Collateral
Access Agreement or with respect to which an appropriate Rent and Charges Reserve has been established or (ii) negotiable Document (as defined in the UCC) unless the Administrative Agent has control over such Documents; 

(xv) Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third
parties, which agreement restricts the ability of Administrative Agent or any Lender to sell or otherwise dispose of such Inventory and for which Administrative Agent has not received a licensor consent executed by the applicable licensor in form
and substance reasonably satisfactory to Administrative Agent; 
 (xvi) Inventory that is not located on leased premises or
in the possession of a warehouseman, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Collateral Access Agreement or with respect to which an appropriate Rent and Charges Reserve has
been established or in the possession of a processor; 
 (xvii) Inventory that consists of goods returned or rejected by a
Borrower’s customers (other than Inventory returned or rejected due to a Loan Parties’ error in delivering the appropriate Inventory which was ordered); 

(xviii) Inventory that consists of goods that are slow moving, restrictive or custom items or goods that constitute spare
parts, bill and hold goods, “seconds,” or Inventory acquired on consignment; or 
 (xix) Inventory in excess of
$30,000,000 in the aggregate that was acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Inventory, in each case, reasonably satisfactory to Administrative Agent (which appraisal
and field examination may be conducted prior to the closing of such Permitted Acquisition). 

  
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 If the Administrative Agent deems Inventory ineligible in its Credit Judgment (and not based upon
the criteria set forth above), then the Administrative Agent shall give the U.S. Borrower five Business Days’ prior notice thereof (unless an Event of Default exists, in which event no notice shall be required); provided that
(i) any modification of the eligibility criteria set forth above shall have a reasonable relationship to circumstances, conditions, events or contingencies which are the basis for such eligibility criteria, as determined by the Administrative
Agent in its Credit Judgment and (ii) circumstances, conditions, events or contingencies arising prior to the Closing Date of which the Administrative Agent had actual knowledge prior to the Closing Date shall not be the basis for any such
modification unless the Administrative Agent establishes such eligibility criteria on the Closing Date or such circumstances, conditions, events or contingencies shall have changed since the Closing Date. 

“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata and
natural resources such as wetlands, flora and fauna. 
 “Environmental Laws” means any applicable Law relating to
pollution, protection of the Environment and natural resources, pollutants, contaminants, or chemicals or any toxic or otherwise hazardous substances, wastes or materials, or the protection of human health and safety as it relates to any of the
foregoing, including any applicable provisions of CERCLA. 
 “Environmental Liability” means any liability, contingent or
otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), of or relating to the Loan Parties or any of their respective Subsidiaries directly or indirectly resulting from or based upon
(a) violation of, or liability under or relating to 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 actual or alleged presence, Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the
foregoing. 
 “Environmental Permit” means any permit, approval, identification number, license or other authorization
required under any Environmental Law. 
 “Equity Contribution” means the direct or indirect contribution by the Investors
and certain other Persons (including the Management Stockholders) to the Borrowers of an aggregate amount of cash and rollover equity in Holdings (or another direct or indirect parent company of the U.S. Borrower) (which, to the extent in respect of
any equity of Holdings other than common stock, shall be on terms reasonably acceptable to the Arrangers and which, to the extent in respect of any equity of the Borrowers, shall be in the form of common stock) that represents not less than 22.5% of
the sum of (1) the aggregate gross proceeds received from Loans borrowed hereunder, if any, on the Closing Date, excluding any loans to fund working capital needs on the Closing Date, (2) the aggregate gross proceeds received from the
borrowings under the Cash Flow Credit Agreement on the Closing Date, (3) the aggregate gross proceeds received from Revolving Credit Borrowings, if any, made on the Closing Date, excluding any loans to fund working capital needs on the Closing
Date, (4) the aggregate gross proceeds received from the Senior Notes issued on the Closing Date, excluding any increase in funded debt to fund original issue discount or upfront fees added to the Senior Notes on the Closing Date, (5) the
aggregate principal amount of any other Indebtedness for borrowed money incurred to fund any portion of (or assumed in connection with) the Transactions and (6) the amount of such cash contribution by the Investors and such other Persons and
the fair market value of the equity of management and existing shareholders of the Company rolled over or invested, in each case on the Closing Date. 

  
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 “Equity Interests” means, with respect to any Person, all of the shares,
interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or
exchange from such Person of any of the foregoing (including through convertible securities). 
 “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time.. 
 “ERISA Affiliate” means any trade or business
(whether or not incorporated) that, together with a Loan Party or any Restricted Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Section 414 of the Code. 
 “ERISA Event” means (i) a
Reportable Event with respect to a Pension Plan; (ii) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (iii) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary
or any ERISA Affiliate from a Multiemployer Plan or a notification or determination that a Multiemployer Plan is in reorganization; (iv) the filing by the PBGC of a notice of intent to terminate any Pension Plan, the treatment of a Pension Plan
or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, respectively, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (v) appointment of a trustee to administer
any Pension Plan or Multiemployer Plan; (vi) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302, 303 or 304 of ERISA, whether or not waived; (vii) any
Foreign Benefit Event; or (viii) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate.

 “Euro Senior Notes” means the euro-denominated unsecured notes of the U.S. Borrower and Gates Global Co. due 2022
in an aggregate principal amount of €235,000,000 issued on June 26, 2014 pursuant to the Senior Notes Indenture. 
 “Euro
Senior Notes Documents” means the Senior Notes Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement). 

“Euro Sublimit” means the Dollar Equivalent of euros equal to $65,000,000. 

“Eurodollar Rate” means, with respect to any Eurodollar Rate Loan, for any Interest Period, the rate per annum determined by
the Administrative Agent at approximately 11:00 a.m., London time, on the date that is two (2) Business Days prior to the commencement of such Interest Period by reference to the ICE Benchmark Administration London Interbank Offered Rate
for deposits in such currency (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association (or the successor thereto if the ICE Benchmark Administration is no longer making a
LIBOR rate available) as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition, the “Eurodollar Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in such currency are offered for such relevant
Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m., London time, on the date that is two (2) Business Days prior to the beginning of such Interest Period.


  
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 “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the
applicable Eurodollar Rate. 
 “Eurodollar Reserve Percentage” means for any day during any Interest Period the reserve
percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any other
entity succeeding to the functions currently performed thereby) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurodollar funding (currently referred to
as “Eurodollar liabilities”). The Adjusted Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage. 

“euro” means the single currency of Participating Member States of the economic and monetary union in accordance with the
Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998. 

“Euros Outstanding” means the Outstanding Amount of all Revolving Credit Loans, L/C Obligations and Swing Line Loans, in each
case, to the extent denominated in euros. 
 “Event of Default” has the meaning specified in Section 8.01. 

“Excess Availability” means, at any time, the difference between (i) the lesser of (A) the Revolving Credit
Facility and (B) the Borrowing Base at such time, as determined from the most recent Borrowing Base Certificate delivered by the U.S. Borrower to the Administrative Agent pursuant to Section 6.01(d) hereof, minus (ii) the Total
Revolving Credit Outstandings. 
 “Excluded Accounts” means (i) any deposit account, securities account, commodities
account or other account of any Loan Party (and all cash, Cash Equivalents and other securities or investments held therein) exclusively used for all or any of the following purposes: payroll, employee benefits, taxes, third party escrow,
customs, other fiduciary purposes or compliance with legal requirements, to the extent such legal requirements prohibit the granting of a Lien thereon, (ii) cash accounts of any Loan Party with an average daily balance in any month which does
not exceed more than the Dollar Equivalent of $1,000,000 at any time for any single account and no more than the Dollar Equivalent of $5,000,000 at any time in the aggregate and (iii) accounts designated by the U.S. Borrower to solely contain
identifiable proceeds of assets of Holdings or any Subsidiary constituting Cash Flow Priority Collateral. 
 “Excluded
Assets” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.” 
 “Excluded
Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Borrowers or any Restricted Subsidiary from: 

(1) contributions to its common equity capital; 

(2) the sale (other than to the Borrower or any Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or any minority
investments; 
 (3) any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority investment; 

  
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 (4) any interest, returns of principal payments and similar payments by an Unrestricted
Subsidiary or received in respect of any minority investments; and 
 (5) the sale (other than to a Subsidiary of any Borrower or to any
management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Borrowers) of Equity Interests (other than Disqualified Equity Interests, the Equity Contribution and preferred stock) of the U.S.
Borrower (or any direct or indirect parent of the U.S. Borrower to the extent contributed as common Equity Interests to the U.S. Borrower); 

in each case to the extent designated as Excluded Contributions by the U.S. Borrower within 180 days of the date such capital contributions
are made, such dividends, distributions, fees or other payments are paid, or the date such Equity Interests are sold, as the case may be. 

“Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary of any Borrower or a Guarantor,
(b) any Subsidiary of a Guarantor that does not have total assets in excess of 1.0% of Total Assets, individually or in the aggregate with all other Subsidiaries excluded via this clause (b), (c) any special purpose entity, (d) any
Subsidiary that is prohibited by applicable Law or Contractual Obligations existing on the Closing Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from
guaranteeing the Secured Obligations or if guaranteeing the Secured Obligation would require governmental (including regulatory) consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained),
(e) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent, in consultation with the U.S. Borrower, the burden or cost or other consequences (including any material adverse tax consequences other than tax
consequences resulting from the application of the Canadian BTB Proposals) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (f) any direct or indirect Foreign Subsidiary of the
Borrowers other than a Canadian Subsidiary, (g) any Subsidiary with respect to which the provision of a guarantee by it would result in material adverse tax consequences to Holdings, any Borrower, or any of the Restricted Subsidiaries, as
reasonably determined by the U.S. Borrower in consultation with the Administrative Agent, (h) any not-for-profit Subsidiaries, (i) any Unrestricted
Subsidiaries and (j) any captive insurance subsidiaries. 
 “Excluded Swap Obligation” means, with respect to any
Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes
illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s failure to constitute
an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 11.12 and any other applicable agreement for the benefit of such Guarantor and any
and all applicable guarantees of such Guarantor’s Swap Obligations by other Loan Parties), at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such
Swap Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section
2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation
designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and the Hedge Bank applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement
governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to the Swap for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this
definition. 

  
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 “Existing Letters of Credit” means the letters of credit listed on Schedule
1.01B and outstanding on the Closing Date. 
 “Facility” means either the U.S. Revolving Credit Facility or the Canadian
Revolving Credit Facility. 
 “Facility Increase” has the meaning specified in Section 2.14(a). 

“Failed Loan” has the meaning specified in Section 2.12(b)(ii) 

“Federal Funds Rate” means, for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the
next higher 1/100 of 1.00%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New
York on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the
next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Citibank, on such day on such transactions as determined by
the Administrative Agent. 
 “Field Examination Trigger Period” means the period (a) commencing on any date on which
Excess Availability is less than 20% of the of the lesser of (x) the aggregate Borrowing Base and (y) the Revolving Credit Commitments; and (b) continuing until the date on which Excess Availability for each day has been greater than
20% of the of the lesser of (x) the aggregate Borrowing Base and (y) the Revolving Credit Commitments, for a period of five (5) consecutive calendar days 

“Financial Covenant Trigger Event” has the meaning specified in Section 7.11. 

“Fixed Charges” means, with respect to the Borrowers and their Restricted Subsidiaries for any period, the sum of, without
duplication: 
 (i) Consolidated Cash Interest Expense for such period, plus (ii) the aggregate amount of all
scheduled principal payments of Indebtedness of the type described in clause (a) of the definition thereof paid in cash during such period, plus (iii) all Restricted Payments made pursuant to Section 7.06 and paid in cash
during such period, plus (iv) any voluntary prepayment of any Junior Financing (other than in connection with a Permitted Refinancing) paid in cash during such period. 

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect
or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any
successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any
successor statute thereto. 
 “Foreign Benefit Event” means, with respect to any Foreign Pension Plan, (a) the
existence of unfunded liabilities in excess of the amount permitted under any applicable Law or in excess of the amount that would be permitted absent a waiver from applicable Governmental Authority or (b) the failure to make the required
contributions or payments, under any applicable Law, on or before the due date for such contributions or payments. 

  
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 “Foreign Pension Plan” means any benefit plan other than a Canadian Pension Plan
that under applicable Law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority. 

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Borrowers that is not a Domestic Subsidiary.

 “Foreign Subsidiary Total Assets” means the total assets of the Foreign Subsidiaries, as determined on a consolidated
basis in accordance with GAAP in good faith by a Responsible Officer. 
 “FRB” means the Board of Governors of the Federal
Reserve System of the United States. 
 “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with
respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swing Line Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swing
Line Loans made by such Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders. 

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course. 
 “GAAP” means generally accepted accounting
principles in the United States, as in effect from time to time; provided, however, that (i) if the U.S. Borrower notifies the Administrative Agent that the U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the U.S. Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such
change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith, (ii) GAAP shall be construed, and all computations of amounts and ratios referred to herein shall be made, without
giving effect to any election under FASB ASC Topic 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the U.S. Borrower or any of its Subsidiaries at “fair
value,” as defined therein, and Indebtedness shall be measured at the aggregate principal amount thereof, and (iii) the accounting for operating leases and capital leases under GAAP as in effect on the date hereof (including, without
limitation, Accounting Standards Codification 840) shall apply for the purposes of determining compliance with the provisions of this Agreement, including the definition of Capitalized Leases and obligations in respect thereof. 

“General Intangibles” has the meaning assigned to such term in the applicable Security Agreement. 

  
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 “Governmental Authority” means any nation or government, any state, provincial
or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government. 
 “Granting Lender” has the meaning specified in Section 10.06(g). 

“Guarantee” means, as to any Person, without duplication, (i) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (A) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (B) to purchase or lease property, securities or services
for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (C) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (D) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (ii) any Lien on any assets of such
Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to
obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on
the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal
to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined
by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 

“Guaranties” means the U.S. Guaranties and the Canadian Guaranties. 

“Guarantors” means, collectively, the Canadian Guarantors and the U.S. Guarantors. 

“Guaranty” means the U.S. Guaranty and Canadian Guaranty. 

“Hazardous Materials” means all materials, pollutants, contaminants, chemicals, compounds, constituents, substances or
wastes, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, lead, radon gas, pesticides, fungicides, fertilizers, or toxic mold that are regulated pursuant to, or which could give rise
to liability under, applicable Environmental Law. 
 “Hedge Bank” means any Person that is the Administrative Agent, a
Lender or an Affiliate of the foregoing at the time it enters into a Hedge Agreement, or is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender and is party to a Hedge agreement as of the Closing Date, in its
capacity as a party thereto. 
 “Holdings” has the meaning set forth in the introductory paragraph of this Agreement. 

  
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 “Honor Date” has the meaning specified in Section 2.03(c)(i). 

“Immaterial Subsidiary” has the meaning set forth in Section 8.03 

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following: 

(i) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes,
loan agreements or other similar instruments; 
 (ii) the maximum amount (after giving effect to any prior drawings or
reductions which may have been reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the
account of such Person; 
 (iii) net obligations of such Person under any Swap Contract; 

(iv) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade
accounts and accrued expenses payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with
GAAP and (iii) accruals for payroll and other liabilities accrued in the ordinary course); 
 (v) indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial
development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(vi) all Attributable Indebtedness; 

(vii) all obligations of such Person in respect of Disqualified Equity Interests; 

if and to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP; provided that Indebtedness
of any direct or indirect parent of a Borrower appearing on the balance sheet of the Borrowers solely by reason of push-down accounting under GAAP shall be excluded; and 

(viii) to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing. 

For all purposes hereof, the Indebtedness of any Person shall (i) include the Indebtedness of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise expressly limited and
only to the extent such Indebtedness would be Indebtedness for borrowed money of such Person in accordance with GAAP, (ii) in the case of the Borrowers and their Restricted Subsidiaries, exclude all intercompany Indebtedness having a term not
exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business, (iii) exclude obligations under or in respect of operating leases or sale lease back transactions (except any resulting
Capitalized Lease Obligations) and (iv) exclude COLI Loans. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value 

  
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thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (v) shall be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such
Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith. Notwithstanding anything in this definition to the contrary, Indebtedness shall be calculated without giving effect to the
effects of Financial Accounting Standards Board Accounting Standards Codification 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose hereunder as a result of
accounting for any embedded derivatives created by the terms of such Indebtedness. 
 “Indemnified Taxes” means, with
respect to any Agent or any Lender, all Taxes other than (i) Taxes imposed on or measured by its net income, however denominated, and franchise (and similar) Taxes imposed in lieu of net income Taxes by a jurisdiction (A) as a result of
such recipient being organized in or having its principal office (or, in the case of any Lender, its applicable Lending Office) in such jurisdiction (or any political subdivision thereof), or (B) as a result of any other connection between such
Lender or Agent and such jurisdiction other than any connections arising from executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under, receiving payments under, or enforcing, any Loan
Document, (ii) Taxes attributable to the failure by any Agent or Lender to deliver the documentation required to be delivered pursuant to Section 3.01(d), (iii) any branch profits Taxes imposed by the United States or any similar Tax,
imposed by any jurisdiction described in clause (i) above, (iv) (A) in the case of any Lender to the U.S. Borrower (other than an assignee pursuant to a request by the U.S. Borrower under Section 3.07), any U.S. federal withholding
Tax and (B) in the case of any Lender to the Canadian Borrower (other than an assignee pursuant to a request by the Canadian Borrower under Section 3.07), any Canadian withholding tax, in either case, that is imposed pursuant to a law in
effect on the date such Lender acquires an interest in a Loan or Commitment, or designates a new Lending Office, except to the extent such Lender (or its assignor, if any) was entitled immediately prior to the time of designation of a new Lending
Office (or assignment) to receive additional amounts with respect to such withholding Tax pursuant to Section 3.01, (v) any withholding Taxes imposed under FATCA, (vi) any Taxes imposed on a payment by or on account of any obligation of a
Loan Party hereunder (A) to a person with which the Loan Party does not deal at arm’s length (for the purposes of the ITA) at the time of making such payment or (B) in respect of a debt or other obligation to pay an amount to a person
with whom the Loan Party is not dealing at arm’s length (for the purposes of the ITA) at the time of such payment and (vii) any Taxes imposed on a Lender Party by reason of such Lender Party being a “specified shareholder” (as
defined in subsection 18(5) of the ITA) of any Loan Party or not dealing at arm’s length (for the purposes of the ITA) with a “specified shareholder” (as defined in subsection 18(5) of the ITA) of any Loan Party. For the avoidance of
doubt, the term “Lender” for purposes of this definition shall include each L/C Issuer and Swing Line Lender. 

“Indemnitee” has the meaning specified in Section 10.04(b). 

“Information” has the meaning specified in Section 10.07. 

“Insolvency Proceeding” means any case or proceeding commenced by or against a Person under any state, provincial, federal or
foreign law for, or any agreement of such Person to, (i) the entry of an order for relief under Debtor Relief Laws, or the initiation by any Person of any proceeding or filing under any other insolvency, debtor relief debt adjustment law or
corporate law (including the making of a proposal or the filing of a notice of intention to make a proposal under such law); (ii) the appointment of a receiver, interim receiver, trustee, liquidator, administrator, monitor, conservator or other
custodian for such Person or any part of its property; or (iii) an assignment or trust mortgage for the benefit of creditors. 

“Intellectual Property” has the meaning assigned to such term in the U.S. Security Agreement or the Canadian Security
Agreement, as the context may require. 

  
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 “Intercompany Note” means a promissory note substantially in the form of Exhibit
F. 
 “Intercreditor Agreements” means the ABL Intercreditor Agreement and the Junior Lien Intercreditor Agreement,
collectively, in each case to the extent in effect. 
 “Interest Payment Date” means (i) as to any Eurodollar Rate
Loan or CDOR Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided that if any Interest Period for a Eurodollar Rate Loan or CDOR 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 (ii) as to any Base Rate Loan or Canadian Prime Rate Loan, the last Business Day of each March, June, September and December and the
Maturity Date. 
 “Interest Period” means, (a) 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, two, three or six months or, to the extent available (as determined by each Lender of such Eurodollar Rate Loan) to all Lenders
making such Eurodollar Rate Loan, one week or nine or twelve months thereafter and (b) as to each CDOR Rate Loan, the period commencing on the date such CDOR Rate Loan is disbursed or converted to or continued as a CDOR Rate Loan and ending on
the date one, two, three or six months or, to the extent available (as determined by each Lender of such CDOR Rate Loan) to all Lenders making such CDOR Rate Loan, one week or nine or twelve months thereafter, in each case, as selected by applicable
Borrower in its Committed Loan Notice or such other period that is twelve months or less requested by the applicable Borrower and consented to by all Lenders making such Eurodollar Rate Loan or CDOR Rate Loan; provided that: 

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall, subject to clause (iii) below,
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; 

(ii) 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 

(iii) no Interest Period shall extend beyond the Maturity Date. 

“Inventory” has the meaning specified in the UCC or the PPSA, as applicable, and shall include all goods intended for sale or
lease by a Borrower or a Subsidiary Guarantor, or for display or demonstration, all work in process, all raw materials, and other materials and supplies of every nature and description used or which might be used in connection with the manufacture,
printing, packing, shipping, advertising, selling, leasing or furnishing such goods or otherwise used or consumed in such Borrower’s or Subsidiary Guarantor’s business. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(i) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (ii) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Borrowers and their Restricted Subsidiaries, intercompany loans, advances or
Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or (iii) the purchase or other acquisition (in one transaction


  
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or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such
Person. For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment. 

“Investment Payment Conditions” shall mean prior to and after giving effect to the relevant action as to which the
satisfaction of the Investment Payment Conditions is being determined, (a) no Event of Default then exists or would arise as a result of the entering into of such transaction or the making of such payment; (b) on a pro forma basis after
giving effect to such transaction or payment and any incurrence or repayment of Indebtedness in connection therewith, Excess Availability on such date and for the 30 consecutive day period preceding such transaction or payment and any incurrence or
repayment of Indebtedness is equal to or greater than the greater of (x) $25,000,000 and (y) 12.5% of the lesser of (1) the Revolving Credit Commitments and (2) the aggregate Borrowing Base; and (c) on a pro forma basis after giving
effect to such transaction or payment and any incurrence or repayment of Indebtedness in connection therewith, the Consolidated Fixed Charge Coverage Ratio (with such Consolidated Fixed Charge Coverage Ratio to be tested as of the most recently
ended Test Period) is at least 1.00 to 1.00, provided that the condition set forth in this clause (c) shall not apply if Excess Availability on such date and for the 30 consecutive day period preceding such transaction or payment and any
incurrence or repayment of Indebtedness is equal to or greater than the greater of (x) $35,000,000 and (y) 17.5% of the lesser of (1) the Revolving Credit Commitments and (2) the aggregate Borrowing Base; provided, that, in each
case, the Borrowers shall have delivered an officer’s certificate to the Administrative Agent certifying to compliance with the conditions above, including a reasonably detailed calculation of such Excess Availability and, if applicable, the
Consolidated Fixed Charge Coverage Ratio. 
 “Investor Management Agreement” means an agreement among the U.S. Borrower
and/or Holdings (or any direct or indirect parent entity of Holdings) and Affiliates of (or management entities associated with) one or more of the Investors, as in effect from time to time and as the same may be amended, supplemented or otherwise
modified in a manner not materially adverse to the Lenders; provided that any management, monitoring, consulting and advisory fees payable by the U.S. Borrower and/or Holdings and its Subsidiaries for any fiscal year shall not exceed an
amount equal to 2.0% of Consolidated EBITDA for such fiscal year. 
 “Investors” means one or more investment funds,
investment partnerships or managed accounts controlled or managed by The Blackstone Group L.P. or one of its Affiliates (other than any portfolio operating companies). 

“IP Rights” has the meaning set forth in Section 5.17. 

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the
Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document,
agreement and instrument entered into by an L/C Issuer and a Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit. 

“ITA” means the Income Tax Act (Canada), as amended. 

“Junior Financing” has the meaning set forth in Section 7.13(a). 

  
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 “Junior Financing Documentation” means any documentation governing any Junior
Financing. 
 “Junior Lien Intercreditor Agreement” means an intercreditor agreement, in form and substance reasonably
satisfactory to the Collateral Agent and U.S. Borrower, between the Collateral Agent and one or more collateral agents or representatives for the holders of Indebtedness issued or incurred or that are intended to be secured on a basis junior to the
Liens securing the Secured Obligations. Wherever in this Agreement, a representative of holders of such Indebtedness is required to become party to the Junior Lien Intercreditor Agreement, if the related Indebtedness is the initial Indebtedness
incurred by the Borrowers or any Restricted Subsidiary to be secured by a Lien on a basis junior to the Liens securing the Secured Obligations, then the Borrowers, Holdings, the Subsidiary Guarantors, the Collateral Agent and the representative of
holders of such Indebtedness shall execute and deliver the Junior Lien Intercreditor Agreement. 
 “Latest Maturity Date”
means, at any date of determination, the latest Maturity Date applicable to any Loan or Revolving Credit Commitment hereunder at such time. 

“Laws” means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial precedents, orders, decrees, injunctions 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. 

“L/C Advance” means, with respect to each Revolving Credit Lender, such Revolving Credit Lender’s funding of its L/C
Participation in any L/C Borrowing. 
 “L/C Borrowing” has the meaning specified in Section 2.03(c)(iii). 

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the increase of the amount thereof. 
 “L/C Issuer” means, collectively, (i) Citibank, in its capacity as
issuer of Letters of Credit under Section 2.03(b) and its successor or successors in such capacity and (ii) each Additional L/C Issuer. 

“L/C Obligations” means, as at any date of determination, the aggregate amount (or Alternative Currency Equivalent of such
amount in respect of any Alternative Currency Letter of Credit) available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount
available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount (or Alternative Currency Equivalent of such amount in respect
any Alternative Currency Letter of Credit) so remaining available to be drawn. 
 “L/C Participation” has the meaning
specified in Section 2.03(b)(ii). 
 “L/C Reimbursement Percentage” has the meaning specified in
Section 2.03(c)(i). 
 “Lease” means any agreement pursuant to which a Loan Party is entitled to the use or occupancy
of any space in a structure, land, improvements or premises for any period of time. 

  
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 “Lender” means each bank or other lending institution listed on Schedules 2.01A,
2.01B and 2.01C, each Eligible Assignee that becomes a Lender pursuant to Section 10.06(b), and their respective permitted successors and shall include, as the context may require, each L/C Issuer and/or the Swing Line Lender in such capacity.

 “Lender Default” means, with respect to any Lender, that (i) such Lender has failed (or provided written
notification to the Administrative Agent of its intent to fail) to fund any portion of the Revolving Credit Loans, L/C Participations (including by way of L/C Advances or Revolving Credit Loans), Swing Line Participations or Protective Advance
Participations required to be funded by it hereunder within two Business Days of the date required to be funded by it hereunder, unless the subject of a good faith dispute (or a good faith dispute that is subsequently cured by the making of the
required funding), (ii) such Lender has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, unless the subject of a good
faith dispute (or a good faith dispute that is subsequently cured by the making of the required payment), (iii) such Lender has become the subject of a bankruptcy or insolvency or other conservatorship or receivership proceeding or other event or
circumstance referred to in Section 8.01(f) or (g) (with references to the Loan Parties and the Restricted Subsidiaries being deemed to be to such Lender for such purpose) or is Controlled by a Person who has become the subject of a bankruptcy
or insolvency or other conservatorship or receivership proceeding (with references to the Loan Parties and the Restricted Subsidiaries being deemed to be to such Person for such purpose) 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 or (iv) such Lender has made a public statement to the effect that it does not intend to comply with its obligations under one or more other syndicated credit facilities (unless such Lender 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) or such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities. 

“Lender Party” means each Lender, each L/C Issuer, the Administrative Agent, the Collateral Agent, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 and designated by the Administrative Agent as a “Lender
Party”, and each Indemnitee and their respective successors and assigns, and “Lender Parties” means any two or more of them, collectively. 

“Lending Office” means (i) with respect to any Lender and for each Type of Loan, the “Lending Office” of such
Lender (or of an Affiliate of such Lender) designated for such Type of Loan in such Lender’s Administrative Questionnaire or in any applicable Assignment and Assumption pursuant to which such Lender became a Lender hereunder or such other
office of such Lender (or of an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the U.S. Borrower as the office by which its Loans of such Type are to be made and maintained and (ii) with
respect to any L/C Issuer and for each Letter of Credit, the “Lending Office” of such L/C Issuer (or of an Affiliate of such L/C Issuer) designated on the signature pages hereto or such other office of such L/C Issuer (or of an Affiliate
of such L/C Issuer) as such L/C Issuer may from time to time specify to the Administrative Agent and the U.S. Borrower as the office by which its Letters of Credit are to be issued and maintained. 

  
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 “Letter of Credit” means any letter of credit issued hereunder and shall include
the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit and may be issued in any Alternative Currency. 

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the
form from time to time in use by an L/C Issuer. 
 “Letter of Credit Expiration Date” means the day that is five days prior
to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit Fees”
has the meaning specified in Section 2.03(i). 
 “Letter of Credit Sublimit” means an amount equal to $150,000,000.
The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility. 
 “License” means any
license or agreement with a third party under which a Loan Party is authorized to use IP Rights in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of property or any other conduct of its business. 

“Licensor” means any Person from whom a Loan Party obtains the right to use any Intellectual Property. 

“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 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 Capitalized Lease having substantially the same economic effect as any of the foregoing). 
 “Lien
Waiver” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, by which: (i) for any Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the
Collateral, and agrees to permit the Administrative Agent to enter upon the premises and remove the Collateral or to use the premises for an agreed upon period of time to store or dispose of the Collateral; (ii) for any Collateral held by a
warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any documents in its possession relating to the Collateral as agent for the Collateral
Agent, and agrees to deliver the Collateral to the Collateral Agent upon request; (iii) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges the Collateral Agent’s Lien, waives or subordinates any Lien it
may have on the Collateral, and agrees to deliver the Collateral to the Collateral Agent upon request; and (iv) for any Collateral subject to a Licensor’s IP Rights, the Licensor grants to the Administrative Agent the right, vis-a-vis such Licensor, to enforce the Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the IP Rights,
whether or not a default exists under any applicable License. 
 “Liquidation” means the exercise by the Administrative
Agent or the Collateral Agent of those rights and remedies accorded to the Administrative Agent and/or the Collateral Agent under the Loan Documents and applicable Law as a creditor of the Loan Parties, including (after the occurrence and during the
continuation of an Event of Default) the conduct by any or all of the Loan Parties, acting with the consent of the Administrative Agent, of any public, private or “Going-Out-Of-Business Sale” or other Disposition of Collateral for the purpose of liquidating the Collateral. Derivations of the word “Liquidation” (such as “Liquidate”)
are used with like meaning in this Agreement. 

  
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 “Loan” means an extension of credit by a Lender to a Borrower under Article II
in the form of a Revolving Credit Loan or a Swing Line Loan (including any extensions of credit under any Facility Increases) or a Protective Advance. 

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranties, (iv) each
Intercreditor Agreement to the extent then in effect, (v) the Collateral Documents and (vi) except for purposes of Section 10.01, each Issuer Document. 

“Loan Parties” means, collectively, (i) U.S. Borrower, (ii) the Canadian Borrower, (iii) the Canadian
Guarantors and (iv) the U.S. Guarantors. 
 “Local Time” means, with respect to any borrowings and payments in any
Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in
accordance with normal banking procedures in the place of payment. 
 “Management Stockholders” means the members of
management of Holdings the U.S. Borrower or any of its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof. 

“Margin Stock” has the meaning set forth in Regulation U issued by the FRB. 

“Master Agreement” has the meaning specified in the definition of “Swap Contract.” 

“Material Adverse Effect” means (i) a material adverse effect on the business, operations, assets, liabilities (actual
or contingent) or financial condition of the Borrowers and their Subsidiaries, taken as a whole; (ii) a material adverse effect on the ability of the Loan Parties (taken as a whole) to fully and timely perform any of their payment obligations
under any Loan Document to which the Borrowers or any of the Loan Parties is a party; or (iii) a material adverse effect on the rights and remedies available to the Lenders or any Agent under any Loan Document. 

“Material Real Property” means any fee owned real property located in the United States that is owned by any Loan Party with
a fair market value in excess of $7,500,000 (at the Closing Date or, with respect to real property acquired after the Closing Date, at the time of acquisition, in each case, as reasonably estimated by the U.S. Borrower in good faith). 

“Maturity Date” means the fifth anniversary of the Closing Date; provided that if such day is not a Business Day, the
Maturity Date shall be the Business Day immediately preceding such day. 
 “Maximum Rate” has the meaning specified in
Section 10.09. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

 “Mortgage Policies” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”

 “Mortgaged Properties” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”

 “Mortgages” means collectively, the deeds of trust, trust deeds, deeds to secure debt, hypothecs and mortgages made by
the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged Property in form and substance reasonably 

  
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satisfactory to the Collateral Agent with such terms and provisions as may be required by the applicable Laws of the relevant jurisdiction, and any other mortgages executed and delivered pursuant
to Sections 4.01(a)(iii), 6.11, 6.13 and 6.16, in each case, as the same may from time to time be amended, restated, supplemented or otherwise modified. 

“Multiemployer Plan” means any employee benefit plan of the type described in Sections 3(37) or 4001(a)(3) of ERISA, to
which any Borrower, any Restricted Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six years, has made or been obligated to make contributions. 

“NOLV Percentage” means the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at
an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of the Borrowers’ and Subsidiary Guarantors’ Inventory performed by an appraiser and on
terms reasonably satisfactory to the Administrative Agent. 
 “Non-Consenting
Lender” has the meaning set forth in Section 3.07(d). 
 “Non-Defaulting
Lender” means, at any date, a Lender which is not a Defaulting Lender at such date. 

“Non-Guarantors Payment Conditions” shall mean prior to and after giving effect to
the relevant action as to which the satisfaction of the Investment in Non-Guarantor Payment Conditions is being determined, (a) no Event of Default then exists or would arise as a result of the entering
into of such transaction or the making of such payment and (b) on a pro forma basis after giving effect to such transaction or payment and any incurrence or repayment of Indebtedness in connection therewith, Excess Availability on such date and
for the 30 consecutive day period preceding such transaction or payment and any incurrence or repayment of Indebtedness is equal to or greater than the greater of (x) $20,000,000 and (y) 10.0% of the lesser of (1) the Revolving Credit
Commitments and (2) the aggregate Borrowing Base; provided, that, in each case, the Borrowers shall have delivered an officer’s certificate to the Administrative Agent certifying to compliance with the conditions above, including a
reasonably detailed calculation of such Excess Availability. 
 “Not Otherwise Applied” means, with reference to any amount
of proceeds of any transaction or event, that such amount has not previously been (and is not concurrently being) applied to anything other than that particular use or transaction. 

“Notes” means, collectively, (i) Revolving Credit Notes and (ii) the Swing Line Note. 

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. 

“Organization Documents” means: (i) 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); (ii) with respect to any limited liability company, the certificate or articles of formation or
organization and operating or limited liability company agreement; and (iii) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint 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. 

  
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 “Other Taxes” has the meaning set forth in Section 3.01(b). 

“Outstanding Amount” means (i) with respect to Revolving Credit Loans, Swing Line Loans and Protective Advances on any
date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans, Swing Line Loans and Protective Advances, as the case may be, occurring on such date; and
(ii) with respect to any L/C Obligations on any date, the amount (or Alternative Currency Equivalent of such amount in respect of any Alternative Currency Letter of Credit) of such L/C Obligations on such date after giving effect to any L/C
Credit Extension occurring on such date and any other changes in the aggregate amount (or Alternative Currency Equivalent of such amount in respect of any Alternative Currency Letter of Credit) of the L/C Obligations as of such date, including as a
result of any reimbursements by a Borrower of Unreimbursed Amounts. 
 “Pari Passu Bank Product Obligations” shall
mean Bank Product Obligations in respect of Pari Passu Bank Products. 
 “Pari Passu Bank Products” means Bank Products
designated by a Borrower as a “Pari Passu Bank Product” pursuant to the definition of “Bank Product”, which shall in any event include all Bank Products provided by Citibank or any of its Affiliates to any Loan Party or
Subsidiary.
 “Participant” has the meaning specified in Section 10.06(d). 

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union. 
 “Payment Conditions” means,
collectively, the Distribution Payment Conditions, the Investment Payment Conditions and the Non-Guarantors Payment Conditions. 

“PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the
case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding six years. 

“Perfection Certificate” means the certificate in the form of Exhibit G-3 or any
other form approved by the Administrative Agent, as the same shall be supplemented from time to time. 
 “Permitted
Acquisition” has the meaning set forth in Section 7.02(i). 
 “Permitted Holders” means each of (x) the
Investors and (y) the Management Stockholders (provided that if the Management Stockholders own beneficially or of record more than fifteen percent (15%) of the outstanding voting stock of Holdings in the aggregate, they
shall be treated as Permitted Holders of only fifteen percent (15%) of the outstanding voting stock of Holdings at such time). 

“Permitted Intercompany Activities” means any transactions between or among a Borrower and its Restricted Subsidiaries that
are entered into in the ordinary course of business of such Borrower and its Restricted Subsidiaries and, in the good faith judgment of such Borrower are necessary or advisable in connection with the ownership or operation of the business of such
Borrower and its Restricted Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance and hedging arrangements and (ii) management, technology and licensing arrangements. 

 

  
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 “Permitted Refinancing” means, with respect to any Person, any modification,
refinancing, refunding, renewal, replacement or extension of any Indebtedness of such Person; provided that (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred,
in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (ii) other than with respect to a Permitted Refinancing in respect of
Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, (iii) other than with respect to a Permitted Refinancing in respect of
Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be continuing and (iv) if such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is Junior
Financing, (A) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Secured Obligations, such modification, refinancing, refunding, renewal, replacement
or extension is subordinated in right of payment to the Secured Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or
extended, (B) such modification, refinancing, refunding, renewal, replacement or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended and (C) if the
Indebtedness being modified, refinanced, refunded, renewed, replaced or extended was subject to an Intercreditor Agreement, the holders of such modified, refinanced, refunded, renewed, replaced or extended Indebtedness (if such Indebtedness is
secured) or their representative on their behalf shall become party to such Intercreditor Agreement. 
 “Person” means any
natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) sponsored,
maintained or contributed to by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. 

“Platform” has the meaning specified in Section 6.02. 

“Pledged Debt” has the meaning set forth in the Canadian Security Agreement or the U.S. Security Agreement, as the context
requires. 
 “Pledged Equity” has the meaning set forth in the Canadian Security Agreement or the U.S. Security Agreement,
as the context requires. 
 “Post-Acquisition Period” means, with respect to any Permitted Acquisition or the conversion of
any Unrestricted Subsidiary into a Restricted Subsidiary, the period beginning on the date such Permitted Acquisition or conversion is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date
on which such Permitted Acquisition or conversion is consummated. 

  
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 “PPSA” means the Personal Property Security Act (Ontario), including the
regulations thereto, provided that if perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder or under any other Loan Document on the Collateral is
governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction in Canada other than the Province of Ontario, “PPSA” means the Personal Property
Security Act or such other applicable legislation (including the Civil Code of Quebec) in effect from time to time in such other jurisdiction in Canada for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. 
 “Pro Forma Adjustment” means, for any Test Period that
includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary, or the Consolidated EBITDA of the Borrowers,
the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the U.S. Borrower in good faith as a result of (i) actions taken during such Post-Acquisition Period for the purposes of
realizing reasonably identifiable and factually supportable cost savings or (ii) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or
Business or Converted Restricted Subsidiary with the operations of the Borrowers and the Restricted Subsidiaries; provided that (A) at the election of the U.S. Borrower, such Pro Forma Adjustment shall not be required to be determined
for any Acquired Entity or Business or Converted Restricted Subsidiary to the extent the aggregate consideration paid in connection with such acquisition was less than $25,000,000, and (B) so long as such actions are taken during such
Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, it may be
assumed that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided, further, that any such pro forma
increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be,
for such Test Period. 
 “Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect”
mean, with respect to compliance with any test hereunder, that (i) to the extent applicable, the Pro Forma Adjustment shall have been made and (ii) all Specified Transactions and the following transactions in connection therewith shall be
deemed to have occurred as of the first day of the applicable period of measurement in such test: (A) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction,
(1) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of the U.S. Borrower, any other Borrower or any division, product line, or facility used for operations of the U.S. Borrower, any other Borrower or
any of its Subsidiaries, shall be excluded, and (2) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (B) any retirement of Indebtedness, and
(C) any Indebtedness incurred or assumed by the U.S. Borrower, any other Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for
the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application
of the Pro Forma Adjustment pursuant to (i) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to
events (including operating expense reductions) that are (as determined by the U.S. Borrower in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the U.S. Borrower, the other
Borrowers and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment.” 

  
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 “Pro Forma Financial Statements” has the meaning specified in
Section 5.05(b). 
 “Projections” has the meaning specified in Section 6.01(c). 

“Protective Advances” has the meaning specified in Section 2.01(c). 

“Protective Advance Participation” has the meaning specified in Section 2.01(c). 

“Public Lender” has the meaning specified in Section 6.02. 

“Purchase Agreement” has the meaning set forth in the preliminary statements hereto. 

“Purchase Agreement Representations” means the representations and warranties made by the U.S. Borrower in the Purchase
Agreement as are material to the interests of the Lenders, but only to the extent that any Borrower (or any Borrower’s applicable Affiliates) have the right (taking into account any applicable cure provisions) to terminate such Borrower’s
(or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties. 

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that, at the time the relevant Guaranty
(or grant of the relevant security interest, as applicable) becomes or would become effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under
the Commodity Exchange Act and which may cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into an agreement pursuant to the Commodity Exchange Act. 

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests. 

“Qualified IPO” means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in
an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and
Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering). 

“Qualified Proceeds” means the fair market value of assets that are used or useful in, or Equity Interests of any Person
engaged in, a Similar Business. 
 “Quebec Security Documents” means each hypothecation, bond, pledge of bond and other
security document executed and delivered by any Loan Party, in form and substance reasonably satisfactory to the Collateral Agent, as may be necessary for the purpose of creating and preserving in the Province of Quebec the Liens on the Collateral
located in or otherwise subject to the Laws of the Province of Quebec. 
 “Real Property” means, collectively, all right,
title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements,
hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof. 

“Refinancing” means the repayment in full of all third party Indebtedness of a Borrower and its Subsidiaries existing prior
to the consummation of the Transactions (other than existing ordinary course 

  
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working capital facilities and ordinary course capital leases, purchase money debt and equipment financings and any Indebtedness of a Borrower and its Subsidiaries set forth on Schedule
7.03(b)) with the proceeds of the Loans, the loans available under the Cash Flow Credit Agreement, the Senior Notes and the termination and release of all commitments, security interests and guarantees in connection therewith. 

“Register” has the meaning specified in Section 10.06(c). 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. 
 “Release” means any
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migrating in into, onto or through the Environment. 

“Rent and Charges Reserve” means, the aggregate of (i) all past due rent and other amounts owing by a Loan Party to any
landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Eligible Inventory or could assert a Lien on any Eligible Inventory and (ii) a reserve equal to two months’ rent
that could be payable to any such Person unless it has executed a Lien Waiver. 
 “Reportable Event” means any of the
events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the 30-day notice period has been waived. 

“Request for Credit Extension” means (i) with respect to a Borrowing, conversion or continuation of Revolving Credit
Loans, a Committed Loan Notice, (ii) with respect to an L/C Credit Extension, a Letter of Credit Application and (iii) with respect to a Swing Line Loan, a Swing Line Loan Notice. 

“Required Lenders” mean, as of any date of determination, Lenders holding more than 50.00% of the sum of the (i) Total
Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s L/C Participations and Swing Line Participations being deemed “held” by such Revolving Credit Lender for purposes of this definition) and
(ii) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitments of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders. 
 “Responsible Officer” means the chief executive officer,
president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of such Loan Party. 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, limited liability company, 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. 
 “Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to any
Borrower’s or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof). 

“Restricted Subsidiary” means any Subsidiary of Holdings, or the Borrowers other than an Unrestricted Subsidiary. 

  
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 “Revaluation Date” means, (a) with respect to any Revolving Credit Loan
denominated in an Alternative Currency, each of the following: (i) each date of a Revolving Credit Borrowing of a Eurodollar Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurodollar Rate Loan
denominated in an Alternative Currency pursuant to Section 2.02 and (iii) such additional dates as the Administrative Agent shall reasonably request or the Required Lenders in respect of the Revolving Credit Facility shall require, so long
as such additional dates occur no less frequently than monthly and (b) with respect to any Letter of Credit denominated in an Alternative Currency, each of the following: (i) each date of issuance of an Alternative Currency Letter of
Credit, (ii) each date of an amendment of any such Alternative Currency Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount) and (iii) such additional dates as the Administrative
Agent or the applicable L/C Issuer shall reasonably determine or the Required Lenders shall reasonably require, so long as such additional dates occur no less frequently than monthly at any time an Alternative Currency Letter of Credit is issued or
outstanding or any Alternative Currency L/C Obligations exist. 
 “Revolving Credit Borrowing” means, collectively, the
U.S. Revolving Credit Borrowing and the Canadian Revolving Credit Borrowing and shall be deemed to include any Protective Advance made hereunder. 

“Revolving Credit Commitment” means, collectively, the U.S. Revolving Credit Commitments and the Canadian Revolving Credit
Commitments. 
 “Revolving Credit Exposure” means the U.S. Revolving Credit Exposure and the Canadian Revolving Credit
Exposure. 
 “Revolving Credit Facility” means, at any time, the aggregate amount of the U.S. Revolving Credit Commitments
and the Canadian Revolving Credit Commitments at such time. 
 “Revolving Credit Increase Effective Date” has the meaning
specified in Section 2.14(d). 
 “Revolving Credit Lender” means, at any time, any U.S. Revolving Credit Lender or
Canadian Revolving Credit Lender, as applicable. 
 “Revolving Credit Loan” means a U.S. Revolving Credit Loan or a
Canadian Revolving Credit Loan, as applicable and shall be deemed to include any Protective Advance made hereunder. 
 “Revolving
Credit Notes” means, collectively, the U.S. Revolving Credit Notes and the Canadian Revolving Credit Notes. 

“Royalties” means all royalties, fees, expense reimbursement and other amounts payable by a Loan Party under a License. 

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any
successor thereto. 
 “Sanction(s)” means any international economic sanction administered or enforced by the United
States government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or by any government of Canada pursuant to Canadian Economic Sanctions and Export Control Laws. 

“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC.

  
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 “Sanctioned Entity” means (a) a country or a government of a country or
(b) an agency of the government of a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Secured Hedge Agreement” means any Swap Contract permitted under Section 7.03(f) that is entered into
by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank and designated as a “Secured Hedge Agreement” under this Agreement; provided that such Swap Contract is not secured by the Cash Flow Collateral. 

“Secured Obligations” means, collectively, the U.S. Obligations and the Canadian Obligations. 

“Secured Parties” means (i) each Lender Party, (ii) each Cash Management Bank, (iii) each Hedge Bank,
(iv) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document, and (v) the successors and, subject to any limitations contained in this Agreement, assigns of each of the foregoing. 

“Securities Act” means the Securities Act of 1933. 

“Security Agreement Supplement” has the meaning specified in the applicable Security Agreement. 

“Security Agreements” means the U.S. Security Agreement and Canadian Security Agreement. 

“Senior Notes” means the Dollar Senior Notes and the Euro Senior Notes.. 

“Senior Notes Documents” means the Dollar Senior Notes Documents and the Euro Senior Notes Documents. 

“Senior Notes Indenture” means the Indenture for the Dollar Senior Notes and Euro Senior Notes, dated as of June 26,
2014, among the U.S. Borrower and Gates Global Co., as co-issuers, the guarantors listed therein U.S. Bank National Association, as trustee, escrow agent, dollar transfer agent, dollar registrar and dollar
paying agent, Elavon Financial Services Limited, UK Branch, as euro paying agent and euro transfer agent and Elavon Financial Services Limited, as euro registrar, as amended or supplemented from time to time. 

“Similar Business” means (1) any business conducted or proposed to be conducted by the Borrowers or any of their
Restricted Subsidiaries on the Closing Date, and any reasonable extension thereof, or (2) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development
or expansion of, the businesses in which the Borrowers and their Restricted Subsidiaries are engaged or propose to be engaged on the Closing Date. 

“Sold Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”. 

“Solvency Certificate” means the certificate substantially in the form of Exhibit H or any other form approved by the
Administrative Agent and the U.S. Borrower. 

  
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 “Solvent” and “Solvency” mean, with respect to any Person on
any date of determination, that on such date (i) the fair value of the assets of such Person and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise,
(ii) the present fair saleable value of the property of such Person and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (iii) such Person and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated,
contingent or otherwise, as such liabilities become absolute and matured and (iv) such Person and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small
capital. The amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. 

“SPC” has the meaning specified in Section 10.06(g). 

“Specified Equity Contribution” means any cash contribution to the common equity of Holdings and/or any purchase or
investment in an Equity Interest of Holdings other than Disqualified Equity Interests. 
 “Specified Guarantor” means any
Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 11.12). 

“Specified Representations” means those representations and warranties made by the Borrowers in Sections 5.01(a),
5.01(b)(ii), 5.02(a), 5.02(b)(i), 5.04, 5.13, 5.18, 5.20(a), 5.20(c) and 5.21. 
 “Specified Transaction” means any
Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, in respect of which the terms of this Agreement require any test to be calculated on a “Pro Forma Basis” or after giving
“Pro Forma Effect”. 
 “Spot Rate” has the meaning specified in Section 1.07. 

“Stated Amount” means at any time the maximum amount for which a Letter of Credit may be honored. 

“Sterling” and “£” mean freely transferable lawful money of the United Kingdom (expressed in pounds
sterling). 
 “Sterling Outstanding” means the Outstanding Amount of all Revolving Credit Loans, L/C Obligations and Swing
Line Loans, in each case, to the extent denominated in Sterling. 
 “Sterling Sublimit” means the Dollar Equivalent of
Sterling equal to $65,000,000. 
 “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which (i) 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, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) 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 Subsidiary or Subsidiaries of the
Borrowers. For the avoidance of doubt, any entity that is owned at a 50.0% or less level (as described above) shall not be a “Subsidiary” for any purpose under this Agreement, regardless of whether such entity is consolidated on
Holdings’ or any Restricted Subsidiary’s financial statements. 

  
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 “Subsidiary Guarantors” means, collectively, the Canadian Guarantors and the
U.S. Subsidiary Guarantors. 
 “Successor Company” has the meaning specified in Section 7.04(d). 

“Supermajority Lenders” means, as of any date of determination, Lenders holding more than 66 2/3% of the sum of the
(i) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s L/C Participations and Swing Line Participations being deemed “held” by such Revolving Credit Lender for purposes of this
definition) and (ii) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall
be excluded for purposes of making a determination of Supermajority Lenders. 
 “Swap” means, any agreement, contract, or
transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 
 “Swap
Contract” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options,
bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions,
currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or
not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master
Agreement”), including any such obligations or liabilities under any Master Agreement. 
 “Swap Obligations” of
any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such Person, whether or not allowed or allowable as a claim under any
proceeding under any Debtor Relief Law) of such Person in respect of any Swap Contract, excluding any amounts which such Person is entitled to set-off against its obligations under applicable Law. 

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts, (i) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and
(ii) for any date prior to the date referenced in clause (i), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined by the
Hedge Bank in accordance with the terms thereof and in accordance with customary methods for calculating mark-to-market values under similar arrangements by the Hedge
Bank. 
 “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 

“Swing Line Lender” means Citibank, in its capacity as lender of Swing Line Loans hereunder to the Borrowers hereunder. 

  
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 “Swing Line Loan” has the meaning specified in Section 2.04. 

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b) which, if in writing,
shall be substantially in the form of Exhibit A-2. 
 “Swing Line Loan Sublimit”
means an amount equal to the lesser of (i) $25,000,000 and (ii) the U.S. Revolving Credit Facility. The Swing Line Loan Sublimit is part of, and not in addition to, the U.S. Revolving Credit Facility. 

“Swing Line Note” means the promissory notes of the Borrowers payable to any Lender or its registered assigns, substantially
in the form of Exhibit B-3 hereto, evidencing the aggregate Indebtedness of the Borrowers to such Swing Line Lender resulting from Swing Line Loans made by such Swing Line Lender to the Borrowers. 

“Swing Line Participation” has the meaning specified in Section 2.04(b). 

“Swing Line Reimbursement Percentage” has the meaning specified in Section 2.04(c). 

“Tax Group” has the meaning specified in Section 7.06(i)(iii). 

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding),
assessments, remittances, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Test Period” means, for any date of determination under this Agreement, the latest four consecutive fiscal quarters of the
U.S. Borrower for which financial statements have been delivered to the Administrative Agent on or prior to the Closing Date and/or for which financial statements are required to be delivered pursuant to Section 6.01, as applicable. 

“Threshold Amount” means $100,000,000. 

“Total Assets” means the total assets of the Borrowers and the Restricted Subsidiaries on a consolidated basis in accordance
with GAAP, as shown on the most recent balance sheet of the Borrowers delivered pursuant to Sections 6.01(a) or (b). 
 “Total
Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Protective Advances, Swing Line Loans and L/C Obligations. 

“Transaction Expenses” means any fees or expenses incurred or paid by the Investors, Holdings, any Borrower or any of its (or
their) Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions related to the Facilities or the Cash Flow Credit Agreement and any original issue discount or upfront fees), the Investor Management
Agreement (to the extent accrued on or prior to the Closing Date), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby. 

“Transactions” means collectively, (a) the execution and delivery of Loan Documents entered into on the Closing Date and
the funding of any Loans hereunder on the Closing Date, (b) the Refinancing, (c) the issuance of the Senior Notes, (d) the entrance into of the Cash Flow Credit Agreement and the initial funding of a portion of the loans thereunder,
(e) the making of the Equity Contribution and (f) the payment of Transaction Expenses. 

  
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 “Type” means, with respect to a Loan, its character as a Base Rate Loan,
Canadian Prime Rate Loan, a Eurodollar Rate Loan or a CDOR Rate Loan. 
 “UCC” means the Uniform Commercial Code as the
same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral. 

“Unaudited Financial Statements” means the unaudited consolidated balance sheets of the Company and its Subsidiaries as of
March 31, 2014 and related consolidated statements of operations, comprehensive income, cash flows and equity of the Company and its Subsidiaries for the year to date period ended March 31, 2014. 

“United States” and “U.S.” mean the United States of America. 

“Unpaid L/C Lender Amount” shall have the meaning assigned to such term in Section 2.03(c)(vi). 

“Unpaid Swing Line Loan Amount” shall have the meaning assigned to such term in Section 2.04(c)(iii). 

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). 

“Unrestricted Subsidiaries” means (i) as of the Closing Date, each Subsidiary of a Borrower listed on Schedule
1.01C, (ii) any Subsidiary of a Borrower designated by the board of managers of the U.S. Borrower as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date and (iii) any Subsidiary of an
Unrestricted Subsidiary. 
 “USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 10756, as amended or modified from time to time. 
 “U.S.
Applicable Adjusted Percentage” has the meaning specified in Section 2.12(a). 
 “U.S. Available Commitments”
means, at any time, an amount equal to (i) the lesser of (a) the aggregate U.S. Revolving Credit Commitments at such time and (b) the U.S. Borrowing Base at such time minus (ii) U.S. Revolving Credit Exposure of all U.S.
Revolving Credit Lenders at such time. 
 “U.S. Borrowing Base” means, on any date of determination, an amount (calculated
based on the most recent Borrowing Base Certificate delivered to the Administrative Agent in accordance with this Agreement) equal to: 

(a) the sum of 

(i) 85.00% of the value of the Eligible Accounts of the U.S. Loan Parties, and 

(ii) 85.00% of the NOLV Percentage of the value of the Eligible Inventory of the U.S. Loan Parties, 

minus 

  
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 (b) the Availability Reserve in the Administrative Agent’s Credit Judgment
on such date. 
 “U.S. Collateral” means all of the “Collateral” and “Mortgaged Property” of the U.S.
Loan Parties referred to in the Collateral Documents and all of the other property of the U.S. Loan Parties that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of
the Secured Parties. 
 “U.S. Commitment Fees” has the meaning specified in Section 2.09(a)(i). 

“U.S. Guaranteed Obligations” has the meaning assigned to such term in Section 11.01. 

“U.S. Guarantors” means (i) Holdings, (ii) the wholly owned Domestic Subsidiaries of the U.S. Borrower (other than
any Excluded Subsidiary), (iii) those wholly owned Domestic Subsidiaries of the U.S. Borrower that issue a Guaranty of the Secured Obligations after the Closing Date pursuant to Section 6.11 or otherwise, (iv) solely in respect of any
Canadian Obligations of the Canadian Borrower, the U.S. Borrower and (v) solely in respect of any Secured Hedge Agreement or Cash Management Agreement to which the U.S. Borrower is not a party, the U.S. Borrower, in each case, until the
Guaranty thereof is released in accordance with this Agreement. 
 “U.S. Guaranty” means (i) the guaranty made by the
U.S. Guarantors pursuant to Article XI, and (ii) each other guaranty and guaranty supplement delivered pursuant to Section 6.11 and “U.S. Guaranties” means any two or more of them, collectively. 

“U.S. Intellectual Property Security Agreements” means the Grant of Security Interest in Trademarks, the Grant of Security
Interest in Patents and the Grant of Security Interest in Copyrights, substantially in the form attached as Exhibits C, D and E to the U.S. Security Agreement, respectively. 

“U.S. Loan Parties” means, collectively, the U.S. Borrower, in its capacity as a borrower under the U.S. Revolving Credit
Facility, and the U.S. Guarantors. 
 “U.S. Obligations” with respect to each U.S. Loan Party, without duplication: 

(i) in the case of the U.S. Borrower, all principal of and interest (including, without limitation, any interest which accrues
after the commencement of any proceeding under any Debtor Relief Law with respect to any Loan Party, whether or not allowed or allowable as a claim in any such proceeding) on any Loan or L/C Obligation under, or any Note issued pursuant to, this
Agreement or any other Loan Document; 
 (ii) all fees, expenses, indemnification obligations and other amounts of whatever
nature now or hereafter payable by such U.S. Loan Party (including, without limitation, any fees, expenses, indemnification obligations and other amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect
to any Loan Party, whether or not allowed or allowable as a claim in any such proceeding) pursuant to this Agreement or any other Loan Document; 

(iii) all expenses of the Agents as to which one or more of the Agents have a right to reimbursement by such U.S. Loan Party
under Section 10.04(a) of this Agreement or under any other similar provision of any other Loan Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve the Collateral or preserve its security
interests in the Collateral to the extent permitted under any Loan Document or applicable Law; 

  
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 (iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right
to reimbursement by such U.S. Loan Party under Section 10.04(b) of this Agreement or under any other similar provision of any other Loan Document; 

(v) in the case of the U.S. Borrower and each U.S. Guarantor, all amounts now or hereafter payable by the U.S. Borrower or such
U.S. Guarantor and all other obligations or liabilities now existing or hereafter arising or incurred (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to any
Loan Party, whether or not allowed or allowable as a claim in any such proceeding) on the part of the U.S. Borrower or such U.S. Guarantor pursuant to this Agreement or any other Loan Document; and 

(vi) all Cash Management Obligations of a U.S. Loan Party arising under any Cash Management Agreement and all obligations of a
U.S. Loan Party arising under any Secured Hedge Agreement; provided that (x) such Cash Management Obligations and obligations under an Secured Hedge Agreement shall be secured and guaranteed pursuant to the Collateral Documents and the
Guaranties only to the extent that, and for so long as, the other U.S. Obligations are so secured and guaranteed and (y) notwithstanding the foregoing, U.S. Obligations of any Guarantor shall in no event include any Excluded Swap Obligations of
such Guarantor; 
 together in each case with all renewals, modifications, consolidations or extensions thereof. 

“U.S. Required Lenders” means, as of any date of determination, Lenders holding more than 50.00% of the sum of the
(i) U.S. Revolving Credit Exposure of all U.S. Revolving Credit Lenders (with the aggregate amount of each U.S. Revolving Credit Lender’s U.S. Protective Advance Participations being deemed “held” by such U.S. Revolving Credit
Lender for purposes of this definition) and (ii) aggregate unused U.S. Revolving Credit Commitments; provided that the unused U.S. Revolving Credit Commitment of, and the portion of the U.S. Revolving Credit Exposure held or deemed held
by, any Defaulting Lender shall be excluded for purposes of making a determination of U.S. Required Lenders. 
 “U.S. Revolving
Credit Borrowing” means a borrowing consisting of U.S. Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the U.S. Revolving Credit Lenders pursuant to
Section 2.01(a)(i). 
 “U.S. Revolving Credit Commitment” means, as to each U.S. Revolving Credit Lender, its
obligation to (a) make U.S. Revolving Credit Loans to the U.S. Borrower pursuant to Section 2.01(a)(i), (b) purchase L/C Participations in respect of Letters of Credit, (c) purchase Swing Line Participations in respect of Swing Line
Loans and (d) purchase Protective Advance Participations in respect of Protective Advances, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 2.01A
under the caption “U.S. Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this
Agreement. The aggregate U.S. Revolving Credit Commitments of all U.S. Revolving Credit Lenders shall be $300,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement, including
pursuant to any applicable Facility Increase. 
 “U.S. Revolving Credit Exposure” means as to each U.S. Revolving Credit
Lender at any time, the sum of (a) the Outstanding Amount of such Revolving Credit Lender’s U.S. Revolving Credit Loans at such time, (b) the Outstanding Amount of each L/C Participation of such U.S. Revolving Credit Lender
outstanding at such time (except to the extent such L/C Participation shall have been funded as an L/C Advance or a U.S. Revolving Credit Loan as of such time), (c) the Outstanding Amount of each L/C


  
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Advance of such U.S. Revolving Credit Lender outstanding at such time, (d) each Swing Line Participation of such U.S. Revolving Credit Lender at such time (except to the extent such Swing
Line Participation shall have been funded as a U.S. Revolving Credit Loan or pursuant to Section 2.04(c)(ii) as of such time), (e) all amounts outstanding that have been funded pursuant to Section 2.04(c)(ii) at such time and (f) each
U.S. Protective Advance Participation of such U.S. Revolving Credit Lender at such time. 
 “U.S. Revolving Credit
Facility” means, at any time, the aggregate amount of the U.S. Revolving Credit Commitments at such time. 
 “U.S.
Revolving Credit Lender” means, at any time, any Lender that has a U.S. Revolving Credit Commitment or holds U.S. Revolving Credit Loans at such time. 

“U.S. Revolving Credit Loan” has the meaning specified in Section 2.01(a)(i). 

“U.S. Revolving Credit Note” means a promissory note of the U.S. Borrower payable to any U.S. Revolving Credit Lender or its
registered assigns, in substantially the form of Exhibit B-1 hereto, evidencing the aggregate Indebtedness of the U.S. Borrower to such U.S. Revolving Credit Lender resulting from the U.S. Revolving Credit
Loans made by such U.S. Revolving Credit Lender. 
 “U.S. Security Agreement” means, collectively, the security agreement
executed by the applicable Loan Parties substantially in the form of Exhibit G-2, together with each other security agreement supplement executed and delivered pursuant to Section 6.11. 

“U.S. Subsidiary Guarantors” means, collectively, the U.S. Guarantors referred to in clauses (ii) and (iii) of the
definition “U.S. Guarantors”. 
 “U.S. Supermajority Lenders” means, as of any date of determination, U.S.
Revolving Credit Lenders holding more than 66 2/3% of the sum of the (i) U.S. Revolving Credit Exposure of all U.S. Revolving Credit Lenders (with the aggregate amount of each U.S. Revolving Credit Lender’s L/C Participations, Swing
Line Participations and Protective Advance Participations being deemed “held” by such U.S. Revolving Credit Lender for purposes of this definition) and (ii) aggregate unused U.S. Revolving Credit Commitments; provided that the
unused U.S. Revolving Credit Commitment of, and the portion of the U.S. Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of U.S. Supermajority Lenders. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect
thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such
Indebtedness. 
 “wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the
outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned
Subsidiaries of such Person. 
 “Yen” and “¥” mean lawful money of Japan. 

“Yen Outstanding” means the Outstanding Amount of all Revolving Credit Loans, L/C Obligations and Swing Line Loans, in each
case, to the extent denominated in Yen. 

  
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 “Yen Sublimit” means the Dollar Equivalent of Yen equal to $26,000,000. 

Section 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.” 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. 

(d) For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes
pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (i) “personal property”
shall include “movable property”, (ii) “real property” or “real estate” shall include “immovable property”, (iii) “tangible property” shall include “corporeal property”, (iv)
“intangible property” shall include “incorporeal property”, (v) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior
claim” and a “resolutory clause”, (vi) all references to filing, perfection, priority, remedies, registering or recording under the PPSA shall include publication under the Civil Code of Québec,
(vii) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” lien or security interest as against third parties,
(viii) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”, (ix) “goods” shall include “corporeal movable property” other than chattel
paper, documents of title, instruments, money and securities, (x) an “agent” shall include a “mandatary”, (xi) “construction liens” shall include “legal hypothecs”, (xii) “joint and
several” shall include 

  
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“solidary”, (xiii) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (xiv) “beneficial ownership” shall
include “ownership on behalf of another as mandatary”, (xv) “easement” shall include “servitude”, (xvi) “priority” shall include “prior claim”, (xvii) “survey” shall include
“certificate of location and plan”, (xviii) “fee simple title” shall include “absolute ownership”, and (xix) “accounts” shall include “claims”. 

Section 1.03 Accounting Terms and Determinations. 

(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, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed herein. 
 (b) Computation of Certain Financial Covenants. Unless
otherwise specified herein, all defined financial terms (and all other definitions used to determine such terms) shall be to those determined and computed in respect of the Borrowers and their Restricted Subsidiaries. 

Section 1.04 Rounding. Any financial ratios required to be maintained or satisfied by the Borrowers or any of their respective
Subsidiaries pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under 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). 

Section 1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time
(daylight or standard, as applicable). 
 Section 1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount
of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such time. 
 Section 1.07 Currency Equivalents Generally.

 (a) Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars
shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined by the Administrative Agent or L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (as defined below)
for the purchase of such currency with Dollars. The “Dollar Equivalent” of a currency other than Dollars shall be the equivalent amount of such other currency stated in Dollars as determined by the Administrative Agent or the L/C
Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. For purposes of this Section 1.07, the “Spot
Rate” for a currency means the rate determined by the Administrative Agent or an L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with
another currency through its principal foreign exchange trading office at approximately 11:00 a.m., New York time, on the date two Business Days prior to the date of such determination; provided that the Administrative Agent or L/C Issuer, as


  
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applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or L/C Issuer, as applicable, if the Person acting in such capacity does not have
as of the date of determination a spot buying rate for any such Alternative Currency. 
 (b) Whenever in this Agreement in connection with
the (a) making or continuing of any Revolving Credit Loan denominated in an Alternative Currency or (b) issuance, amendment or extension of an Alternative Currency Letter of Credit, an amount, such as a required minimum or multiple amount,
is expressed in Dollars, but such Revolving Credit Loan or Alternative Currency Letter of Credit is denominated in an Alternative Currency, such amount, other than in cases where a Dollar Equivalent is expressly included, shall be the relevant
Alternative Currency Equivalent of such Dollar Equivalent (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent and if applicable, the applicable L/C Issuer.

 Section 1.08 References to Agreements, Laws, Etc. 

Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other
contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other
modifications are permitted by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. 

Section 1.09 Timing of Payment or Performance. 

When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day
which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day. 

Section 1.10 Change of Currency 

(a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any Participating Member State of the
European Union that adopts the euro as its lawful currency after the date hereof shall be redenominated into euro at the time of such adoption. If, in relation to the currency of any such Participating Member State, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the euro, such expressed basis shall be replaced
by such convention or practice with effect from the date on which such Participating Member State adopts the euro as its lawful currency; provided that if any Borrowing in the currency of such Participating Member State is outstanding immediately
prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period. 

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect the adoption of the euro by any Participating Member State of the European Union and any relevant market conventions or practices relating to the euro. 

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from
time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency. 

  
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 (d) The Administrative Agent shall use commercially reasonable efforts to promptly advise the
applicable Borrower of any changes of construction pursuant to clauses (b) and (c) hereof, but any failure to do so shall not limit the Administrative Agent’s rights or any changes made under such clauses. 

ARTICLE II 
 THE COMMITMENTS AND
CREDIT EXTENSIONS 
 Section 2.01 The Loans. 

(a) Subject to the terms and conditions set forth herein, 

(i) each U.S. Revolving Credit Lender severally agrees to make loans denominated in Dollars or an Alternative Currency to the
U.S. Borrower as elected by the U.S. Borrower pursuant to Section 2.02 (each such loan, a “U.S. Revolving Credit Loan”) from time to time, during the Availability Period, in an aggregate principal amount not to exceed at any
time outstanding the amount of such Lender’s U.S. Revolving Credit Commitment; provided that after giving effect to any U.S. Revolving Credit Borrowing, the Availability Conditions would be satisfied; 

(ii) each Canadian Revolving Credit Lender severally agrees to make loans denominated in Dollars, Canadian Dollars or an
Alternative Currency to the U.S. Borrower or in Canadian Dollars to the Canadian Borrower as elected by the U.S. Borrower pursuant to Section 2.02 (each such loan, a “Canadian Revolving Credit Loan”) from time to time, during
the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Canadian Revolving Credit Commitment; provided that after giving effect to any Canadian Revolving Credit
Borrowing, the Availability Conditions would be satisfied; 
 (iii) within the limits of each Lender’s U.S. Revolving
Credit Commitment or Canadian Revolving Credit Commitment, as applicable, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05 and reborrow under this
Section 2.01(a). Loans denominated in (a) Dollars may be Base Rate Loans or Eurodollar Rate Loans and (b) an Alternative Currency shall be Eurodollar Rate Loans. Loans denominated in Canadian Dollars may be Canadian Prime Rate Loans
or CDOR Rate Loans, as further provided herein; 
 (iv) (A) the Euros Outstanding shall not exceed the Euro Sublimit,
(B) the Sterling Outstanding shall not exceed the Sterling Sublimit and (C) the Yen Outstanding shall not exceed the Yen Sublimit at any time. 

(b) [Reserved.] 
 (c)
Protective Advances. The Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 4.02 are not satisfied, to make loans in Dollars (any such loans made pursuant to this Section 2.01(c),
“Protective Advances”) under the U.S. Revolving Credit Facility or the Canadian Revolving Credit Facility (a) up to an aggregate amount not to exceed the lesser of (x) (i) $10,000,000 and (y) 10.00% of the Borrowing Base
outstanding at any time, if the Administrative Agent reasonably deems such Protective Advances necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Secured Obligations; or (b) to pay any
other amounts chargeable to Loan Parties under any Loan Documents, including costs, fees and expenses. Protective Advances 

  
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shall constitute Secured Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each
applicable Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in such Protective Advance as follows (x) with respect to a Protective
Advance made under the Canadian Revolving Credit Facility (a “Canadian Protective Advance”), each Canadian Revolving Credit Lender shall purchase a risk participation in such Protective Advance in an amount equal to
the product of such Canadian Revolving Credit Lender’s Canadian Applicable Adjusted Percentage times the principal amount of such Canadian Protective Advance (a “Canadian Protective Advance Participation”) and (y) with
respect to a Protective Advance made under the U.S. Revolving Credit Facility (“a U.S. Protective Advance”), each U.S. Revolving Credit Lender shall purchase a risk participation in such U.S. Protective Advance in an amount equal to
the product of such U.S. Revolving Credit Lender’s U.S. Applicable Adjusted Percentage times the principal amount of such U.S. Protective Advance (a “U.S. Protective Advance Participation” and together with the Canadian
Protective Advance Participations, the “Protective Advance Participations”). The Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice to the
Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. In no event shall a U.S. Protective Advance be made if, after giving effect thereto,
the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed the U.S. Revolving Credit Commitment of such Lender. In no event shall a Canadian Protective Advance be made if, after giving effect thereto, the Canadian Revolving
Credit Exposure of any Canadian Revolving Credit Lender would exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment. In no event shall a Protective Advance be made if, after giving effect thereto, (a) the
Euros Outstanding shall exceed the Euro Sublimit, (b) the Sterling Outstanding shall exceed the Sterling Sublimit and (c) the Yen Outstanding shall exceed the Yen Sublimit. 

(d) At any time that any U.S. Protective Advance is outstanding, the proceeds of any U.S. Revolving Credit Loan or Swing Line Loan that is
made shall first be applied to the repayment of such U.S. Protective Advance upon the making of such U.S. Revolving Credit Loan or Swing Line Loan (and otherwise, each U.S. Revolving Credit Lender shall, upon request from the Administrative Agent,
fund its U.S. Protective Advance Participation). 
 (e) At any time that any Canadian Protective Advance is outstanding, the proceeds of any
Canadian Revolving Credit Loan that is made shall first be applied to the repayment of such Canadian Protective Advance upon the making of such Canadian Revolving Credit Loan (and otherwise, each Canadian Revolving Credit Lender shall, upon request
from the Administrative Agent, fund its Canadian Protective Advance Participation). 
 Section 2.02 Borrowings, Conversions and
Continuations of Loans. 
 (a) Each Revolving Credit Borrowing, each conversion of Revolving Credit Loans from one Type to the other,
and each continuation of Eurodollar Rate Loans or CDOR Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the
Administrative Agent (i) with respect to U.S. Revolving Credit Loans and Canadian Revolving Credit Loans denominated in Dollars or an Alternative Currency, not later than 2:00 p.m., Local Time, three 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, in each case other than Eurodollar Rate Loans denominated in Yen, (ii) with respect to Canadian Revolving
Credit Loans denominated in Canadian Dollars, not later than 2:00 p.m., Toronto time, three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of CDOR Rate Loans or of any conversion of CDOR Rate Loans
to Canadian Prime Rate Loans and (iii) 1:00 p.m., Local Time, five Business Days prior to the requested date of any Borrowing 

  
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or continuation of Eurodollar Rate Loans denominated in Yen or any conversion of Base Rate Loans to Eurodollar Rate Loans denominated in Yen. Each notice must be received by the Administrative
Agent (i) with respect to U.S. Revolving Credit Loans and Canadian Revolving Credit Loans denominated in Dollars, not later than 12:00 noon, New York time, on the requested date of any Borrowing of Base Rate Loans (but with respect to the
initial Credit Extension, one Business Day prior to the requested date of any Borrowing of Base Rate Loans) and (ii) with respect to Canadian Revolving Credit Loans denominated in Canadian Dollars, not later than 10:00 a.m., Toronto time, one
Business Day prior to the requested date of any Borrowing of Canadian Prime Rate Loans; provided, however, that (i) if the U.S. Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three
or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 2:00 p.m., Local Time, four Business Days prior to the requested date of such
Borrowing, conversion or continuation and (ii) if the Canadian Borrower wishes to request CDOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest
Period,” the applicable notice must be received by the Administrative Agent not later than 2:00 p.m., Toronto time, four Business Days prior to the requested date of such Borrowing, conversion or continuation whereupon the Administrative Agent
shall give prompt notice to the Revolving Credit Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than (i) with respect to U.S. Revolving Credit Loans and Canadian Revolving
Credit Loans denominated in Dollars or an Alternative Currency, 11:00 a.m., Local Time, three Business Days before the requested date of such Borrowing, conversion or continuation and (ii) with respect to Canadian Revolving Credit Loans
denominated in Canadian Dollars, 11:00 a.m., Toronto time, three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the U.S. Borrower (which notice may be by telephone)
whether or not the requested Interest Period has been consented to by all the Revolving Credit Lenders. Each telephonic notice by the applicable 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 applicable Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans or CDOR Rate Loans shall be in
an amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans or Canadian Prime
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a U.S. Revolving
Credit Borrowing, a Canadian Revolving Credit Borrowing, a conversion of Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans or CDOR Rate Loan, (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 Revolving Credit Loans are to be converted,
(v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Loan. If the applicable Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the applicable Borrower fails to
give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as applicable. Any such automatic conversion to Base Rate Loans
or Canadian Prime Rate Loans, as applicable, shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans or CDOR Rate Loans, respectively. If the applicable Borrower requests a
Borrowing of, conversion to, or continuation of Eurodollar Rate Loans or CDOR Rate Loans, as applicable, 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.
Notwithstanding anything to the contrary herein, (i) a Swing Line Loan may not be converted to a Eurodollar Rate Loan, (ii) a Eurodollar Rate Loan that is denominated in an Alternative Currency may not be converted into a Base Rate Loan
and (iii) no Loan may be converted or continued as a Loan denominated in another currency, but instead must be prepaid in the original currency or reborrowed in Dollars or another Alternative Currency. 

  
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 (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify
(x) each U.S. Revolving Credit Lender, in the case of a Committed Loan Notice with respect to U.S. Revolving Credit Loans, of the amount of its U.S. Applicable Percentage under the U.S. Revolving Credit Facility of the applicable U.S. Revolving
Credit Loans and (y) each Canadian Revolving Credit Lender, in the case of a Committed Loan Notice with respect to Canadian Revolving Credit Loans, of the amount of its Canadian Applicable Percentage under the Canadian Revolving Credit Facility
of the applicable Canadian Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each applicable Revolving Credit Lender of the details of any
automatic conversion to Base Rate Loans or Canadian Prime Rate Loans described in Section 2.02(a). In the case of a U.S. Revolving Credit Borrowing or a Canadian Revolving Credit Borrowing denominated in Dollars, each U.S. Revolving Credit
Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office in Dollars not later than 2:00 p.m., New York time, on the Business Day specified in the
applicable Committed Loan Notice. In the case of a U.S. Revolving Credit Borrowing or a Canadian Revolving Credit Borrowing denominated in an Alternative Currency, each U.S. Revolving Credit Lender shall make the amount of its Loan available to the
Administrative Agent in immediately available funds at the Administrative Agent’s Office in such Alternative Currency not later than 2:00 p.m., Local Time, on the Business Day specified in the applicable Committed Loan Notice. In the case of a
Canadian Revolving Credit Borrowing denominated in Canadian Dollars, each Canadian Revolving Credit Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s
Office in Canadian Dollars not later than 2:00 p.m., Toronto time, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the
applicable Borrower on the books of Citibank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable
Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a U.S. Revolving Credit Loan is given by the U.S. Borrower, there are L/C Borrowings outstanding, then the proceeds thereof shall be applied to
the payment in full of any L/C Borrowing and second, shall be made available to the U.S. Borrower as provided above. 
 (c) Except as
otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as
Eurodollar Rate Loans without the consent of the Required Lenders. Except as otherwise provided herein, a CDOR Rate Loan may be continued or converted only on the last day of an Interest Period for such CDOR Rate Loan. During the existence of a
Default, no Loans may be requested as, converted to or continued as CDOR Rate Loans without the consent of the Required Lenders. 
 (d) The
Administrative Agent shall promptly notify the U.S. Borrower and the Revolving Credit 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 U.S. Borrower and the Revolving Credit Lenders of any change in Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such
change. The Administrative Agent shall promptly notify the Canadian Borrower and the Revolving Credit Lenders of the interest rate applicable to any Interest Period for CDOR Rate Loans upon determination of such interest rate. At any time that
Canadian Prime Rate Loans are outstanding, the Administrative Agent shall notify the Canadian Borrower and the Revolving Credit Lenders of any change in Administrative Agent’s prime rate used in determining the Canadian Prime Rate promptly
following the public announcement of such change. 

  
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 (e) After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit
Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect in respect of any Revolving Credit Loans. 

Section 2.03 Letters of Credit. 

(a) The Letter of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the U.S.
Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit under the U.S. Revolving Credit
Facility for the account of the U.S. Borrower (or to the U.S. Borrower for the benefit of a Subsidiary), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under
the Letters of Credit; and (B) (I) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the U.S. Borrower (or to the U.S. Borrower for the benefit of a Subsidiary) and any drawings
thereunder (pro rata in accordance with the Applicable Adjusted Percentage of such Revolving Credit Lenders); provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (A) the Availability
Conditions shall be satisfied, (B) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of the Alternative Currency L/C Obligations shall not exceed the Alternative
Currency Letter of Credit Sublimit and (D) the Outstanding Amount of the L/C Obligations issued by Citibank, N.A. shall not exceed the Citibank L/C Sublimit; provided, further, that (A) the Euros Outstanding shall not exceed
the Euro Sublimit, (B) the Sterling Outstanding shall not exceed the Sterling Sublimit and (C) the Yen Outstanding shall not exceed the Yen Sublimit at any time. Each request by the U.S. Borrower for the issuance or amendment of a Letter
of Credit shall be deemed to be a representation by the U.S. Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms
and conditions hereof, the U.S. Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the U.S. Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired
or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto as Letters of Credit, and from and after the Closing Date shall be subject to and governed by the terms and conditions
hereof. 
 (ii) No L/C Issuer shall issue any Letter of Credit if: 

(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last extension, unless the U.S. Required Lenders have approved such expiry date; or 

(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the
U.S. Revolving Credit Lenders (excluding Defaulting Lenders) and such L/C Issuer have approved such expiry date. 
 (iii) No L/C Issuer
shall be under any obligation to issue any Letter of Credit if: 
 (A) any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law, but if not
having the force of law, then being one with which the L/C Issuer would 

  
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customarily comply) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in
effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it; 

(B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit
generally; 
 (C) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, such Letter of Credit
is in an initial stated amount less than the Dollar Equivalent of $500,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $2,000,000, in the case of a standby Letter of Credit; 

(D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; or 

(E) a default of any U.S. Revolving Credit Lender’s obligations to fund under Section 2.03(c) exists or any U.S.
Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless the applicable L/C Issuer has entered into satisfactory arrangements with the U.S. Borrower or such U.S. Revolving Credit Lender to eliminate such L/C Issuer’s risk
with respect to such U.S. Revolving Credit Lender. 
 (iv) The applicable L/C Issuer shall not amend any Letter of Credit if such L/C Issuer
would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. 
 (v) The applicable L/C
Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter
of Credit does not accept the proposed amendment to such Letter of Credit. 
 (vi) Each L/C Issuer shall act on behalf of the U.S. Revolving
Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to
any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer. 

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. 

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the U.S. Borrower delivered to the applicable
L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the U.S. Borrower. Such Letter of Credit Application must be received by such L/C
Issuer and the Administrative Agent not later than 11:00 a.m., Local Time, at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to
the proposed issuance date or date of amendment, as the case may be. In the case of a 

  
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request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance
date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such
beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such
other matters as the applicable L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C
Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the applicable L/C Issuer may
reasonably require. Additionally, the U.S. Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any
Issuer Documents, as the applicable L/C Issuer or the Administrative Agent may reasonably require. 
 (ii) Promptly after receipt of any
Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the U.S. Borrower and, if
not, the applicable L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any U.S. Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one
Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such
L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the U.S. Borrower (or to the U.S. Borrower for the benefit of the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in
accordance with such L/C Issuer’s usual and customary business practices. Such L/C Issuer shall issue any such Letters of Credit for the account of the U.S. Borrower (or to the U.S. Borrower for the benefit of the applicable Subsidiary) or
enter into the applicable amendments, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance or increase of each Letter of Credit in accordance with the above
restrictions (including Section 2.03(a)(i) and the proviso thereto), each U.S. Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in
such Letter of Credit (or, in the case of an increase of a Letter of Credit, in the amount so increased) in an amount equal to the product of such U.S. Revolving Credit Lender’s U.S. Applicable Adjusted Percentage times the amount of such
Letter of Credit (or, in the case of an increase to a Letter of Credit, the amount of such increase) to the extent such purchase does not cause the U.S. Available Commitments to decrease below zero (an “L/C Participation”). The
renewal or extension of any Letter of Credit in accordance with the provisions of this Section 2.03 shall not relieve any Revolving Credit Lender of its L/C Participations therein. 

(iii) If the U.S. Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute
discretion, agree that a Letter of Credit shall automatically be extended for one or more additional successive periods not to exceed twelve months each, unless the applicable L/C Issuer, in its sole and absolute discretion, elects not to extend for
any such additional periods (each, an “Auto-Extension Letter of Credit”). Unless otherwise directed by the applicable L/C Issuer, the U.S. Borrower shall not be required to make a specific request to the applicable L/C Issuer for
any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time
to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that no L/C Issuer shall permit any such extension if (A) such L/C Issuer has 

  
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determined that it would not be permitted or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the
provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) (1) from the Administrative Agent that the U.S. Required Lenders have elected not to
permit such extension or (2) from the Administrative Agent, any U.S. Revolving Credit Lender or the U.S. Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case
directing the applicable L/C Issuer not to permit such extension. 
 (iv) Promptly after its delivery of any Letter of Credit or any
amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the U.S. Borrower and the Administrative Agent a true and complete copy of such Letter of Credit
or amendment. 
 (c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C
Issuer shall notify the U.S. Borrower and the Administrative Agent thereof. Not later than the later of (A) 11:00 a.m., Local Time, on the date of any payment by the applicable L/C Issuer under a Letter of Credit (each such date, an “Honor
Date”) or (B) 11:00 a.m., Local Time, on the Business Day immediately following the date that notice is given pursuant to the immediately preceding sentence, the U.S. Borrower shall reimburse such L/C Issuer through the Administrative Agent
in an amount equal to the amount of such drawing (a “Drawing”). In the case of a Letter of Credit denominated in Dollars, the U.S. Borrower shall reimburse such L/C Issuer in Dollars. In the case of a Letter of Credit denominated in
an Alternative Currency, the U.S. Borrower shall reimburse such L/C Issuer in such Alternative Currency, unless (x) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or
(y) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such L/C Issuer promptly following receipt of the notice of drawing that the U.S. Borrower will reimburse such L/C Issuer in Dollars.
In the case of any such reimbursement in Dollars of a drawing as of the applicable Revaluation Date under a Letter of Credit denominated in an Alternative Currency, such L/C Issuer shall notify the U.S. Borrower of the Dollar Equivalent of the
amount of the drawing promptly following the determination thereof. If the U.S. Borrower fails to so reimburse the applicable L/C Issuer in Dollars or the Dollar Equivalent thereof in the case of an Alternative Currency by such time, such L/C Issuer
shall notify the Administrative Agent who shall promptly notify each U.S. Revolving Credit Lender of the Honor Date, the Dollar Equivalent amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the Dollar Equivalent
amount of such U.S. Revolving Credit Lender’s U.S. Applicable Adjusted Percentage of all such L/C Participations outstanding at such time (such U.S. Revolving Credit Lender’s “L/C Reimbursement Percentage”). In such event,
the U.S. Borrower shall be deemed to have requested a U.S. Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an aggregate amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified
in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the U.S. Available Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan
Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice. If an L/C Issuer shall make any Drawing, then, unless the U.S. Borrower shall have reimbursed such Drawing in full on the date such Drawing is made, the unpaid amount thereof shall bear
interest payable on demand, for each day from and including the date such Drawing is made to and including the Honor Date, at the interest rate then in effect for Base Rate Loans to the extent the U.S. Available Commitments would not be less than
zero if such Drawing were a Base Rate Loan, and thereafter, at the rate per annum determined pursuant to Section 2.08(b) for Base Rate Loans or until (but excluding) the date that the U.S. Borrower reimburses such


  
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Drawing. Interest accrued pursuant to the immediately preceding sentence shall be for the account of the applicable L/C Issuer, except that interest accrued on and after the date of payment by
any Revolving Credit Lender pursuant to Section 2.03(c)(ii) or (iii) to reimburse the applicable L/C Issuer shall be for the account of such U.S. Revolving Credit Lender to the extent of such payment. 

(ii) Each U.S. Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds in Dollars or in the case of an
Alternative Currency, the Dollar Equivalent thereof, available to the Administrative Agent for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its L/C Reimbursement Percentage of the
Unreimbursed Amount not later than 1:00 p.m., Local Time, on the Business Day specified in such notice by the Administrative Agent (provided, that with respect to the participation in any Alternative Currency Letter of Credit, such participation
shall occur on each Revaluation Date), whereupon, subject to the provisions of Section 2.03(c)(iii), each such U.S. Revolving Credit Lender that so makes funds available shall be deemed to have made a U.S. Revolving Credit Loan that is a Base
Rate Loan to the U.S. Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer. 

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a U.S. Revolving Credit Borrowing of Base Rate Loans because the
conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the U.S. Borrower shall be deemed to have incurred from the applicable L/C Issuer (x) to the extent the U.S. Available Commitments would not be less than
zero (after giving effect to the decrease in the U.S. Available Commitments referred to later in this clause), an extension of credit in the amount of such L/C Participations (an “L/C Borrowing”), which shall decrease the U.S.
Available Commitments by the amount of such L/C Borrowing, which shall decrease the U.S. Available Commitments by the amount of such L/C Borrowing, to the extent the Unreimbursed Amount that is not so refinanced, which L/C Borrowings shall be due
and payable on demand (together with interest) and shall bear interest at the Default Rate for Base Rate Loans. In such event, each U.S. Revolving Credit Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer
pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its L/C Participation, in such L/C Borrowing in satisfaction of its participation obligation under this Section 2.03 and shall constitute an L/C Advance from such U.S.
Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.03. 
 (iv) Until each U.S. Revolving
Credit Lender funds its U.S. Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such U.S. Revolving Credit
Lender’s Applicable Adjusted Percentage of such amount shall be solely for the account of such L/C Issuer. 
 (v) Each U.S. Revolving
Credit Lender’s obligation to make U.S. Revolving Credit Loans or fund L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such U.S. Revolving Credit Lender may have against the applicable L/C Issuer, the U.S. Borrower or any
other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each U.S.
Revolving Credit Lender’s obligation to make U.S. Revolving Credit Loans pursuant to Section 2.03(c)(ii) is subject to the conditions set forth in Section 4.02 (other than delivery by the U.S. Borrower of a Committed Loan Notice). No
such funding of an L/C Advance or U.S. Revolving Credit Loan shall relieve or otherwise impair the obligation of the U.S. Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of
Credit, together with interest as provided herein. 

  
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 (vi) If any U.S. Revolving Credit Lender fails to make available to the Administrative Agent for
the account of any L/C Issuer any amount required to be paid by such U.S. Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii) (an “Unpaid L/C Lender
Amount”), the applicable L/C Issuer shall be entitled to recover from such U.S. Revolving Credit Lender (acting through the Administrative Agent), on demand, such Unpaid L/C Lender Amount with interest thereon for the period from the date
such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by such L/C Issuer in accordance with banking industry
rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such U.S. Revolving Credit Lender pays such Unpaid L/C Lender Amount (with
interest and fees as aforesaid), the amount so paid shall constitute such U.S. Revolving Credit Lender’s U.S. Revolving Credit Loan in the case of L/C Participations, included in the relevant Borrowing or L/C Advance, as the case may be. A
certificate of the applicable L/C Issuer submitted to any U.S. Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error. 

(d) Repayment of Participations. 

(i) At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any U.S. Revolving Credit Lender such
U.S. Revolving Credit Lender’s funding of its L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related
Unreimbursed Amount or interest thereon (whether directly from the U.S. Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such U.S. Revolving Credit
Lender in the same proportion as to which such U.S. Revolving Credit Lender funded such Unreimbursed Amount in the same funds as those received by the Administrative Agent. 

(ii) If any payment received by the Administrative Agent for the account of the applicable L/C Issuer pursuant to
 Section 2.03(c)(i)
is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each U.S. Revolving Credit Lender shall pay to the Administrative
Agent for the account of such L/C Issuer, the U.S. Applicable Adjusted Percentage thereof, on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such U.S. Revolving
Credit Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the U.S. Revolving Credit Lenders under this clause (ii) shall survive the payment in full of the U.S. Secured Obligations and
the termination of this Agreement. 
 (e) Obligations Absolute. The obligation of the U.S. Borrower to reimburse each L/C Issuer for
each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

 (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; 

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the U.S. Borrower or any Subsidiary may have
at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

  
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 (iii) any draft, demand, certificate or other document presented under such
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; or any loss or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit; 
 (iv) any payment by the applicable L/C Issuer under such Letter of Credit
against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter
of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; 
 (v) any other circumstance
or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the U.S. Borrower or any of its Subsidiaries; provided that
the U.S. Borrower shall not be obligated to reimburse the applicable L/C Issuer for any wrongful payment made by such L/C Issuer as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such L/C Issuer; or

 (vi) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the
U.S. Borrower or any Subsidiary or in the relevant currency markets generally. 
 The U.S. Borrower shall promptly examine a copy of each
Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the U.S. Borrower’s instructions or other irregularity, the U.S. Borrower will immediately notify the applicable L/C
Issuer. 
 (f) Role of L/C Issuers. Each U.S. Revolving Credit Lender and the U.S. Borrower agree that, in paying any drawing under a
Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any
such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall
be liable to any U.S. Revolving Credit Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the U.S. Revolving Credit Lenders; (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers hereby assume all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as it
may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be
liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the U.S. Borrower may have a claim
against an L/C Issuer, and such L/C Issuer may be liable to the U.S. Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the U.S. Borrower proves were
caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly
complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, any L/C Issuer may 

  
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accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not
be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a 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. 
 (g) Cash Collateral. Upon the request of the Administrative Agent, if, as of the Letter of
Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the U.S. Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(iii) set forth certain
additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(iii), “Cash Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the applicable L/C Issuer and the U.S. Revolving Credit Lenders with L/C Participations, as collateral for the applicable L/C Obligations, cash or deposit account balances pursuant to documentation in form
and substance reasonably satisfactory to the Administrative Agent and such L/C Issuer (which documents are hereby consented to by the U.S. Revolving Credit Lenders with L/C Participations). Derivatives of such term have corresponding meanings. The
Borrowers hereby grant to the Administrative Agent, for the benefit of each L/C Issuer and the U.S. Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash
Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Citibank. If at any time the Administrative Agent reasonably determines that any funds held as Cash Collateral are subject to
any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all such L/C Obligations, the U.S. Borrower will, forthwith upon demand by the
Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of such funds, if any, then
held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent
permitted under applicable Laws, to reimburse the applicable L/C Issuer. If on any Revaluation Date and solely as a result of changes in Spot Rates, the Alternative Currency L/C Obligations would exceed the Alternative Currency L/C Sublimit,
immediate prepayment or Cash Collateralization of amounts owing in respect of outstanding Alternative Currency Letters of Credit will be made on or in respect of such Alternative Currency L/C Obligations in an amount equal to the difference. 

(h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable L/C Issuer and the U.S. Borrower when a Letter of
Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit. 

(i) Letter of Credit Fees. The U.S. Borrower shall pay to the Administrative Agent for the account of each U.S. Revolving Credit Lender
in accordance with the proportion its L/C Participations represent of all amounts available to be drawn under all Letters of Credit a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to
the Applicable Rate for LIBOR Loans times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate


  
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for LIBOR Loans during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate for LIBOR Loans separately
for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the U.S. Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall
accrue at the Default Rate for LIBOR Loans. 
 (j) Fronting Fee and Documentary and Processing Charges to L/C Issuers. The U.S.
Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum equal to 0.125%, computed on the daily amount available to be drawn under such Letter of Credit on a
quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth calendar day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the
first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the U.S. Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

 (k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document,
the terms hereof shall control. 
 (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or
outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the U.S. Borrower shall be obligated to reimburse each L/C Issuer hereunder for any and all drawings under such Letter of Credit. The U.S. Borrower
hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the U.S. Borrower, and that the U.S. Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

 (m) Reporting. Each L/C Issuer will report in writing to the Administrative Agent (i) on the first Business Day of each week,
the aggregate face amount of Letters of Credit issued by it and outstanding as of the last Business Day of the preceding week, (ii) on or prior to each Business Day on which such L/C Issuer expects to issue, amend, renew or extend any Letter of
Credit, the date of such issuance or amendment, and the aggregate face amount of Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and such L/C
Issuer shall advise the Administrative Agent on such Business Day whether such issuance, amendment, renewal or extension occurred and whether the amount thereof changed), (iii) on each Business Day on which such L/C Issuer funds any L/C
Participation, the date and amount of such L/C Participation and (iv) on any Business Day on which the U.S. Borrower fails to reimburse an L/C Participation required to be reimbursed to such L/C Issuer on such day, the date and amount of such
failure. 
 Section 2.04 Swing Line Loans. 

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its sole and absolute
discretion and in reliance upon the agreements of the other U.S. Lenders set forth in this Section 2.04, make loans in Dollars (each such loan, a “Swing Line Loan”) to the U.S. Borrower in connection with the U.S. Revolving
Credit Facility from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Loan Sublimit, notwithstanding the fact that such Swing Line Loans, when
aggregated with the Applicable Adjusted Percentage of the Outstanding Amount of Revolving Credit 

  
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Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s U.S. Revolving Credit Commitment; provided, however, that after
giving effect to the making of any Swing Line Loan (other than Protective Advances) the Availability Conditions would be satisfied; provided, further, that after giving effect to the making of any Swing Line Loan, (A) the Euros
Outstanding shall not exceed the Euro Sublimit, (B) the Sterling Outstanding shall not exceed the Sterling Sublimit and (C) the Yen Outstanding shall not exceed the Yen Sublimit at any time; provided, further, that the U.S.
Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the U.S. Borrower may borrow under this Section 2.04,
prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed
to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender risk participations in such Swing Line Loan as Swing Line Participations in the manner set forth in Section 2.04(b). 

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the U.S. Borrower’s irrevocable notice to the Swing Line
Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m., New York time, on the requested borrowing date, and shall specify
(i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the U.S. Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line
Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof. If the Swing Line Lender determines, acting in its sole and absolute discretion, that it shall make such requested Swing Line Loan to the U.S. Borrower in accordance with the Swing Line Loan Notice, and unless the
Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m., New York time, on the date of the proposed Swing Line Borrowing
(A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in
Article IV is not then satisfied, then, subject to the terms and conditions hereof, (I) the Swing Line Lender will, not later than 3:00 p.m., New York time, on the borrowing date specified in such Swing Line Loan Notice make a Swing Line
Loan, in the requested amount and (II) each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to
the product of such U.S. Revolving Credit Lender’s U.S. Applicable Adjusted Percentage times the principal amount of such Swing Line Loan to the extent such purchase does not cause the U.S. Available Commitments to decrease below zero (a
“Swing Line Participation”). 
 (c) Refinancing of Swing Line Loans. 

(i) The Swing Line Lender at any time (but no less frequently than once a week) in its sole and absolute discretion may request, on behalf of
the U.S. Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each U.S. Revolving Credit Lender make a Base Rate Loan as a U.S. Revolving Credit Loan in an amount equal to (I) such U.S.
Revolving Credit Lender’s U.S. Applicable Adjusted Percentage of the amount of all U.S. Swing Line Participations then outstanding (such U.S. Revolving Credit Lender’s “Swing Line Reimbursement Percentage”). Each such
request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the


  
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minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility, the unutilized portion of the U.S.
Revolving Credit Commitments, and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the U.S. Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative
Agent. Each U.S. Revolving Credit Lender shall make available to the Administrative Agent an amount equal to its Swing Line Reimbursement Percentage of the amount specified in such Committed Loan Notice and in immediately available funds for the
account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m., New York time, on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each such Revolving Credit Lender
that so makes funds available shall be deemed to have made a Base Rate Loan to the U.S. Borrower in such amount as a U.S. Revolving Credit Loan. The Administrative Agent shall remit the funds so received to the Swing Line Lender. 

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each U.S. Revolving Credit Lender fund its respective Swing Line
Participation in the relevant Swing Line Loan and each such Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such
Swing Line Participations. 
 (iii) If any U.S. Revolving Credit Lender fails to make available to the Administrative Agent for the account
of the Swing Line Lender any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i) (an “Unpaid Swing Line Loan
Amount”), the Swing Line Lender shall be entitled to recover from such U.S. Revolving Credit Lender (acting through the Administrative Agent), on demand, such Unpaid Swing Line Loan Amount with interest thereon for the period from the date
such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking
industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If any such U.S. Revolving Credit Lender pays such Unpaid Swing Line
Loan Amount (with interest and fees as aforesaid), the Unpaid Swing Line Loan Amount so paid shall constitute U.S. Revolving Credit Lender’s U.S. Revolving Credit Loans, included in the relevant Borrowing or funded Swing Line Participation in
the relevant Swing Line Loan. A certificate of the Swing Line Lender submitted to any such Revolving Credit Lender (through the Administrative Agent) with respect to any Unpaid Swing Line Loan Amount owing under this clause (iii) shall be
conclusive absent manifest error. 
 (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and
fund Swing Line Participations pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such
Revolving Credit Lender may have against the Swing Line Lender, the U.S. Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in
Section 4.02. 
 (d) Repayment of Participations. 

(i) At any time after any U.S. Revolving Credit Lender, has purchased and funded a Swing Line Participation, if the Swing Line Lender receives
any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such U.S. Revolving Credit Lender its U.S. Applicable Percentage thereof in the same funds as those received by the Swing Line Lender. 

  
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 (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any
Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each U.S. Revolving
Credit Lender, shall pay to the Swing Line Lender its U.S. Applicable Adjusted Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum
equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the U.S. Revolving Credit Lenders under this clause shall survive the payment in full of the Secured
Obligations and the termination of this Agreement. 
 (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be
responsible for invoicing the U.S. Borrower for interest on the Swing Line Loans. Until each U.S. Revolving Credit Lender funds its Base Rate Loan as a U.S. Revolving Credit Loan or risk participation pursuant to this Section 2.04 to refinance
such Revolving Credit Lender’s Applicable Percentage of any Swing Line Participation, interest in respect of such U.S. Applicable Percentage shall be solely for the account of the Swing Line Lender. 

(f) Payments Directly to Swing Line Lender. The U.S. Borrower shall make all payments of principal and interest in respect of the Swing
Line Loans directly to the Swing Line Lender. At any time a Swing Line Loan is outstanding and the U.S. Borrower requests a Revolving Credit Borrowing, the Administrative Agent may require the U.S. Borrower to (i) utilize a portion of the
requested Revolving Credit Borrowing in an amount of such outstanding Swing Line Loan to repay such Swing Line Loan or (ii) at the U.S. Borrower’s option, but subject to compliance with Section 2.01, to increase the amount of the
requested U.S. Revolving Credit Borrowing by up to an amount of such outstanding Swing Line Loan and utilize such increase to repay such Swing Line Loan. The Administrative Agent shall apply the relevant portion of the requested U.S. Revolving
Credit Borrowing to repayment of such Swing Line Loan as specified above. 
 Section 2.05 Prepayments. 

(a) Optional. 
 (i)
Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice by the applicable Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part
without premium or penalty; provided that: (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., New York time, (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and
(2) on the date of prepayment of Base Rate Loans; (B) such notice must be received by the Administrative Agent not later than 10:00 a.m., Toronto time, (1) three Business Days prior to any date of prepayment of CDOR Rate Loans and
(2) on the date of prepayment of Canadian Prime Rate Loans (C) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess
thereof (D) any prepayment of CDOR Rate Loans shall be in a principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; (E) any prepayment of Base Rate Loans shall be
in a principal amount of the Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding and (F) any prepayment of
Canadian Prime Rate Loans shall be in a principal amount of the Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof


  
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then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid, the character of Loans to be prepaid (as U.S. Revolving Credit Loans
or Canadian Revolving Credit Loans) and, if Eurodollar Rate Loans or CDOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly (x) notify each U.S. Revolving Credit Lender, in the case of
U.S. Revolving Credit Loans of its receipt of each such notice and of the amount of such U.S. Revolving Credit Lender’s ratable portion of such prepayment (based on such U.S. Revolving Credit Lender’s U.S. Applicable Percentage in respect
of the U.S. Revolving Credit Facility) and (y) notify each Canadian Revolving Credit Lender, in the case of Canadian Revolving Credit Loans of its receipt of each such notice and of the amount of such Canadian Revolving Credit Lender’s
ratable portion of such prepayment (based on such Canadian Revolving Credit Lender’s Canadian Applicable Percentage in respect of the Canadian Revolving Credit Facility). Each such notice shall be revocable subject to Section 3.05. Any
prepayment of a Eurodollar Rate Loan or CDOR Rate Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 

(ii) The Borrowers may, upon notice by the U.S. Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or
from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New
York time, on the date of the prepayment and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. Each such notice shall be revocable subject to
Section 3.05. 
 (b) Mandatory. 

(i) Excess Outstandings. If for any reason the Availability Conditions fail to be satisfied (except as the result of the making of a
Protective Advance unless requested by the Administrative Agent), then the applicable Borrower(s) shall promptly prepay Loans, L/C Borrowings and L/C Advances and Cash Collateralize the L/C Obligations (other than L/C Borrowings) in the order of
priority set forth below in Section 2.05(b)(ii) (it being understood that the L/C Obligations (other than L/C Borrowings) will not be deemed to be outstanding for the purposes of this Section 2.05(b)(i) to the extent they are Cash
Collateralized to the extent necessary so that the Availability Conditions are satisfied). 
 (ii) Application to Revolving Credit
Facility. Subject to Section 2.12(b), prepayments of either Facility made pursuant to Section 2.05(b)(i) first, shall be applied ratably to pay accrued and unpaid interest in respect of the outstanding (A) L/C Borrowings,
(B) Swing Line Loans (to the extent there are any Swing Line Participations in such Swing Line Loans) and (C) Protective Advances (to the extent there are any Protective Advance Participations in such Protective Advances) in respect of
such Facility, in each case to the extent such L/C Borrowings, Swing Line Loans and Protective Advances are required to be prepaid in order to ensure any excesses referred to in Section 2.05(b)(i) are cured, second, shall be applied
ratably to prepay the principal of any outstanding (A) L/C Borrowing, (B) Swing Line Loans (to the extent there are any Swing Line Participations in such Swing Line Loans) and (C) Protective Advances (to the extent there are any
Protective Advance Participations in such Protective Advances) in respect of such Facility, in each case to the extent such L/C Borrowings, Swing Line Loans and Protective Advances are required to be prepaid in order to ensure any excesses referred
to in clauses (1) and (2) of Section 2.05(b)(i) are cured (and any Unpaid L/C Lender Amounts and Unpaid Swing Line Loan Amounts relating to such L/C Borrowings and Swing Line Loans shall be paid ratably with the foregoing amounts referred
to in this clause second), third, shall be applied ratably to the outstanding principal of (A) Revolving Credit Loans and (B) L/C Advances owing to Revolving Credit Lenders in their capacity as such, and any accrued and unpaid
interest on the foregoing in respect of such Facility, in each case to the extent such Revolving Credit Loans and L/C Advances are required to be prepaid in order to ensure any excesses 

  
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referred to in clauses (1) and (2) of Section 2.05(b)(i) are cured, fourth, shall be used to Cash Collateralize any L/C Obligations not covered by clause first, second or third
of this Section 2.05(b)(ii) (to the extent there are any L/C Participations therein) in respect of such Facility, to the extent such L/C Obligations are required to be Cash Collateralized in order to ensure any excesses referred to in clauses
(1) and (2) of Section 2.05(b)(i) are cured, fifth, shall be applied ratably to any remaining outstanding Loans in respect of such Facility, to the extent such Loans are required to be prepaid in order to ensure any excesses
referred to in clauses (1) and (2) of Section 2.05(b)(i) are cured, and the amount remaining after clauses first through fifth, if any, may be retained by the Borrowers for use in the ordinary course of its business; provided that,
upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the applicable L/C
Issuer or the applicable Revolving Credit Lenders, as applicable. 
 Section 2.06 Termination or Reduction of Commitments. 

(a) Optional. The U.S. Borrower may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the U.S.
Revolving Credit Commitments, the Canadian Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Loan Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the U.S. Revolving Credit Commitments, the
Canadian Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Loan Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m., New York time, five Business
Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Dollar Equivalent of $5,000,000 or any whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof and
(iii) the U.S. Borrower shall not terminate or reduce (A) the U.S. Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the U.S. Revolving Credit Exposure of all U.S. Revolving Credit
Lenders would exceed the U.S. Revolving Credit Commitments, (B) the Canadian Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Canadian Revolving Credit Exposure of all Canadian
Revolving Credit Lenders would exceed the Canadian Revolving Credit Commitments, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed
the Letter of Credit Sublimit or the L/C Obligations held by Citibank not fully Cash Collateralized hereunder would exceed the Citibank L/C Sublimit or (D) the Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent
prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Loan Sublimit. 
 (b) Mandatory. If,
after giving effect to any reduction or termination of U.S. Revolving Credit Commitments or Canadian Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Loan Sublimit exceeds the aggregate
amount of the U.S. Revolving Credit Facility or Canadian Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Loan Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. 

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination
or reduction of the Letter of Credit Sublimit, Swing Line Loan Sublimit or the Revolving Credit Commitments under this Section 2.06. Upon any reduction of the U.S. Revolving Credit Commitments, the U.S. Revolving Credit Commitments of each U.S.
Revolving Credit Lender shall be reduced by such U.S. Revolving Credit Lender’s U.S. Applicable Percentage of such reduction amount. Upon any reduction of the Canadian Revolving Credit Commitments, the Canadian Revolving Credit Commitments of
each Canadian Revolving Credit Lender shall be reduced by such Canadian Revolving Credit Lender’s Canadian Applicable Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of
any termination of the Revolving Credit Facility shall be paid on the effective date of such termination. 

  
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 Section 2.07 Repayment of Loans. 

(a) Revolving Credit Loans. Each Borrower shall repay to the Revolving Credit Lenders on the Maturity Date the aggregate principal
amount of all Revolving Credit Loans outstanding to such Borrower on such date. 
 (b) Swing Line Loans. The U.S. Borrower shall
repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date. 

(c) Protective Advances. Each Borrower shall repay each Protective Advance to such Borrower no later than the Maturity Date. 

Section 2.08 Interest. 

(a) Stated Interest. Subject to the provisions of Section 2.08(b): (i) each U.S. Revolving Credit Loan that is a Eurodollar Rate
Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to Adjusted Eurodollar Rate for such Interest Period plus the Applicable Rate for such Eurodollar Rate Loans;
(ii) each Canadian Revolving Credit Loan that is a Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to Adjusted Eurodollar Rate for such Interest Period
plus the Applicable Rate for such Eurodollar Rate Loans; (iii) each Canadian Revolving Credit Loan that is a CDOR Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum
equal to the CDOR Rate for such Interest Period plus the Applicable Rate for such CDOR Rate Loans; (iv) each U.S. Revolving Credit Loan that is a Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing or conversion date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Base Rate Loan; (v) each Canadian Revolving Credit Loan that is a Base Rate Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing or conversion date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Base Rate Loan; (vi) each Canadian Revolving Credit Loan that is a Canadian Prime Rate Loan shall bear
interest on the outstanding principal amount thereof from the applicable borrowing or conversion date at a rate per annum equal to the Canadian Prime Rate plus the Applicable Rate for such Canadian Prime Rate Loan and (vii) each Swing Line
Loan and Protective Advance shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans and Protective Advances. 

(b) Default Interest. 

(i) If any amount of principal of any Loan (other than Loans of a Defaulting Lender) or Drawing is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. 
 (ii) If any amount (other than principal of any Loan) payable by the Borrowers under any Loan Document is not paid when
due (without regard to any applicable grace periods) (other than to Defaulting Lenders), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal
to the Default Rate to the fullest extent permitted by applicable Laws. 

  
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 (iii) Accrued and unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand. 
 (c) Payments of Interest. Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be specified herein. 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. 
 Section 2.09 Fees. In addition to certain fees described in Sections 2.03(i) and (j):

 (a) Commitment Fee. 

(i) The U.S. Borrower shall pay to the Administrative Agent, for the account of each U.S. Revolving Credit Lender (other than
to any Defaulting Lender for any period during which it is a Defaulting Lender) in accordance with its U.S. Applicable Percentage, a commitment fee (the “U.S. Commitment Fee”) equal to the Applicable Fee Rate times the average daily
amount by which the aggregate amount of the U.S. Revolving Credit Commitment of such U.S. Revolving Credit Lender exceeds the U.S. Revolving Credit Exposure of such U.S. Revolving Credit Lender (excluding when calculating such U.S. Revolving Credit
Exposure, the aggregate Outstanding Amount of U.S. Swing Line Participations and the aggregate Outstanding Amount of U.S. Protective Advance Participations of such U.S. Revolving Credit Lender); and 

(ii) The Borrowers shall pay to the Administrative Agent, for the account of each Canadian Revolving Credit Lender (other than
to any Defaulting Lender for any period during which it is a Defaulting Lender) in accordance with its Canadian Applicable Percentage, a commitment fee (the “Canadian Commitment Fee”, and together with the U.S. Commitment Fee, the
“Commitment Fees”) equal to the Applicable Fee Rate times the average daily amount by which the aggregate amount of the Canadian Revolving Credit Commitment of such Canadian Revolving Credit Lender exceeds the Canadian Revolving
Credit Exposure of such Canadian Revolving Credit Lender (excluding when calculating such Canadian Revolving Credit Exposure and the aggregate Outstanding Amount of Canadian Protective Advance Participations of such Canadian Revolving Credit
Lender). 
 The commitment fees shall accrue at all times during the Availability Period, including at any time during which one or more of
the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the tenth calendar day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion
thereof, in the case of the first payment), commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fees shall be calculated quarterly in arrears, and if there is any change
in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. 

(b) Other Fees. 

(i) The Borrowers shall pay to the Bookrunners and the Administrative Agent for their own respective accounts fees in the
amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

  
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 (ii) The Borrowers shall pay to the Lenders 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. 

Section 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate and Applicable Fee Rate. 

(a) All computations of interest for Base Rate Loans when the Base Rate is determined by Citibank’s “prime rate” shall be made
on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for Canadian Prime Rate Loans and CDOR 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. 
 (b) If, as a result of any restatement of or other adjustment to
the financial statements of any Loan Party or for any other reason, the U.S. Borrower or the Administrative Agent determine that (i) the Average Excess Availability as calculated by the U.S. Borrower as of any applicable date was inaccurate and
(ii) a proper calculation of the Average Excess Availability would have resulted in higher pricing for such period, the U.S. Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the
applicable Lenders or the L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the U.S. Borrower under the Debtor Relief Laws,
automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees
actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The U.S.
Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Secured Obligations hereunder. 

(c) Interest Act (Canada). For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of
interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of 360 days or any other period of time less than a calendar
year) are equivalent to the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively. 

Section 2.11 Evidence of Debt. 

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by
one or more entries in the Register maintained by the Administrative Agent, acting solely for the purposes of Treasury Regulation Section 5f.1031(c), as agent for the Borrowers, in each case, in the ordinary course of business. The accounts or
records maintained in good faith by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers 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 Borrowers hereunder to pay any amount owing with respect to the 

  
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Secured 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 Borrowers shall execute and deliver to such Lender (through the
Administrative Agent) a Note payable to such Lender, 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,
currency and maturity of its Loans and payments with respect thereto. 
 (b) In addition to the accounts and records referred to in
Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register evidencing the purchases and sales by such
Lender of participations in Letters of Credit, Swing Line Loans and Protective Advances. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 
 (c) Entries made in
good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and
interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest
error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the
Borrowers under this Agreement and the other Loan Documents. 
 Section 2.12 Payments Generally; Administrative
Agent’s Clawback. 
 (a) General. All payments to be made by the Borrowers shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided for herein, all payments by the Borrowers 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 the applicable currency in which such Loan was originally made and in immediately available funds not later than 2:00 p.m., Local Time, on the date specified herein. Subject to
clause (b) below, the Administrative Agent will promptly distribute (x) to each U.S. Revolving Credit Lender, in the case of payments with respect to the U.S. Revolving Credit Facility, its U.S. Applicable Percentage in respect of the U.S.
Revolving Credit Facility (or other applicable share as provided herein) of such payment and (y) to each Canadian Revolving Credit Lender, in the case of payments with respect to the Canadian Revolving Credit Facility, its Canadian Applicable
Percentage in respect of the Canadian Revolving Credit Facility (or other applicable share as provided herein) of such payment, in each case in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by
the Administrative Agent after 2:00 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 Borrowers 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 in computing interest or fees, as the case may be. 

(i) For purposes of this Agreement, “Applicable Adjusted Percentage” means, with respect to any Revolving
Credit Lender at any time, its percentage of the Revolving Credit Facility computed as set forth in the definition of “Applicable Percentage” but with reference only to the Revolving Credit Commitments of all
Non-Defaulting Lenders at such time. Absent the existence of one or more Defaulting Lenders at any time of determination, the Applicable Adjusted 

  
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Percentage of each Revolving Credit Lender shall equal its Applicable Percentage. The Applicable Adjusted Percentage of each Revolving Credit Lender shall adjust automatically whenever a Lender
Default occurs or ceases to exist. 
 (ii) For purposes of this Agreement, “U.S. Applicable Adjusted
Percentage” means, with respect to any U.S. Revolving Credit Lender at any time, its percentage of the U.S. Revolving Credit Facility computed as set forth in the definition of “Applicable Percentage” but with reference only to
the U.S. Revolving Credit Commitments of all Non-Defaulting Lenders at such time. Absent the existence of one or more Defaulting Lenders at any time of determination, the U.S. Applicable Adjusted Percentage of
each U.S. Revolving Credit Lender shall equal its U.S. Applicable Percentage. The U.S. Applicable Adjusted Percentage of each U.S. Revolving Credit Lender shall adjust automatically whenever a Lender Default occurs or ceases to exist. 

(iii) For purposes of this Agreement, “Canadian Applicable Adjusted Percentage” means, with respect to any
Canadian Revolving Credit Lender at any time, its percentage of the Canadian Revolving Credit Facility computed as set forth in the definition of “Applicable Percentage” but with reference only to the Canadian Revolving Credit Commitments
of all Non-Defaulting Lenders at such time. Absent the existence of one or more Defaulting Lenders at any time of determination, the Canadian Applicable Adjusted Percentage of each Canadian Revolving Credit
Lender shall equal its Canadian Applicable Percentage. The Canadian Applicable Adjusted Percentage of each Canadian Revolving Credit Lender shall adjust automatically whenever a Lender Default occurs or ceases to exist. 

(b) Funding and Payments; Presumptions. 

(i) 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 or CDOR Rate Loans (or, in the case of any Borrowing of (A) Base Rate Loans, prior to 12:00 noon, New York time, on the date of such Borrowing) or (B) Canadian Prime Rate
Loans, prior to 10:00 a.m., Toronto time, 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 or Canadian Prime 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 Borrowers 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
Borrowers 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 Borrowers
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 Borrowers,
the interest rate applicable to Base Rate Loans or Canadian Prime Rate Loans, as applicable. If the Borrowers 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 U.S. Borrower the amount of such interest paid by the Borrowers 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 Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

  
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 (ii) Failed Loans. If any Revolving Credit Lender shall fail to make any Loan (a
“Failed Loan”) which such Revolving Credit Lender is otherwise obligated hereunder to make to a Borrower on the date of Borrowing thereof, and the Administrative Agent shall not have received notice from such Borrower or such Lender
that any condition precedent to the making of the Failed Loan has not been satisfied, then, until such Revolving Credit Lender shall have made or be deemed to have made (pursuant to the last sentence of this subsection (b)(ii)) the Failed Loan in
full or the Administrative Agent shall have received notice from such Borrower or such Revolving Credit Lender that any condition precedent to the making of the Failed Loan was not satisfied at the time the Failed Loan was to have been made,
whenever the Administrative Agent shall receive any amount from or for the account of the Borrowers on account of any Borrowing of the Revolving Credit Loans, (i) the amount so received will, upon receipt by the Administrative Agent, be
distributed in the following order of priority: first, to the Revolving Credit Lenders on account of the Revolving Credit Loans made by them as part of the Borrowing that would have included the Failed Loan had the relevant Revolving Credit
Lender not failed to fund its Failed Loan, ratably among such Revolving Credit Lenders in accordance with the respective Revolving Credit Loans made by them as part of such Borrowing, second, to all other Revolving Credit Loans made by the
Revolving Credit Lenders other than the Defaulting Lenders, ratably among such Revolving Credit Lenders in accordance with the respective Revolving Credit Loans made by them, and third, to the Revolving Credit Loans made by the Defaulting
Lenders; provided, however, that with respect to any voluntary prepayment of the Revolving Credit Loans, unless the application of such voluntary prepayment according to the order of payments specified above would not result in any
Borrower becoming subject to compensation requirements pursuant to Section 3.05, the U.S. Borrower may specifically designate in its prepayment notice delivered in accordance with the terms hereof that the amount received by the Administrative
Agent as the result of such voluntary prepayment shall be applied to an outstanding Borrowing that does not include a Failed Loan, in which case such amount shall be applied to such prior Borrowing prior to being applied to the Borrowing that
includes the Failed Loan. 
 (iii) Defaulted Amounts. If any Revolving Credit Lender shall fail to make any payment (the
“Defaulted Amount”) to any Agent, any L/C Issuer, the Swing Line Lender or any other Lender, whether on account of a Protective Advance Participation, Swing Line Participation or L/C Participation or otherwise, whenever the
Administrative Agent shall receive any amount from or for the account of the Borrowers for the account of such Revolving Credit Lender (other than as described in clause (ii) of this Section 2.12(b)), the amount so received will, upon
receipt by the Administrative Agent, be distributed in the following order of priority: first, the Agents for any Defaulted Amounts then owing to them (other than on account of any Protective Advances), in their capacities as such, ratably in
accordance with such respective Defaulted Amounts then owing to the Agents, second, to the Administrative Agent (on account of any Protective Advances), the L/C Issuers and the Swing Line Lender for any Defaulted Amounts then owing to them,
in their capacities as such, ratably in accordance with such respective Defaulted Amounts then owing to such Lenders, and third, to any other Lenders for any Defaulted Amounts then owing to such other Lenders, ratably in accordance with such
respective Defaulted Amounts then owing to such other Lenders. Any portion of such amount paid by the Borrowers for the account of such Defaulting Lender remaining, after giving effect to the amount applied by the Administrative Agent pursuant to
this clause (iii), shall be applied or held by the Administrative Agent as specified in clause (iv) of this Section 2.12(b). 

(iv) Distribution of Certain Amounts. If any Revolving Credit Lender shall be a Defaulting Lender that (x) does not, at any
time owe a Failed Loan or a Defaulted Amount or (y) does owe a Failed Loan but the amount received from or for the account of the Borrowers referred to below is designated by the U.S. Borrower (in accordance with clause (ii) above) for
application to a Borrowing that does not include a Failed Loan, in each case whenever the Administrative Agent shall receive any amount from or for the account of the Borrowers for the account of such Defaulting Lender, the amount so received will,
upon receipt by the Administrative Agent, be held without interest by the Administrative Agent and 

  
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applied from time to time to the extent necessary to make any Revolving Credit Loans required to be made by such Defaulting Lender and to pay any amount payable by such Defaulting Lender
hereunder and under the other Loan Documents to any Agent, any L/C Issuer, the Swing Line Lender or any other Lender, as and when such Revolving Credit Loans or amounts are required to be made or paid. If the amount so held shall at any time be
insufficient to make and pay all such Revolving Credit Loans and amounts required to be made or paid at such time, the Administrative Agent shall apply such held funds in the following order of priority: first, to the Agents for any amounts
then due and payable by such Defaulting Lender to them hereunder (other than on account of any Protective Advances), in their capacities as such, ratably in accordance with such respective amounts then due and payable to the Agents, second,
to the Administrative Agent (on account of any outstanding Protective Advances) L/C Issuers and the Swing Line Lender for any amounts then due and payable to them hereunder, in their capacities as such, by such Defaulting Lender, ratably in
accordance with such respective amounts then due and payable to such Lenders, and third, to any other Lenders for any amount then due and payable by such Defaulting Lender to such other Lenders hereunder, ratably in accordance with such
respective amounts then due and payable to such other Lenders. In the event that any Defaulting Lender ceases to be a Defaulting Lender, any funds held by the Administrative Agent in escrow at such time with respect to such Lender shall be
distributed by the Administrative Agent to such Lender and applied by such Lender Party to the Secured Obligations owing to such Lender at such time under this Agreement and the other Loan Documents ratably in accordance with the respective amounts
of such Secured Obligations outstanding at such time. 
 (v) Payments by Borrowers; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the U.S. Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuers hereunder that the Borrowers will not make such
payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuer, as the case may be, the
amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or such L/C Issuer, 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. 

A notice of the Administrative Agent to any Lender or the U.S. 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 Borrowers by the Administrative Agent because the conditions to the applicable
Credit Extension 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 Revolving Credit Loans, to fund L/C
Participations, Swing Line Participations and Protective Advance Participations and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make
any payment under Section 10.04(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, to purchase its participation or to make its payment under Section 10.04(c). 

  
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 (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. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all
amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder (other than in respect of Bank Product Debt), ratably among the
parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second, toward payment of principal amount of any L/C Borrowings, Swing Line Loans and any Protective Advances ratably among the
parties entitled thereto in accordance with the amounts of principal then due to such parties and (iii) third, toward payment of principal and Bank Product Debt then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal and L/C Borrowings then due to such parties; provided that (i) amounts received from any Canadian Loan Party shall be applied solely to the Canadian Obligations (as specified above) and (ii) amounts
received from any U.S. Loan Party shall be applied to the Secured Obligations described above that are not Canadian Obligations prior to being applied to any Secured Obligations described above that are Canadian Obligations. 

Section 2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of (i) Secured Obligations 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 (x) the amount of such Secured
Obligations due and payable to such Lender at such time to (y) the aggregate amount of the Secured Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Secured
Obligations 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 (ii) Secured Obligations 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 (according to the proportion of (x) the amount of such Secured Obligations owing (but not due and payable) to such Lender at such time to (y) the aggregate amount of the
Secured Obligations 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 Secured Obligations 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) purchase (for cash at face value) participations in
the Loans and subparticipations in L/C Obligations, Swing Line Loans and Protective Advances of the other Lenders, or make such other 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 Secured Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that: 

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

(ii) the provisions of this Section 2.13 shall not be construed to apply to (A) any payment made by the Borrowers
pursuant to and in accordance with the express terms of this Agreement, (B) any payment obtained pursuant to Section 2.12(b) or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in
any of its Loans or subparticipations in L/C Obligations, Swing Line Loans or Protective Advances to any assignee or participant, other than to the U.S. Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.13 shall
apply). 

  
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 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. 
 Section 2.14 Increase in Revolving Credit Facility. 

(a) Request for Increase. Provided no Event of Default shall have occurred and be continuing or would exist after giving effect
thereto, upon notice to the Administrative Agent (which shall promptly notify the Lenders under the applicable Facility), the applicable Borrower may from time to time, request an increase (each a “Facility Increase”) in the
Revolving Credit Commitments by an amount (for all such requests) not exceeding $150,000,000 provided that, the Canadian Revolving Credit Commitment may not be increased by more than $50,000,000 in the aggregate; provided further that
(i) any such request for a Facility Increase shall be in a minimum amount of $5,000,000 and (ii) the Borrowers may make a maximum of eight (8) such requests. At the time of sending such notice, the applicable Borrower (in consultation
with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). All Revolving Credit
Loans made pursuant to any such Facility Increase (i) are herein referred to herein as “Additional Loans” and (ii) shall have identical terms as the existing U.S. Revolving Credit Loans, Swing Line Participations, U.S.
Protective Advance Participations and/or Canadian Revolving Credit Loans, as applicable. 
 (b) Lender Elections to Increase. Each
Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its U.S. Revolving Credit Commitment or Canadian Revolving Credit Commitment, as applicable, and, if so, whether by an amount equal to, greater
than, or less than its U.S. Applicable Adjusted Percentage or Canadian Applicable Adjusted Percentage, as applicable of the requested Facility Increase. Any Lender not responding within such time period shall be deemed to have declined to increase
its U.S. Revolving Credit Commitment or Canadian Revolving Credit Commitment, as applicable. 
 (c) Notification by Administrative Agent;
Additional Lenders. The Administrative Agent shall notify the applicable Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to any necessary
approval of the Administrative Agent, each L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld or delayed), the applicable Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a
joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 
 (d) Effective Date and
Allocations. If the U.S. Revolving Credit Commitments or Canadian Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and the applicable Borrower shall determine the effective date (the
“Revolving Credit Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of the final allocation of such increase and the Revolving
Credit Increase Effective Date. 
 (e) Conditions to Effectiveness of Increase. As a condition precedent to any Facility Increase:
(i) the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Facility Increase and the Additional Loans provided thereby (it being understood that all references to “the
obligation of any Lender to make a Loan on the occasion of any Borrowing” shall be deemed to refer to the effectiveness of the Facility Increase whether or not the initial funding of the Facility Increase occurs on such date); (ii) the terms of
any Facility Increase shall be identical with the 

  
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existing U.S. Revolving Credit Loans, Swing Line Borrowings, U.S. Protective Advance Participations and/or Canadian Revolving Credit Loans, as applicable; (iii) all fees and expenses owing
in respect of such increase to the Administrative Agent or the Lenders shall have been paid; and (iv) the applicable Borrower shall have delivered such legal opinions and resolutions in connection therewith as the Administrative Agent shall
have reasonably requested. The Additional Loans shall be made by the Lenders participating therein pursuant to the procedures set forth in Section 2.02. 

(f) Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary. 

Section 2.15 Designation of U.S. Borrower as Borrowers’ Agent. 

(a) Each Borrower hereby irrevocably designates and appoints the U.S. Borrower as such Borrower’s agent to obtain Loans and Letters of
Credit, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account
of Loans so made and Letters of Credit so issued as if made directly by the Lenders to such Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the U.S. Borrower and of any other
Borrower. 
 (b) Each Borrower represents to the Secured Parties that it is an integral part of a consolidated enterprise, and that each
Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties
comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility
contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Secured Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other
Borrowers. 
 (c) The U.S. Borrower shall act as a conduit for each Borrower (including itself, as a Borrower) on whose behalf the U.S.
Borrower has requested a Loan. None of the Agents nor any other Secured Party shall have any obligation to see to the application of such proceeds. 

(d) The authority of the U.S. Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless
and until the Administrative Agent actually receives written notice of: (i) the termination of such authority, (ii) the subsequent appointment of a successor U.S. Borrower, which notice is signed by the respective Responsible Officers of
each Borrower and (iii) written notice from such successive U.S. Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed U.S. Borrower shall be bound by the terms hereof, and
that as used herein, the term “U.S. Borrower” shall mean and include the newly appointed U.S. Borrower. 
 Section 2.16
Defaulting Lenders. 
 Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender,
then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 

  
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 (a) the commitment fee pursuant to Section 2.09(a) shall cease to accrue on
the Revolving Credit Commitment of such Lender so long as it is a Defaulting Lender (except to the extent it is payable to an L/C Issuer pursuant to clause (b)(v) below); 

(b) if any Swing Line Loans, L/C Obligations or Protective Advance Participations exist at the time a Lender becomes a
Defaulting Lender then: 
 (i) all or any part of such Swing Line Loans, L/C Obligations and Protective Advance
Participations shall be reallocated among the non-Defaulting Lenders to the extent that the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and unless the Borrowers
shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time) as follows: 

(A) all or any part of such Defaulting Lender’s U.S. Swing Line Participations, U.S. L/C Participations and U.S.
Protective Advance Participations shall be reallocated among the non-Defaulting Lenders in accordance with their respective U.S. Applicable Adjusted Percentages, but only to the extent that (1) the sum of
all non-Defaulting Lenders’ U.S. Revolving Credit Exposures plus such Defaulting Lender’s U.S. Swing Line Participations, U.S. L/C Participations and U.S. Protective Advance Participations does not
exceed the total of all non-Defaulting Lenders’ U.S. Revolving Credit Commitments and (2) the sum of each non-Defaulting Lender’s U.S. Revolving Credit
Exposures plus that non-Defaulting Lender’s U.S. Applicable Adjusted Percentage of such Defaulting Lender’s (x) U.S. Swing Line Participations (y) U.S. L/C Participations and (z) U.S.
Protective Advance Participations does not exceed the amount of such non-Defaulting Lender’s U.S. Revolving Credit Commitments; and 

(B) all or any part of such Defaulting Lender’s Canadian Protective Advance Participations shall be reallocated among the
non-Defaulting Lenders in accordance with their respective Canadian Applicable Adjusted Percentages, but only to the extent that (1) the sum of all non-Defaulting
Lenders’ Canadian Revolving Credit Exposures and Canadian Protective Advance Participations does not exceed the total of all non-Defaulting Lenders’ Canadian Revolving Credit Commitments and
(2) the sum of each non-Defaulting Lender’s Canadian Revolving Credit Exposures plus that non-Defaulting Lender’s Canadian Applicable Adjusted Percentage
of such Defaulting Lender’s Canadian Protective Advance Participations does not exceed the amount of such non-Defaulting Lender’s Canadian Revolving Credit Commitments; 

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the U.S. Borrower shall
within one Business Day following notice by the Administrative Agent without prejudice for any right or remedy available to it hereunder or under law (x) first, prepay such Defaulting Lender’s Swing Line Participations and Protective
Advance Participations and (y) second, Cash Collateralize such Defaulting Lender’s L/C Participations (after giving effect to any partial reallocation pursuant to clause (i) above) in a manner reasonably satisfactory to the
Administrative Agent and the L/C Issuer; 
 (iii) if any portion of such Defaulting Lender’s L/C Obligations is Cash
Collateralized pursuant to clause (ii) above, the U.S. Borrower shall not be required to pay the Letter of Credit Fee with respect to such portion of such Defaulting Lender’s L/C Obligations so long as it is Cash Collateralized; 

  
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 (iv) if any portion of such Defaulting Lender’s L/C Obligations is
reallocated to the non-Defaulting Lenders pursuant to clause (i) above, then the Letter of Credit Fee with respect to such portion shall be allocated among the
non-Defaulting Lenders in accordance with their U.S. Applicable Adjusted Percentages; or 

(v) if any portion of such Defaulting Lender’s L/C Obligations is neither Cash Collateralized nor reallocated pursuant to
this Section 2.16(b), then, without prejudice to any rights or remedies of any L/C Issuer or any Lender hereunder, the Letter of Credit Fee payable with respect to such Defaulting Lender’s L/C Obligations shall be payable to the applicable
L/C Issuer until such L/C Obligations are Cash Collateralized and/or reallocated; 
 (c) In the event that the Administrative
Agent, the U.S. Borrower, the L/C Issuers or the Swing Line Lender, as the case may be, each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swing Line Participations,
L/C Participations and Protective Advance Participations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Loans, Swing Line
Participations, L/C Participations and Protective Advance Participations of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Adjusted
Percentage. The rights and remedies against a Defaulting Lender under this Section 2.16 are in addition to other rights and remedies that Borrowers, the Administrative Agent, the L/C Issuers, the Swing Line Lender and the non-Defaulting Lenders may have against such Defaulting Lender. The arrangements permitted or required by this Section 2.16 shall be permitted under this Agreement, notwithstanding any limitation on Liens or
the pro rata sharing provisions or otherwise. 
 (d) 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 10.08
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, to the payment on a
pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with
Section 2.03(g); fourth, as the Borrowers 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; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued
under this Agreement, in accordance with Section 2.03(g); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any
Lender, the L/C Issuers or Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the
payment of any amounts owing to the Borrowers as a 

  
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result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under
this Agreement; and eighth, to 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 or L/C Obligations in respect
of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such
payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed
to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable Facility
without giving effect to Section 2.16(b)(i). 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 or to post Cash Collateral pursuant to
this Section 2.16(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

ARTICLE III 
 TAXES, INCREASED
COSTS PROTECTION AND ILLEGALITY 
 Section 3.01 Taxes. 

(a) Except as provided in this Section 3.01, any and all payments made by or on account of a Borrower (the term Borrower under Article
III being deemed to include any Subsidiary for whose account a Letter of Credit is issued) or any Guarantor under any Loan Document shall be made free and clear of and without deduction for any and all Taxes, except as required by applicable Law. If
a Borrower, any Guarantor or other applicable withholding agent shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (A) to the extent the Tax in question is
an Indemnified Tax, the sum payable by the applicable Borrower or such Guarantor shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01),
each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (B) the applicable withholding agent shall make such deductions, (C) the applicable withholding agent shall pay
the full amount deducted to the relevant Governmental Authority in accordance with applicable Laws, and (D) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days,
as soon as possible thereafter), if a Borrower or any Guarantor is the applicable withholding agent, it shall furnish to such Agent or Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence
reasonably acceptable to such Agent or Lender. 
 (b) In addition, each Loan Party agrees to pay any and all present or future stamp, court
and documentary taxes and any other excise, property, intangible or mortgage recording taxes, or charges or levies of the same character, imposed by any Governmental Authority, that arise from any payment made under any Loan Document or from the
execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (including additions to tax, penalties and interest related thereto) excluding, in each case, such amounts that result from an Agent or
Lender’s Assignment and Assumption, grant of a participation, transfer or assignment to or designation of a new applicable Lending Office or other office for receiving payments under any Loan Document (collectively, “Assignment
Taxes”) to the extent such Assignment Taxes result from a connection that the Agent or Lender has with the taxing jurisdiction other than the connection arising out of the Loan Documents or the transactions therein, except for
such Assignment Taxes resulting from assignment or participation that is requested or required in writing by a Borrower (all such non-excluded Taxes described in this Section 3.01(b) being hereinafter
referred to as “Other Taxes”). 

  
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 (c) Each Loan Party agrees to indemnify each Agent and each Lender for (i) the full amount
of Indemnified Taxes imposed with respect to payments hereunder and Other Taxes payable by such Agent or such Lender and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case 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 prepared in good faith by such Agent or Lender (or by an Agent on behalf of such Lender), accompanied by a
written statement thereof setting forth in reasonable detail the basis and calculation of such amounts shall be conclusive absent manifest error. 

(d) Each Lender shall, at such times as are reasonably requested by the U.S. Borrower or the Administrative Agent, provide the U.S. Borrower
and the Administrative Agent with any documentation prescribed by Law certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under the Loan
Documents. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete or inaccurate in any material respect, deliver promptly to the U.S. Borrower and the Administrative Agent updated or other
appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the U.S. Borrower and the Administrative Agent in writing of its inability to do so. Unless the applicable
withholding agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding Tax or are subject to such Tax at a rate reduced by an applicable tax
treaty, the U.S. Borrower, the Administrative Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable statutory rate. Notwithstanding any other provision of
this clause (d), a Lender shall not be required to deliver any form pursuant to this clause (d) that such Lender is not legally able to deliver. Without limiting the foregoing: 

(i) Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the U.S.
Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any
successor form) certifying that such Lender is exempt from federal backup withholding. 
 (ii) Each Lender that is not a
United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the U.S. Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement one of the following: 

(I) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN-E (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code, 

(II) two properly completed and duly signed original copies of Internal Revenue Service Form
W-8ECI (or any successor forms), 
 (III) a United States Tax Compliance Certificate
in the form of Exhibit J claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, and two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN-E (or any successor form), or 

  
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 (IV) to the extent a Lender is not the beneficial owner (for example, where the
Lender is a partnership or a participating Lender), Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY and/or any other required information from each beneficial
owner, as applicable and to the extent required under this Section 3.01(d)(i) as if such beneficial owner were a Lender hereunder (provided that if the Lender is a partnership, and one or more beneficial partners of such Lender are
claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Lender on behalf of such partner). 

(iii) Without limiting the provisions of clause (d)(i) of this Section 3.01, 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 U.S. Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the U.S. Borrower 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 U.S. Borrower or the Administrative Agent as may be necessary for the U.S. Borrower and
the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from
such payment. Solely for purposes of this Section 3.01(d)(ii), “FATCA” shall include any amendments made to FATCA after the Closing Date. 

(iv) Without limiting the generality of the foregoing, a Lender with respect to a Canadian Loan Party shall, if it is legally
eligible to do so, deliver to the U.S. Borrower and the Administrative Agent (in such number of copies reasonably requested by U.S. Borrower and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto or, where
the Canadian Loan Party is a Guarantor, the date when the Guarantee is called upon, duly completed and executed copies of Form NR301, NR302 or NR303, as applicable, to the extent the Lender is for purposes of the ITA a non-resident of Canada, or a partnership that is not a “Canadian partnership,” and is, or whose partners are, claiming benefits of an income tax treaty to which Canada is a party. 

(e) Any Lender claiming any additional amounts payable pursuant to this Section 3.01 and Section 3.04(a) shall, if requested by a
Borrower, use its reasonable efforts to change the jurisdiction of its Lending Office (or take any other measures reasonably requested by a Borrower) if such a change or other measures would reduce any such additional amounts (including any such
additional amounts that may thereafter accrue) and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender. 

(f) If any Lender or Agent receives a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional
amounts have been paid to it by any Loan Party pursuant to this Section 3.01, it shall promptly remit such refund to such Loan Party (but only to the extent of indemnification or additional amounts paid by such Loan Party under this
Section 3.01 with respect to Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of the Lender or
Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that such Loan Party, upon the request of the Lender or Agent, as the case may be, agrees
promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such party in the event such 

  
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party is required to repay such refund to the relevant taxing authority. This section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to Taxes that it deems confidential) to a Borrower or any other person. 
 (g) For the avoidance of
doubt, the term “Lender” for purposes of this Section 3.01 shall include each L/C Issuer and Swing Line Lender and the term “applicable Law” shall include FATCA. 

Section 3.02 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 CDOR Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate or CDOR Rate, then, on notice thereof by such Lender to the Borrowers
through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or CDOR Rate Loans in the affected currency or currencies, or, in the case of Eurodollar Rate Loans denominated in Dollars, to convert Base
Rate Loans to Eurodollar Rate Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable 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 promptly, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion,
the Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if
such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. 

Section 3.03 Inability to Determine Rates. 

If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the applicable Eurodollar
Rate or CDOR Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or CDOR Rate Loan, or that the Eurodollar Rate or CDOR Rate for any requested Interest Period does not adequately and fairly reflect the cost to such
Lenders of funding such Loan, or that deposits in the applicable currency in which such proposed Eurodollar Rate Loan or CDOR Rate Loan is to be denominated are not being offered to banks in the applicable offshore interbank market for the
applicable amount and the Interest Period of such Eurodollar Rate Loan or CDOR Rate Loan in the applicable currency, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or
maintain Eurodollar Rate Loans or CDOR Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a
Borrowing of, conversion to or continuation of Eurodollar Rate Loans or CDOR Rate Loans or, failing that, will be deemed to have converted such request, if applicable, into a request for a Borrowing of Base Rate Loan or Canadian Prime Rate Loan, as
the case may be, in the amount specified therein. 
 Section 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on
Eurodollar Rate Loans. 
 (a) If any Lender reasonably determines that as a result of the introduction of or any Change in
Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar


  
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Rate Loans or CDOR Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of
the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes, or any Taxes excluded from the definition of Indemnified Taxes under
exceptions (i) through (v) thereof or (ii) reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Eurodollar Rate Loan (or
of maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such
increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the applicable Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or
reduction. 
 (b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the
interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any Person controlling such Lender as a
consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in
reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the applicable Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. 
 (c) The applicable
Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves, capital or liquidity with respect to liabilities or assets consisting of or including Eurodollar funds or deposits, additional interest on the
unpaid principal amount of each applicable Eurodollar Rate Loan and CDOR Rate Loan of the Borrowers equal to the actual costs of such reserves, capital or liquidity allocated to such Loan by such Lender (as determined by such Lender in good faith,
which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio, capital or liquidity requirement or analogous requirement of any other central
banking or financial regulatory authority imposed in respect of the maintenance of the Revolving Credit Commitments or the funding of any Eurodollar Rate Loans or CDOR Rate Loans of the Borrowers, such additional costs (expressed as a percentage per
annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Revolving Credit Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be
conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan; provided the Borrowers shall have received at least fifteen (15) days’ prior notice (with a copy
to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen
(15) days from receipt of such notice. 
 (d) Failure or delay on the part of any Lender to demand compensation pursuant to this
Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation. 
 (e) If any Lender requests
compensation under this Section 3.04, then such Lender will, if requested by a Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such
efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided, further, that nothing in this
Section 3.04(e) shall affect or postpone any of the Secured Obligations of the Borrowers or the rights of such Lender pursuant to Sections 3.04(a), (b), (c) or (d). 

  
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 Section 3.05 Funding Losses. 

Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such
Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of: 
 (a) any
continuation, conversion, payment or prepayment of any Eurodollar Rate Loan or CDOR Rate Loan of the Borrowers on a day other than the last day of the Interest Period for such Loan; 

(b) any failure by a Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue
or convert any Eurodollar Rate Loan or CDOR Rate Loan of such Borrower on the date or in the amount notified by such Borrower, including any loss or expense (excluding loss of anticipated profits) 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; or 

(c) any failure by a Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) on
its scheduled due date or any payment thereof in a different currency. 
 For purposes of calculating amounts payable by the Borrowers to
the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan or CDOR Rate Loan made by it at the Eurodollar Rate or CDOR Rate for such Loan by a matching deposit or other borrowing in the offshore
interbank market for the applicable currency for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan or CDOR Rate Loan was in fact so funded. 

Section 3.06 Matters Applicable to All Requests for Compensation. 

(a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the U.S. Borrower setting forth the
additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods. 

(b) With respect to any Lender’s claim for compensation under Sections 3.01, 3.02, 3.03 or 3.04, the Borrowers shall not be required to
compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the U.S. Borrower of the event that gives rise to such claim; provided that if the circumstance giving
rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrowers under
Section 3.04, the Borrowers may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable Eurodollar Rate Loan or CDOR Rate
Loan, or, if applicable, to convert Base Rate Loans into Eurodollar Rate Loans or Canadian Prime Rate Loans into CDOR Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of
Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. 

  
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 (c) If the obligation of any Lender to make or continue any Eurodollar Rate Loan or CDOR Rate
Loans, or to convert Base Rate Loans into Eurodollar Rate Loans or Canadian Prime Rate Loans into CDOR Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurodollar Rate Loans or CDOR Rate Loans
shall be automatically converted into Base Rate Loans or Canadian Prime Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans or CDOR Rate Loans (or, in
the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Sections 3.02, 3.03 or 3.04 hereof
that gave rise to such conversion no longer exist: 
 (i) to the extent that such Lender’s Eurodollar Rate Loans or CDOR
Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable Eurodollar Rate Loans or CDOR Rate Loans shall be applied instead to its Base Rate Loans or Canadian Prime
Rate Loans; and 
 (ii) all Loans that would otherwise be made or continued from one Interest Period to another by such
Lender as Eurodollar Rate Loans or CDOR Rate Loans shall be made or continued instead as Base Rate Loans or Canadian Prime Rate Loans (if possible), and all Base Rate Loans or Canadian Prime Rate Loans of such Lender that would otherwise be
converted into Eurodollar Rate Loans or CDOR Rate Loans shall remain as Base Rate Loans or Canadian Prime Rate Loans. 
 (d) If any Lender
gives notice to the U.S. Borrower (with a copy to the Administrative Agent) that the circumstances specified in Sections 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurodollar Rate Loans or CDOR Rate Loans
pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans or CDOR Rate Loans made by other Lenders under the applicable Facility are
outstanding, if applicable, such Lender’s Base Rate Loans or Canadian Prime Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans or CDOR Rate
Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate Loans or CDOR Rate Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate
basis, and Interest Periods) in accordance with their respective Revolving Credit Commitments for the applicable Facility. 

Section 3.07 Replacement of Lenders under Certain Circumstances. 

(a) If at any time (i) a Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 (with
respect to Indemnified Taxes) or Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii)
any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the applicable Borrower may so long as no Event of Default has occurred and is continuing, at its sole cost
and expense, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, (x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to
Section 10.06(b) (with the assignment fee to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement (in respect of any applicable Facility only in the case of clause (i) or, clause (iii)) to one
or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other such Person; and provided, further, that (A) 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 (with respect to Indemnified Taxes), such assignment will result in a reduction in such
compensation or payments and (B) in the case of any such assignment 

  
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resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with
all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (y) terminate the Revolving Credit Commitment of such Lender or L/C Issuer (in respect of any applicable Facility
only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Secured Obligations of the Borrowers owing to such Lender relating to the Loans and participations
held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all Secured Obligations of the Borrowers owing to such L/C Issuer relating to the Loans and participations held by the L/C Issuer as of such termination
date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that in the case of any such termination of a Non-Consenting Lender such termination
shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents and such termination shall be in respect of any applicable Facility only in the case of
clause (i) or, clause (iii). 
 (b) Any Lender being replaced pursuant to Section 3.07(a)(x) above shall (i) execute and
deliver an Assignment and Assumption with respect to such Lender’s applicable Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans in respect thereof, and (ii) deliver any Notes
evidencing such Loans to the applicable Borrowers or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit
Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the applicable Borrowers owing to the assigning Lender relating to the Loans, Revolving Credit Commitments and participations so
assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the
appropriate Note or Notes executed by the applicable Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit
Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such
Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of
the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting
Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender or Defaulting Lender. 

(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time
that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a backup standby letter of credit in form and substance, and issued by an issuer reasonably
satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of
Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09. 

(d) In the event that (i) a Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any
provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of each Lender, each affected Lender or each affected Lender under a certain Facility in accordance
with the terms of Section 10.01 or all the Lenders under a certain Facility and (iii) the Required Lenders (or, in the case of a consent, waiver or amendment involving all affected Lenders under a certain Facility, the U.S. Required


  
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Lenders or the Canadian Required Lenders as applicable) have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a
“Non-Consenting Lender.” 
 Section 3.08 Survival. All of the
Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Secured Obligations hereunder. 

ARTICLE IV 
 CONDITIONS PRECEDENT
TO CREDIT EXTENSIONS 
 Section 4.01 Conditions to Closing and Initial Credit Extension. The effectiveness hereof and the
obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrowers and the Administrative Agent: 

(a) The Administrative Agent’s (or, in the case of clause (iii)(A) below and to the extent constituting Cash Flow Priority
Collateral, the Cash Flow Collateral Agent’s) receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible
Officer of the signing Loan Party and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: 

(i) a Committed Loan Notice in accordance with the requirements hereof; 

(ii) executed counterparts of this Agreement and a Note executed by the applicable Borrower in favor of each Lender that has
requested a Note at least two Business Days in advance of the Closing Date; 
 (iii) each Collateral Document set forth on
Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): 

(A) certificates, if any, representing the Pledged Equity in the Borrowers and, to the extent received from the Seller after
Holdings’ use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly-owned Domestic Subsidiary and Canadian Subsidiary (other than those described under clause (ii) of the definition of “Excluded
Subsidiary”) accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt referred to therein (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof
reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel, or, to the extent constituting Cash Flow Priority
Collateral, the Cash Flow Collateral Agent or its counsel); 
 (B) copies of proper financing statements, filed or duly
prepared for filing under the Uniform Commercial Code in all United States jurisdictions and copies of proper financing statements, filed or duly prepared for filing under the PPSA in all Canadian provinces and territories, in each case that the
Administrative Agent may deem reasonably necessary in order to perfect and protect the 

  
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Liens created under the U.S. Security Agreement and the Canadian Security Agreement (and, if applicable, the Quebec Security Documents) on assets of the Loan Party that is party to the such
Security Agreement, covering the Collateral described in such Security Agreement; and 
 (C) evidence that all other
actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or
otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; 
 (iv) subject to the last paragraph
of this Section 4.01 and Section 6.16, all actions necessary to establish that the Collateral Agent will have (i) a perfected first priority security interest in the ABL Priority Collateral and all
Non-U.S. ABL Facility Collateral (as defined in the ABL Intercreditor Agreement) and (ii) a perfected second priority security interest in the Cash Flow Priority Collateral (in each case, subject to Liens
permitted under Section 7.01) shall have been taken; 
 (v) such certificates of good standing (to the extent such
concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible
Officers of each Loan Party as the Administrative Agent may reasonably 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 on the Closing Date; 
 (vi) an opinion from
(x) Simpson Thacher & Bartlett LLP, New York counsel to the Loan Parties and (y) Stikeman Elliott LLP, Canadian counsel to the Loan Parties; 

(vii) a Solvency Certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties
of the U.S. Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit H; 

(viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the U.S. Borrower, confirming satisfaction
of the conditions set forth in Sections 4.01(i), (k) and (l); 
 (ix) the Perfection Certificate, duly completed and executed
by the Loan Parties; and 
 (x) copies of recent UCC, PPSA, tax and judgment Lien searches in each jurisdiction reasonably
requested by the Administrative Agent, and searches of the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office with respect to the Loan Parties. 

(b) All fees and expenses required to be paid hereunder and (in the case of expenses) invoiced at least three Business Days
prior to the Closing Date (except as otherwise reasonably agreed by the U.S. Borrower) shall have been paid in full in cash or will be paid on the Closing Date out of the initial Credit Extension. 

  
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 (c) On the Closing Date, the U.S. Borrower shall have received at least
$1,040,000,000 in gross cash proceeds from the issuance of the Dollar Senior Notes and €235,000,000 in gross cash proceeds from the issuance of the Euro Senior Notes. 

(d) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously
with the initial Credit Extensions the Refinancing has been consummated. 
 (e) The Administrative Agent shall have received
the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. 
 (f) The
Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrowers and the Guarantors required under applicable “know your customer” and anti-money
laundering rules and regulations, including the USA PATRIOT Act, that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. 

(g) Prior to or substantially simultaneously with the initial Credit Extensions, the U.S. Borrower and the other parties
thereto shall have entered into the Cash Flow Credit Agreement and the Cash Flow Credit Agreement shall be effective and on the Closing Date, the U.S. Borrower shall have received at least $2,490,000,000 of initial dollar term loans and at least
€200,000,000 of initial euro term loans, in each case, in gross proceeds from borrowings thereunder. 
 (h) The
Administrative Agent shall have received a Borrowing Base Certificate dated as of the Closing Date and executed by a Responsible Officer of the U.S. Borrower, and such Borrowing Base Certificate shall reflect an Excess Availability (after giving
effect to (without duplication) the Transactions and the Credit Extensions made on the Closing Date) of at least $250,000,000. 

(i) Since December 31, 2013, there has been no effect, change, event, occurrence, development or circumstance that has
had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Purchase Agreement as in effect on April 4, 2014) on the Company. 

(j) The Administrative Agent and the Collateral Agent shall have conducted and completed, in form and substance reasonably
satisfactory to the Administrative Agent and the Collateral Agent, its collateral due diligence (including, without limitation, completion of field audits and examinations and inventory appraisals); provided that the field examinations and inventory
appraisals conducted by FTI Consulting, Inc. and Hilco Valuation Services, LLC are satisfactory. 
 (k) The Acquisition shall
have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any of the Facilities, in accordance with the terms of the Purchase Agreement. The Purchase Agreement shall not have been amended or
waived in any material respect by any Borrower or any of their Affiliates, nor shall any Borrower or any of its Affiliates have given a material consent thereunder, in a manner materially adverse to the Lenders (in their capacity as such) without
the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any change to the definition of “Material Adverse Effect” contained in the Purchase
Agreement shall be deemed to be materially adverse to the Lenders). 

  
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 (l) (A) The Purchase Agreement Representations and the Specified Representations
shall be true and correct in all material respects on the Closing Date (or in all respects, if any such Purchase Agreement Representation or Specified Representation is already qualified by materiality); provided that any reference to
“Material Adverse Effect” in such Purchase Agreement Representations shall be deemed to refer to “Material Adverse Effect” (as defined in the Purchase Agreement as in effect on April 4, 2014); and (B) the Equity
Contribution shall have been consummated and the U.S. Borrower shall have received the proceeds from the Equity Contribution. 

(m) A completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with
respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance), duly executed and acknowledged by the appropriate Loan Parties, together with evidence of flood insurance, to the
extent required under Section 6.07(c) hereof. 
 Without limiting the generality of the provisions of Section 9.03, for purposes
of determining compliance with the conditions specified in this Section 4.01, 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 the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 

Notwithstanding anything herein to the contrary, it is understood that, other than with respect to the execution and delivery of those certain
Collateral Documents required to be delivered on the Closing Date pursuant to Schedule 1.01A and any Filing Collateral (each as defined below), as applicable, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing
Date after Holdings’ and the Borrowers’ use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but
instead shall be required to be delivered after the Closing Date in accordance with Sections 6.11, 6.13 and 6.16; provided that Holdings and the Borrowers shall have delivered all Pledged Equity referred to in Section 4.01(a)(iii)(A).
For purposes of this paragraph, “Filing Collateral” means Collateral, including Collateral constituting investment property, for which a security interest can be perfected by filing a UCC-1
financing statement in the case of the U.S. Loan Parties or a PPSA financing statement in the case of the Canadian Loan Parties. 

Section 4.02 Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension
(excluding a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans or CDOR Rate Loans and other than a Request for a Facility Increase which shall be governed by
Section 2.14(a)) and of each L/C Issuer to issue, extend or increase each Letter of Credit is subject to the following conditions precedent: 

(a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V and in each other Loan
Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so
qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date. 
 (b) No Default shall exist or would result from such proposed
Credit Extension or from the application of the proceeds therefrom. 

  
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 (c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the
Swing Line Lender shall have received a Request for Credit Extension (or with respect to Letters of Credit, such other notice required hereunder) in accordance with the requirements hereof. 

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a
continuation of Eurodollar Rate Loans or CDOR Rate Loans) submitted by the U.S. Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) (or, in the case of a Request for a Facility
Increase, the conditions specified in Section 2.14(a)) have been satisfied on and as of the date of the applicable Credit Extension and that after giving effect to such Credit Extension, the Availability Conditions shall be satisfied. 

ARTICLE V 
 REPRESENTATIONS AND
WARRANTIES 
 Each Loan Party party hereto represents and warrants to the Agents and the Lenders that at the time of each Credit Extension
that: 
 Section 5.01 Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary
(i) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority to (A) own or lease
its assets and carry on its business as currently conducted and (B) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (iii) is duly qualified and in good standing
(where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (iv) is in compliance with all Laws, orders, writs and injunctions and
(v) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (i) (other than with respect to the Borrowers), (ii)(A) (other than
with respect to the Borrowers), (iii), (iv) and (v), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 

Section 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to
which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (i) have been duly authorized by all necessary corporate or other organizational action, and (ii) do not
(a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any
payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person or its property is subject, or (c) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in
clause (ii)(b)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect. 

Section 5.03 Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action
by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other
Loan Document, or for the consummation of the Transactions, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral
Documents (including the priority thereof) or (iv) the exercise by the Administrative Agent or any Lender 

  
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of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (A) filings, recordings and registrations with
Governmental Authorities necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (B) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly
obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or be in full force and effect pursuant to the Collateral and Guarantee Requirement)and (C) those approvals,
consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect. 

Section 5.04 Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party
that is a party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such
enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity, (ii) the need for filings, recordations and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties
in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries. 

Section 5.05 Financial Statements; No Material Adverse Effect. 

(a) (i) The Audited Financial Statements fairly present in all material respects the financial condition of the U.S. Borrower and its
Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. 

(ii) The Unaudited Financial Statements fairly present in all material respects the financial condition of the U.S. Borrower and its
Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. 

(b) The forecasts of consolidated balance sheets and consolidated statements of income and cash flow of Holdings and its Subsidiaries which
have been furnished to the Administrative Agent prior to the Closing Date (the “Pro Forma Financial Statements”) have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be
reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material. 

(c) Since December 31, 2013, there has been no event or circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect. 
 (d) As of the Closing Date, none of the U.S. Borrower and its Subsidiaries has
any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under the Loan Documents, the Cash Flow Credit Agreement or under the
Senior Notes Documents and (iii) liabilities incurred in the ordinary course of business that, either individually or in the aggregate, have not had nor could reasonably be expected to have a Material Adverse Effect). 

Section 5.06 Litigation. Except as set forth on Schedule 5.06, there are no actions, suits, proceedings, claims or disputes
pending or, to the knowledge of the Borrowers, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrowers or any of their respective Restricted Subsidiaries or against any of their
properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

  
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 Section 5.07 [Reserved]. 

Section 5.08 Ownership of Property; Liens; Real Property. 

(a) The Borrowers and each of their Restricted Subsidiaries has good record title to, or valid leasehold interests in, or easements or other
limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth on Schedule 5.08 hereto and except for minor defects in title that do not materially interfere with
its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title or other interest could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. 
 (b) As of the Closing Date, Schedule 7 to the Perfection
Certificate dated as of the Closing Date contains a true and complete list of each Material Real Property owned by the Borrowers and the Subsidiaries. 

Section 5.09 Environmental Matters. 

Except as specifically disclosed in Schedule 5.09(a) or except as would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect: 
 (a) each Loan Party and its respective properties and operations are and, other
than any matters which have been finally resolved, have been in compliance with all Environmental Laws, which includes obtaining, maintaining and complying with all applicable Environmental Permits required under such Environmental Laws to carry on
the business of the Loan Parties; 
 (b) the Loan Parties have not received any written notice that alleges any of them is in
violation of or potentially liable under any Environmental Laws and none of the Loan Parties nor any of the Real Property owned, leased, operated or licensed to a franchisee (subject to, in the case of such franchised Real Property not managed by
the Loan Parties or Subsidiaries or their Affiliates, the knowledge of the U.S. Borrower) by any Loan Party or Subsidiary is the subject of any claims, investigations, liens, demands, or judicial, administrative or arbitral proceedings pending or,
to the knowledge of the U.S. Borrower, threatened, under or relating to any Environmental Law; 
 (c) there has been no
Release of Hazardous Materials on, at, under or from any Real Property or facilities currently or formerly owned, leased, operated or licensed to a franchisee (subject to, in the case of such franchised Real Property not operated by the Loan Parties
or Subsidiaries or their Affiliates, the knowledge of the Borrowers) by any Loan Party or Subsidiary, or arising out of the conduct of the Loan Parties that could reasonably be expected to require investigation, remedial activity or corrective
action or cleanup by, or on behalf of, any Loan Party or Subsidiary or could reasonably be expected to result in any Environmental Liability; 

(d) there are no facts, circumstances or conditions arising out of or relating to the Loan Parties or any of their respective
operations or any facilities currently or, to the knowledge of the Borrowers, formerly owned, leased, operated or licensed to a franchisee (subject to, in the case of such franchised Real Property not operated by the Loan Parties or Subsidiaries or
their Affiliates, the knowledge of the Borrowers) by any of the Loan Parties or Subsidiaries, that could 

  
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reasonably be expected to require investigation, remedial activity or corrective action or cleanup by, or on behalf of, any Loan Party or Subsidiary or could reasonably be expected to result in
any Environmental Liability; and 
 (e) the Borrowers have made available to the Administrative Agent all environmental
reports, studies, assessments, audits, or other similar documents containing information regarding any Environmental Liability that are in the possession or control of any Borrower or any Loan Party or Subsidiary. 

Section 5.10 Taxes. Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, each of the Loan Parties and their Subsidiaries have filed all tax returns required to be filed, and have paid all Taxes levied or imposed upon them or their properties, that are due and payable (including in their capacity as a
withholding agent), except those that are being contested in good faith by appropriate proceedings diligently conducted. Except as described on Schedule 5.10, there is no proposed Tax deficiency or assessment known to any of the Loan
Parties against any of the Loan Parties that would, if made, individually or in the aggregate, have a Material Adverse Effect. 

Section 5.11 ERISA Compliance; Canadian Pension Plans and Canadian Benefit Plans. 

(a) Except as set forth on Schedule 5.11(a) or as would not, either individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect, each Plan maintained by a Loan Party or ERISA Affiliate is in compliance with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder and other federal or
state Laws. 
 (b) (i) No ERISA Event has occurred during the six-year period prior to the date on
which this representation is made or deemed made or is reasonably expected to occur; (ii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any
Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the
giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that
could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect;
and (v) the hours worked by and payments made to employees of the Canadian Borrower and its Restricted Subsidiaries have not been in violation of the Employee Standards Act (Ontario) or any other applicable Law dealing with such matters
and (vi) all payments due from the Canadian Borrower or any Restricted Subsidiary, or for which any claim may be made against the Canadian Borrower or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and
other benefits, have been paid or accrued as a liability on the books of the Canadian Borrower or such Restricted Subsidiary to the extent required by GAAP. 

(c) With respect to each Pension Plan, the adjusted funding target attainment percentage (as defined in Section 436 of the Code), as
determined by the applicable Pension Plan’s Enrolled Actuary under Sections 436(j) and 430(d)(2) of the Code and all applicable regulatory guidance promulgated thereunder (“AFTAP”), would not reasonably be expected to result,
individually or in the aggregate, in a Material Adverse Effect. Neither any Loan Party nor any ERISA Affiliate maintains or contributes to a Plan that is, or is expected to be, in at-risk status (as defined in
Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code) in each case, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

  
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 (d) Except as would not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect, (i) the Canadian Pension Plans are duly registered under the ITA and all other applicable laws which require registration; (ii) the Canadian Borrower and each of its Subsidiaries has complied with and performed all
of its obligations under and in respect of the Canadian Pension Plans and Canadian Benefit Plans under the terms thereof, any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations);
(iii) there have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans; and (iv) to the knowledge of the Loan Parties, no facts or circumstances have occurred or exist that could
result, or be reasonably anticipated to result, in the declaration of a termination or wind-up of any Canadian Pension Plan in whole or in part by any Governmental Authority under applicable laws. None of the
Canadian Pension Plans is a “multi-employer pension plan”, as defined in the Pension Benefits Act (Ontario) or an equivalent plan under the pension standards legislation of any other applicable jurisdiction in Canada. All employer
and employee payments, contributions or premiums to be remitted, paid to or in respect of each Canadian Pension Plan have been paid in a timely fashion in accordance with the terms thereof, any funding agreement and all applicable laws. Except as
set forth in Schedule 5.11(d), none of the Canadian Pension Plans is a Canadian Defined Benefit Plan. The Loan Parties have delivered to the Administrative Agent copies of the most recent actuarial valuation reports and financial
statements filed with any applicable Governmental Authority in respect of each Canadian Defined Benefit Plan. 
 Section 5.12
Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions), no Loan Party has any Subsidiaries (other than Excluded Subsidiaries pursuant to clause (b) of the definition thereof) other than those
specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity
Interests owned by a Loan Party in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing
Date, Schedules 1(a) and 9(a) to the Perfection Certificate (a) set forth the name and jurisdiction of each Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrowers and any Loan Party in each wholly owned
Subsidiary (other than Excluded Subsidiaries pursuant to clause (b) of the definition thereof), including the percentage of such ownership. 

Section 5.13 Margin Regulations; Investment Company Act. 

(a) No Borrower is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying
Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U of the Board of Governors of
the United States Federal Reserve System. 
 (b) None of the Borrowers, any Person Controlling either of the Borrowers, or any of their
Restricted Subsidiaries is or is required to be registered as an “investment company” under the Investment Company Act of 1940. 

Section 5.14 Disclosure. To the best of the Borrowers’ knowledge, no report, financial statement, certificate or other
written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information and information of a general economic or industry nature) to any Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any untrue statement of a
material fact or omits to state any material fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading.


  
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With respect to projected financial information and pro forma financial information, the Borrowers represent that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material. 

Section 5.15 Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect as of
the Closing Date (a) there are no strikes or other labor disputes against any Borrower or any of their Restricted Subsidiaries pending or, to the knowledge of the Borrowers, threatened, (b) hours worked by and payment made to employees of
the Borrowers or any of their Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws, (c) the Borrowers and the other Loan Parties have complied with all applicable employment and labor
laws including work authorization and immigration and (d) all payments due from any Borrower or any of their Restricted Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of
the relevant party. 
 Section 5.16 [Reserved]. 

Section 5.17 Intellectual Property; Licenses, Etc.. The Borrowers and their Restricted Subsidiaries own, license or possess the
right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual
property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrowers, such IP Rights do not conflict with the
rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The business of any Loan Party or any
of their Subsidiaries as currently conducted does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements, misappropriations and violations, individually or in the aggregate, which could
not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is filed and presently pending or, to the knowledge of the Borrowers, presently threatened in writing against any Loan Party or any
of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

Except pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing
Date, all registrations listed in Schedule 11 to the Perfection Certificate are valid and subsisting, except, in each case, to the extent failure of such registrations to be valid and subsisting could not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect 
 Section 5.18 Solvency. On the Closing Date after giving effect to the
Transactions, the U.S. Borrower and its Subsidiaries, on a consolidated basis, are Solvent. 
 Section 5.19 Subordination of Junior
Financing. The Secured Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing
Documentation. 
 Section 5.20 OFAC; USA PATRIOT Act; FCPA. 

(a) To the extent applicable, each of Holdings, the Borrowers and their respective Subsidiaries is in compliance, in all material respects,
with (i) the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as
amended) and any 

  
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other enabling legislation or executive order relating thereto, (ii) the USA PATRIOT Act and (iii) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada). 

(b) No Borrower nor any of their respective Subsidiaries nor, to the knowledge of any Borrower and the other Loan Parties, any director,
officer, employee, agent or controlled affiliate of any Borrower or any Subsidiary is currently the subject of any Sanctions, nor is any Borrower or any of their respective Subsidiaries located, organized or resident in any country or territory that
is the subject of Sanctions. 
 (c) No part of the proceeds of the Loans will be used, directly or indirectly, by any Borrower (i) in
violation of the United States Foreign Corrupt Practices Act of 1977, as amended, (ii) for the purpose of financing any activities or business of or with any Person that, at the time of such financing, is the subject of any Sanctions or
(iii) in violation of the Corruption of Foreign Public Officials Act (Canada). 
 Section 5.21 Security Documents. 

(a) Valid Liens. Each Collateral Document delivered pursuant to Section 4.01 and Sections 6.11, 6.13 and 6.16 will, upon
execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the applicable Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the
extent intended to be created thereby, and (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) upon the taking of possession or control
by the Collateral Agent (or, to the extent constituting Cash Flow Priority Collateral, the Cash Flow Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement) of such Collateral with respect to which a security
interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by a Security Agreement), the Liens created by the
Collateral Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent
perfection can be obtained by filing financing statements or the taking of possession or control, in each case subject to no Liens other than Liens permitted by Section 7.01. 

(b) PTO Filing; Copyright Office Filing. When the U.S. Intellectual Property Security Agreements are properly filed in the United
States Patent and Trademark Office and the United States Copyright Office, to the extent such filings may perfect such interests, the Liens created by the U.S. Security Agreement shall constitute fully perfected Liens on, and security interests in,
all right, title and interest of the grantors thereunder in Patents and Trademarks (each as defined in the U.S. Security Agreement) registered or applied for with the United States Patent and Trademark Office and Copyrights (as defined in the U.S.
Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordings in the United States
Patent and Trademark Office and the United States Copyright Office may be necessary to perfect the Collateral Agent’s Lien on registered Patents, Trademarks and Copyrights acquired by the grantors thereof after the Closing Date). 

(c) Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the
Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties
thereunder and the proceeds thereof, subject only to Liens permitted by Section 7.01 and when the Mortgages are filed in the offices specified on Schedule 6 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage
executed and delivered after the date thereof in accordance with the provisions of Sections 6.11, 6.13 and 6.16, when such Mortgage 

  
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is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11, 6.13 and 6.16), the Mortgages shall constitute
fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by
hereunder. 
 (d) Notwithstanding anything herein (including this Section 5.21) or in any other Loan Document to the contrary, no Loan
Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any
Foreign Subsidiary (other than the Canadian Borrower or a Canadian Subsidiary), or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law (other than Canadian Law) or (B) the pledge or creation of any
security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority
is not required pursuant to the Collateral and Guarantee Requirement. 
 ARTICLE VI 

AFFIRMATIVE COVENANTS 
 So long
as any Lender shall have any Revolving Credit Commitment hereunder, any Loan or other Secured Obligation (other than obligations under Cash Management Agreements or obligations under Secured Hedge Agreements) hereunder which is accrued and payable
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the
applicable L/C Issuer is in place), then from and after the Closing Date, the Borrowers shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each of their Restricted Subsidiaries to: 

Section 6.01 Financial Statements; Reports. 

(a) Deliver to the Administrative Agent for prompt further distribution to each Lender, within one hundred twenty (120) days after the
end of the fiscal year ending December 31, 2014 and within ninety (90) days after the end of each subsequent fiscal year, a consolidated balance sheet of the U.S. Borrower and its Subsidiaries as at the end of such fiscal year, and the
related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, audited and accompanied by a report and opinion of Deloitte LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with
generally accepted auditing standards and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification or exception as to the scope of such audit other than any “going
concern” or like qualification, exception or explanatory paragraph that is expressly resulting solely from an upcoming maturity date hereunder or under the Cash Flow Credit Agreement occurring within one year from the time such opinion is
delivered or, a prospective default under Section 7.11; 
 (b) Deliver to the Administrative Agent for prompt further distribution to
each Lender, within forty-five (45) days (or seventy-five (75) days in the case of the fiscal quarters ending on September 30, 2014, March 31, 2015 and June 30, 2015) after the end of each of the first three fiscal quarters
of each fiscal year of the U.S. Borrower, a consolidated balance sheet of the U.S. Borrower and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income or operations for such


  
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fiscal quarter and the portion of the fiscal year then ended, setting forth in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, and statements of stockholders’ equity for the current fiscal quarter and consolidated statement of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form
the figures for the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the U.S. Borrower as fairly presenting in all material respects the financial condition, results of operations,
stockholders’ equity and cash flows of the U.S. Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; 

(c) Deliver to the Administrative Agent for prompt further distribution to each Lender, no later than one hundred-twenty (120) days after
the end of the fiscal year ending December 31, 2014 and within ninety (90) days after the end of each subsequent fiscal year, a detailed consolidated budget for the following fiscal year on a quarterly basis (including a projected
consolidated balance sheet of the U.S. Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions
applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith on the basis of the
assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood that actual results may vary from such Projections and that such variations may be material; and 

(d) Deliver to the Administrative Agent for prompt further distribution to each Lender, on the
15th Business Day of each fiscal month (i) a certificate in the form of Exhibit I showing the U.S. Borrowing Base and the Canadian Borrowing Base as of the close of business for the
immediately preceding fiscal month to be certified as complete and correct in all material respects on behalf of the Borrowers by a Responsible Officer of the U.S. Borrower (a “Borrowing Base Certificate”); provided that if a
Cash Dominion Period shall have occurred and be continuing, such Borrowing Base Certificate shall be furnished on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on
the immediately preceding Friday; and provided, further, that after any Disposition or Casualty Event with respect to Collateral having a fair market value in excess of $5,000,000 (other than sales of inventory in the ordinary course
of business), the Borrowers shall promptly (and in any event prior to the next Borrowing) deliver a revised Borrowing Base Certificate reflecting such Disposition or Casualty Event, as the case may be. 

(e) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, and in any event no later than
25 days after the end of each fiscal month of the Borrowers for which the Consolidated Fixed Charge Coverage Ratio is required to be tested pursuant to Section 7.11, an unaudited consolidated balance sheet of the Borrowers and their
Subsidiaries that is internally available and, if different, the Borrowers and their Restricted Subsidiaries, in each case as at the end of such fiscal month, and the related (A) consolidated statements of income or operations for such fiscal
month and for the portion of the fiscal year then ended that is internally available and (B) a consolidated statement of cash flows for the portion of the fiscal year then ended that is internally available (or, in lieu of such unaudited
financial statements for the Borrowers and their Restricted Subsidiaries, a reconciliation that is internally available, reflecting such financial information for the Borrowers and their Restricted Subsidiaries, on the one hand, and the Borrowers
and their Subsidiaries, on the other hand), all in reasonable detail and certified by a Responsible Officer of the Borrowers as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and
cash flows of the Borrowers and their Subsidiaries and the Borrowers and their Restricted Subsidiaries, as applicable, in accordance with GAAP, subject only to normal year-end adjustments and the absence of
footnotes. 

  
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 (f) Deliver to the Administrative Agent with each set of consolidated financial
statements referred to in Sections 6.01(a) and 6.01(b) above, supplemental financial information necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to
financial information of the Borrowers and the Subsidiaries by furnishing (A) the applicable financial statements of the Borrowers (or any direct or indirect parent of the U.S. Borrower) or (B) the Borrowers’ (or any direct or
indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that with respect to clauses (A) and (B), (i) to the
extent such information relates to a parent of the U.S. Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Borrowers (or such parent), on
the one hand, and the information relating to the Borrowers and the Subsidiaries on a stand-alone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a),
such materials are accompanied by a report and opinion of Deloitte LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted
auditing standards and, except as permitted in Section 6.01(a), shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification or exception as to the scope of such audit.

 Documents required to be delivered pursuant to Section 6.01 and Sections 6.02(b) and (c) may be delivered electronically and if
so delivered, shall be deemed to have been delivered on the date (i) on which the Borrowers (or any direct or indirect parent of the U.S. Borrower) posts such documents, or provides a link thereto on the website on the Internet at the U.S.
Borrower’s website address listed on Schedule 6.01; or (ii) on which such documents are posted on the U.S. Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative
Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrowers shall deliver paper copies of such
documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent; and (ii) the Borrowers shall notify (which may be by facsimile or
electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for
timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. 

Section 6.02 Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: 

(a) no later than five (5) days after the earlier of (i) the actual delivery of the financial statements referred to in Sections
6.01(a), (b) and (e) and (ii) the date such financial statements are required to be delivered pursuant to Sections 6.01(a), (b) and (e), a duly completed Compliance Certificate signed by a Responsible Officer of the U.S. Borrower; 

(b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements
which Holdings, any Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the
form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the
Administrative Agent pursuant hereto; 

  
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 (c) promptly after the furnishing thereof, copies of any material requests or material notices
received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of
its Restricted Subsidiaries pursuant to the terms of the Cash Flow Credit Agreement, any Senior Notes Documents or any Junior Financing Documentation with a principal amount in excess of the Threshold Amount and, in each case, any Permitted
Refinancing thereof and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; 
 (d)
together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections of the Perfection Certificate describing
the legal name and the jurisdiction of formation of each Loan Party, the location of the chief executive office of each Loan Party, or confirming that there has been no change in such information since the later of the Closing Date or the date of
the last such report, and (ii) a list of each Subsidiary of each Borrower that identifies each Subsidiary as a Loan Party, a Restricted Subsidiary, an Unrestricted Subsidiary or an Excluded Subsidiary as of the date of delivery of such
Compliance Certificate or confirmation that there has been no change in such information since the later of the Closing Date or the date of the last such list; and 

(e) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their
respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. 

The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C
Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the
“Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the
Borrower or its securities) (each, a “Public Lender”). The Borrowers hereby agree to make all Borrower Materials that the Borrowers intend to be made available to Public Lenders clearly and conspicuously designated as
“PUBLIC.” By designating Borrower Materials as “PUBLIC,” the Borrowers authorize such Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only
information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States federal and state securities laws. Notwithstanding
the foregoing, the Borrowers shall not be under any obligation to mark any Borrower Materials “PUBLIC.” The Borrowers agree that (i) any Loan Documents, (ii) any financial statements delivered pursuant to Section 6.01
(excluding, for the avoidance of doubt, 6.01(c)) and (iii) any Compliance Certificates delivered pursuant to Section 6.02(a) and (iv) notices delivered pursuant to Section 6.03(a) will be deemed to be “public-side”
Borrower Materials and may be made available to Public Lenders. 
 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 communications 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 Borrowers or their securities for purposes of United States federal or state securities laws. 

  
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 Section 6.03 Notices. Promptly after a Responsible Officer of a Borrower or any
Guarantor has obtained knowledge thereof, notify the Administrative Agent: 
 (a) of the occurrence of any Default; 

(b) of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect; 

(c) of the filing or commencement of any action, suit, litigation or proceeding, whether at law or in equity by or before any
Governmental Authority, (i) against Holdings, a Borrower or any of its Subsidiaries thereof that would reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document; and 

(d) any casualty or other insured damage to any portion of the Collateral subject to the Borrowing Base in excess of
$17,500,000, or the commencement of any action or proceeding for the taking of any interest in a portion of the Collateral subject to either Borrowing Base in excess of $17,500,000 or any part thereof or interest therein under power of eminent
domain or by condemnation or similar proceedings. 
 Each notice pursuant to this Section 6.03 shall be accompanied by a written
statement of a Responsible Officer of the U.S. Borrower (x) that such notice is being delivered pursuant to Sections 6.03(a), (b), (c) or (d) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating
what action the Borrowers have taken and propose to take with respect thereto. 
 Section 6.04 Payment of Obligations. Pay,
discharge or otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all its obligations and liabilities in respect of Taxes imposed upon it or upon its income or profits or in respect of its property,
except, in each case, (i) to the extent any such Tax is being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP or (ii) if such failure to pay or discharge
such obligations and liabilities would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

Section 6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence
under the Laws of the jurisdiction of its organization except (x) in a transaction permitted by Sections 7.04 or 7.05 and (y) any Restricted Subsidiary may merge or consolidate with any other Restricted Subsidiary and (b) take all
reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except, in the case of
(a) (other than with respect to a Borrower) or (b), (i) to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) pursuant to a transaction permitted by
Article VII or clause (y) of this Section 6.05. 
 Section 6.06 Maintenance of Properties. Except if the failure to do
so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, maintain, preserve and protect all of its material tangible or intangible properties and equipment necessary in the operation of its business
in good working order, repair and condition, ordinary wear and tear excepted and fire, casualty or condemnation excepted. 

  
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 Section 6.07 Maintenance of Insurance. 

(a) Generally. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons
engaged in the same or similar businesses as the Borrowers and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons. 

(b) Requirements of Insurance. All such insurance shall (i) provide that no cancellation, material reduction in amount or material
change in coverage thereof shall be effective until at least 10 days (or, to the extent reasonably available, 30 days) after receipt by the Collateral Agent of written notice thereof (the Borrowers shall deliver a copy of the policy (and to the
extent any such policy is cancelled or renewed, a renewal or replacement policy) or other evidence thereof to the Administrative Agent and the Collateral Agent, or insurance certificate with respect thereto) and (ii) name the Collateral Agent
as loss payee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) (it being understood that, absent an Event of Default or Cash Dominion Period, any proceeds of any such
property insurance shall be delivered by the insurer(s) to the Borrowers or one of their Subsidiaries and applied in accordance with this Agreement), as applicable. 

(c) Flood Insurance. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency
Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then
the Borrowers shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and
regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, Following the Closing Date, the
Borrowers shall deliver to the Administrative Agent annual renewals of such flood insurance. In connection with any amendment to this Agreement pursuant to which any increase, extension, or renewal of Loans is contemplated, the Borrowers shall cause
to be delivered to the Administrative Agent for any Mortgaged Property, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination, duly executed and acknowledged by the appropriate Loan Parties,
and evidence of flood insurance, as applicable. 
 Section 6.08 Compliance with Laws. 

(a) Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business
or property, except if the failure to comply therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

(b) For each existing, or hereafter adopted, Canadian Pension Plan, each Loan Party will, and will cause each Subsidiary to, in
a timely fashion comply with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan, including under any funding agreements and all applicable laws (including any fiduciary, funding, investment
and administration obligations). 
 (c) All employer or employee payments, contributions or premiums required to be remitted,
paid to or in respect of each Canadian Pension Plan shall be paid or remitted by each Loan Party and each Subsidiary of each Loan Party in a timely fashion in accordance with the terms thereof, any funding agreements and all applicable Laws. 

  
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 (d) Furnish to the Administrative Agent (i) promptly after the filing
thereof with any Governmental Authority, copies of each actuarial valuation report and financial statement with respect to each Canadian Defined Benefit Plan, (ii) promptly after becoming aware of any failure to withhold, make, remit or pay any
employee or employer payments, contributions or premiums to any Canadian Pension Plan on a timely basis or the occurrence or forthcoming occurrence of any event in each case which could reasonably be expected to result in a partial or full
termination or wind-up of any Canadian Pension Plan, written notice thereof, together with an explanation of the actions taken or proposed to be taken by the applicable Loan Party with respect thereto, and
(iii) upon request by the Administrative Agent, copies of any notifications or remittances or similar documents prepared and delivered to the trustee or custodian of any Canadian Pension Plan pursuant to section 56.1 of the Pension Benefits
Act (Ontario) or similar applicable legislation in another jurisdiction in Canada. 
 Section 6.09 Books and Records.
Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied and which reflect all material financial transactions and matters involving
the assets and business of a Borrower or a Restricted Subsidiary, as the case may be (it being understood and agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with generally accepted accounting principles
in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder). 

Section 6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to
visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent
public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Borrowers; provided that, excluding any such visits and inspections during the continuation of an Event of Default, except as provided below, only the Administrative Agent on behalf of the Lenders may exercise
rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year and only one (1) such time shall be at the
Borrowers’ expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense
of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrowers the opportunity to participate in any discussions with the Borrowers’ independent
public accountants. In addition, the Borrowers will permit the Administrative Agent to conduct, in each case, at the sole cost and expense of the Borrowers, field audits and examinations of receivables and inventory, and appraisals of inventory;
provided, that, (a) such field audits and examinations may be conducted not more than once per any twelve-month period and (b) such appraisals may be conducted not more than once per any twelve-month period; (except, that,
during a Field Examination Trigger Period, the Administrative Agent shall be entitled to an additional field audit and examination and appraisal during any twelve-month period, and during the existence and continuance of an Event of Default, there
shall be no limit on the number of additional field audits and examinations and appraisals that shall be permitted at the Administrative Agent’s reasonable request and at the Borrowers’ expense). Notwithstanding anything to the contrary in
this Section 6.10, none of the Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that
(i) constitutes non-financial trade secrets or non-financial 

  
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proprietary information, (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. 
 Section 6.11 Additional
Collateral; Additional Guarantors. At the Borrowers’ expense, take all action either necessary or as reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues
to be satisfied, including: 
 (a) Upon (i) (x) the formation or acquisition of any new direct or indirect wholly owned
Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by the U.S. Borrower, (y) any Excluded Subsidiary that is a Domestic Subsidiary ceasing to constitute an Excluded Subsidiary or (z) the designation in accordance with
Section 6.14 of an existing direct or indirect wholly owned Domestic Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary or (ii) (x) the formation or acquisition of any new direct or indirect wholly owned Canadian
Subsidiary (in each case, other than an Excluded Subsidiary) by the U.S. Borrower or the Canadian Borrower, (y) any Excluded Subsidiary that is a Canadian Subsidiary ceasing to constitute an Excluded Subsidiary or (z) the designation in
accordance with Section 6.14 of an existing direct or indirect wholly owned Canadian Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary: 

(i) within sixty (60) days after such formation, acquisition, cessation or designation, or such longer period as the
Administrative Agent may agree in writing in its discretion, notify the Administrative Agent thereof and: 
 (A) cause
(i) each such Domestic Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) joinders to this Agreement as U.S. Guarantors, Security Agreement Supplements to the U.S. Security Agreement,
U.S. Intellectual Property Security Agreements, Mortgages, a counterpart of the Intercompany Note, joinders to each Intercreditor Agreement, if applicable, and other security agreements and documents (including, with respect to such Mortgages, the
documents listed in (f) of the “Collateral and Guarantee Requirement”), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the U.S. Security Agreement and other
security agreements in effect on the Closing Date with respect to the U.S. Loan Parties and the Mortgages delivered pursuant to Section 6.16), in each case granting Liens required by the Collateral and Guarantee Requirement and (ii) each
such Canadian Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) joinders to this Agreement as Canadian Guarantors, Security Agreement Supplements to the Canadian Security Agreement, Canadian
Intellectual Property Security Agreements, Mortgages, Quebec Security Documents, if applicable, a counterpart of the Intercompany Note, joinders to each Intercreditor Agreement, if applicable, and other security agreements and documents (including,
with respect to such Mortgages, the documents listed in (f) of the “Collateral and Guarantee Requirement”), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the
Canadian Security Agreement and other security agreements in effect on the Closing Date with respect to the Canadian Loan Parties and the Mortgages delivered pursuant to Section 6.16), in each case granting Liens required by the Collateral and
Guarantee Requirement; 
 (B) cause each such Domestic Subsidiary and/or Canadian Subsidiary (and the parent of each such
Subsidiary that is a Guarantor) to deliver to the Collateral Agent (or, to the extent constituting Cash Flow Priority Collateral, the Cash Flow Collateral 

  
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Agent acting as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement) any and all certificates representing Equity Interests (to the extent certificated) and intercompany
notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; 

(C) take and cause such Domestic Subsidiary and/or Canadian Subsidiary and each direct or indirect parent of such Subsidiary to
take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, PPSA financing statements (or similar documents) and Intellectual Property Security Agreements, and delivery of stock and
membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent
required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; 

(ii) if reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such
request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan
Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; 

(iii) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the
Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts, surveys or environmental assessment reports, to the extent available and in the possession or control of the Loan Parties or their respective
Subsidiaries; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person
other than the Loan Parties or one of their respective Subsidiaries, where, despite the commercially reasonable efforts of the Loan Parties or their respective Subsidiaries to obtain such consent, such consent cannot be obtained; and 

(iv) if reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such
request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to
perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered by the preceding clauses (i), (ii) or
(iii) or clause (b) below. 
 (b) Not later than ninety (90) days after the acquisition by any Loan Party of
any Material Real Property as determined by the U.S. Borrower (acting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its discretion) that is required to be provided as Collateral pursuant to
the Collateral and Guarantee Requirement, which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a Lien and
Mortgage in favor of the Collateral Agent for the benefit of the applicable Secured Parties and take, or cause the relevant Loan 

  
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Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject
to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement. 

Section 6.12 Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all commercially reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all
applicable Environmental Laws and Environmental Permits; obtain, maintain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent the Loan Parties or Subsidiaries are required by Environmental
Laws, conduct any investigation, remedial or other corrective action necessary to address Hazardous Materials at any property or facility in accordance with applicable Environmental Laws. 

Section 6.13 Further Assurances . Promptly upon reasonable request by the Administrative Agent (i) correct any
material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Intercreditor Agreement or any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds,
certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of any Intercreditor Agreement or the Collateral Documents, to the extent
required pursuant to the Collateral and Guarantee Requirement. If the Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan
Party subject to a Mortgage constituting Collateral, the Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of FIRREA. 

Section 6.14 Designation of Subsidiaries. The U.S. Borrower may at any time designate any Restricted Subsidiary of a Borrower
(other than the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be
continuing, (ii) immediately after giving effect to such designation, the Investment Payment Conditions are met, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the
purpose of any Senior Notes Documents, the Cash Flow Credit Agreement or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted
Subsidiary. For the avoidance of doubt, no assets of any Unrestricted Subsidiary may at any time be included in the Borrowing Base calculation, and upon the designation of any Loan Party as an Unrestricted Subsidiary, the Borrowers shall
concurrently provide an updated Borrowing Base Certificate if such designation would result in the Borrowing Base decreasing by more than $17,500,000. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall
constitute an Investment by a Borrower therein at the date of designation in an amount equal to the fair market value of such Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary
as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by a Borrower in Unrestricted
Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of a Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. 

Section 6.15 [Reserved]. 

Section 6.16 Post-Closing Covenants. Except as otherwise agreed by the Administrative Agent in its sole discretion, the Borrowers
shall, and shall cause each of the other Loan Parties to, deliver 

  
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each of the documents, instruments and agreements and take each of the actions set forth on Schedule 6.16 within the time periods set forth therein (or such longer time periods as determined by
the Administrative Agent in its sole discretion). 
 Section 6.17 [Reserved]. 

Section 6.18 Maintenance of Cash Management System. The Loan Parties will establish and maintain the cash management system described
below: 
 (a) Schedule 13 to the Perfection Certificate sets forth all DDAs maintained by the Loan Parties, including all
Dominion Accounts. On or prior to the date that is 90 days after the Closing Date (or, unless a Cash Dominion Period or Event of Default has occurred, such later date as may be agreed to by the Administrative Agent (such agreement not to be
unreasonably withheld or delayed)), each Loan Party shall take all actions necessary to establish the Collateral Agent’s control of and Lien on each such DDA (other than an Excluded Account). Each Loan Party shall be the sole account holder of
each DDA (other than an Excluded Account) and shall not allow any other Person (other than the Administrative Agent, the Collateral Agent or the Cash Flow Collateral Agent) to have control over or a Lien on a DDA (other than an Excluded Account) or
any property deposited therein. The U.S. Borrower shall not, and shall not cause or permit any of its Restricted Subsidiaries to, accumulate or maintain cash (other than (i) cash that is not proceeds of any Collateral, (ii) cash that is
identifiable proceeds of Cash Flow Priority Collateral and deposited into a Collateral Proceeds Account and (iii) nominal amounts which are required to be maintained in such DDA under the terms of the Borrowers’ arrangements with the bank
at which such DDAs are maintained, which nominal amounts shall not exceed $500,000 as to any individual DDA or $2,000,000 in the aggregate for all DDAs at any time) in the Excluded Accounts as of any date of determination in excess of checks
outstanding against such Accounts as of the date and amounts necessary to meet minimum balance, near-term funding requirements or near-term operating requirements. 

(b) Within 90 days after the Closing Date (or, unless a Cash Dominion Period or an Event of Default has occurred, such later
date as may be agreed to by the Administrative Agent (such agreement not to be unreasonably withheld or delayed)), the Loan Parties shall have delivered to the Administrative Agent Deposit Account Control Agreements for all of the DDAs of the Loan
Parties (other than Excluded Accounts), in each case duly executed by each applicable Loan Party and the applicable depositary bank and opinion of counsel (which may contain customary qualifications and exclusions) with respect thereto in form and
substance reasonably satisfactory to the Collateral Agent. 
 (c) Upon the occurrence and during the continuation of a Cash
Dominion Period, the Loan Parties shall cause any and all funds and financial assets constituting Collateral (other than cash that is identifiable proceeds of Cash Flow Priority Collateral and deposited into a Collateral Proceeds Account) held
in or credited to each DDA to be swept into the Dominion Account on a daily basis (or less frequently as agreed by the Administrative Agent). 

ARTICLE VII 
 NEGATIVE COVENANTS

 So long as any Lender shall have any Revolving Credit Commitment hereunder, any Loan or other Secured Obligation hereunder (other than
obligations under Cash Management Agreements or obligations under Secured Hedge Agreements) which is accrued and payable shall remain unpaid or unsatisfied, 

  
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or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably
satisfactory to the applicable L/C Issuer is in place), then from and after the Closing Date: 
 Section 7.01 Liens. No Borrower
or any of the Restricted Subsidiaries shall, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: 

(a) Liens pursuant to any Loan Document; 

(b) Liens existing on the Closing Date and listed on Schedule 7.01(b) and any modifications, replacements,
renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or
financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent
constituting Indebtedness, is permitted by Section 7.03; 
 (c) Liens for Taxes that are not overdue for a period of
more than thirty (30) days or that are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in
accordance with GAAP; 
 (d) statutory or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics,
materialmen, repairmen, construction contractors or other like Liens that secure amounts not overdue for a period of more than forty-five (45) days or if more than forty-five (45) days overdue, that are unfiled and no other action has been
taken to enforce such Lien or that are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance
with GAAP; 
 (e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of
credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to a Borrower or any of its Restricted Subsidiaries; 

(f) (i) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness
for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) letters of
credit and bank guarantees required or requested by any Governmental Authority in connection with any contract or Law) incurred in the ordinary course of business; 

(g) easements, rights-of-way, restrictions,
encroachments, protrusions and other similar encumbrances and other minor title defects affecting Real Property, and any exceptions on the final Mortgage Policies issued in connection with the Mortgaged Properties, that do not in the aggregate
materially interfere with the ordinary conduct of the business of a Borrower or any of its Restricted Subsidiaries, taken as a whole; 

  
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 (h) Liens securing judgments for the payment of money not constituting an Event
of Default under Section 8.01(h); 
 (i) leases, licenses, subleases or sublicenses granted to others in the ordinary
course of business which do not (i) interfere in any material respect with the business of any Borrower and its Restricted Subsidiaries, taken as a whole or (ii) secure any Indebtedness; 

(j) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties
in connection with the importation of goods in the ordinary course of business and (ii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’
acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; 

(k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial
institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are
within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions; 

(l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant
to Sections 7.02(i) and (n) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent
such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; 

(m) Liens (i) in favor of any Borrower or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan
Party securing permitted intercompany Indebtedness and (ii) in favor of any Borrower or any Subsidiary Guarantor; 
 (n)
any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by a Borrower or any of its Restricted Subsidiaries in the ordinary course of business; 

(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into
by a Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; 
 (p)
Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02; 
 (q) Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 

(r) Liens that are contractual rights of set-off or rights of pledge (i) relating
to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of a Borrower or any of its Restricted


  
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Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of a Borrower or any of its Restricted Subsidiaries or (iii) relating to
purchase orders and other agreements entered into with customers of a Borrower or any of its Restricted Subsidiaries in the ordinary course of business; 

(s) Liens solely on any cash earnest money deposits made by a Borrower or any of its Restricted Subsidiaries in connection with
any letter of intent or purchase agreement permitted hereunder; 
 (t) ground leases in respect of Real Property on which
facilities owned or leased by a Borrower or any of its Restricted Subsidiaries are located; 
 (u) Liens to secure
Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created within 365 days of the acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not
at any time encumber property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with
respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products
thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; 

(v) Liens on property of any Restricted Subsidiary that is not a Loan Party and that does not constitute Collateral, which
Liens secure Indebtedness of Restricted Subsidiaries that are not Loan Parties permitted under Section 7.03; 
 (w)
Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each
case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a
Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations
incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be
permitted to apply to any property to which such requirement would not have applied but for such acquisition), (iii) the Indebtedness secured thereby is permitted under Section 7.03(g) and (iv) if such Liens attach to any ABL Priority
Collateral, such Liens shall rank junior to the Liens on the ABL Priority Collateral securing the Secured Obligations pursuant to the ABL Intercreditor Agreement and/or the Junior Lien Intercreditor Agreement and the representative of the holders of
such Indebtedness shall become party to the ABL Intercreditor Agreement and/or Junior Lien Intercreditor Agreement; 
 (x)
(i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental
Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrowers and their Restricted Subsidiaries, taken as a whole; 

  
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 (y) Liens arising from precautionary Uniform Commercial Code or PPSA financing
statement or similar filings; 
 (z) Liens on insurance policies and the proceeds thereof securing the financing of the
premiums with respect thereto; 
 (aa) the modification, replacement, renewal or extension of any Lien permitted by clauses
(u) and (w) of this Section 7.01; provided that (i) the Lien does not extend to any additional property, other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and
(B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness); 

(bb) (i) Liens on the Collateral securing Indebtedness with respect to the Cash Flow Credit Agreement and any “Credit
Agreement Refinancing Indebtedness” permitted to be incurred under Section 7.03(a) and (ii) Liens on the Collateral securing any Swap Contract or Cash Management Agreement (as defined in the Cash Flow Credit Agreement) incurred with
the Cash Flow Administrative Agent (as defined in the Cash Flow Credit Agreement) or any Cash Flow Lender or of their respective Affiliates, in each case subject to the ABL Intercreditor Agreement; 

(cc) Liens with respect to property or assets of a Borrower or any of its Restricted Subsidiaries securing obligations in an
aggregate principal amount outstanding at any time not to exceed the greater of (i) $145,000,000 and (ii) 2.00% of Total Assets, in each case determined as of the date of incurrence; provided, that, if such Liens attach to any ABL
Priority Collateral, such Liens shall rank junior to the Liens on the ABL Priority Collateral securing the Secured Obligations pursuant to the ABL Intercreditor Agreement and/or the Junior Lien Intercreditor Agreement and the representative of the
holders of such Indebtedness shall become party to the ABL Intercreditor Agreement and/or Junior Lien Intercreditor Agreement; 

(dd) Liens to secure Indebtedness (with only the priority permitted below) permitted under Sections 7.03(q);
provided that the representative of the holders of each such Indebtedness becomes party to (i) if such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Cash
Flow Debt and the ABL Intercreditor Agreement and (ii) if such Indebtedness is secured by the Collateral on a junior priority basis to the liens securing the Secured Obligations, the Junior Lien Intercreditor Agreement as a “Junior Lien
Representative” (as defined in the Junior Lien Intercreditor Agreement); 
 (ee) [Reserved] 

(ff) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in
respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; and 

(gg) Liens on cash paid as a benefit on the group life insurance policies securing the COLI Loans. 

Notwithstanding the foregoing, no consensual Liens shall exist on Equity Interests that constitute Collateral other than pursuant to clauses
(a), (bb), (cc) and (dd) above. 

  
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 Section 7.02 Investments. No Borrower nor any of the Restricted Subsidiaries shall
directly or indirectly, make any Investments, except: 
 (a) Investments by a Borrower or any of its Restricted Subsidiaries
in assets that were Cash Equivalents when such Investment was made; 
 (b) loans or advances to officers, directors, managers
and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in
connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent thereof directly from such issuing entity (provided that the amount of such loans and advances shall be contributed to the U.S.
Borrower in cash as common equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not
exceed $15,000,000; 
 (c) Investments by the U.S. Borrower or any of its Restricted Subsidiaries in the U.S. Borrower or any
of its Restricted Subsidiaries or any Person that will, upon such Investment become a Restricted Subsidiary; provided that (x) any Investment made by any Person that is not a Loan Party in any Loan Party pursuant to this clause
(c) shall be subordinated in right of payment to the Loans and (y) any Investment made by any Loan Party in any Person that is not a Loan Party shall either (i) be made in the ordinary course of business or (ii) (A) be evidenced
by a note pledged as Collateral on a first priority basis for the benefit of the Secured Obligations, which note shall be in form and substance reasonably satisfactory to the Administrative Agent (it being understood that an Intercompany Note shall
be satisfactory to the Administrative Agent) and (B) be made only at a time when the Non-Guarantors Payment Conditions are met; 

(d) 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 received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; 

(e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by
Section 7.02(m) below) consisting of transactions permitted under Sections 7.01 (other than 7.01(p)), 7.03 (other than 7.03(c) and (d)), 7.04 (other than 7.04(c), (d) and (e)), 7.05 (other than 7.05(e)), 7.06 (other than 7.06(e) and (i)(iv))
and 7.13, respectively; 
 (f) Investments (i) existing or contemplated on the Closing Date and, with respect to each
such Investments in an amount in excess of $2,500,000, set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by any Borrower or any
Restricted Subsidiary in any Borrower or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment as of the
Closing Date or as otherwise permitted by this Section 7.02; 
 (g) Investments in Swap Contracts permitted under
Section 7.03; 
 (h) promissory notes and other non-cash consideration received
in connection with Dispositions permitted by Section 7.05; 
 (i) any acquisition of all or substantially all the assets
of a Person, or any Equity Interests in a Person that becomes a Restricted Subsidiary or a division or line of business of a Person 

  
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(or any subsequent Investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if
immediately after giving effect thereto: (i) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03, (ii) to the extent required by the
Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Subsidiary (other than an Excluded
Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case, in accordance with Section 6.11 (any such acquisition, a “Permitted Acquisition”) and (iii) the Investment Payment Conditions are met; 

(j) the Borrowers and their Restricted Subsidiaries may make Investments in an unlimited amount so long as immediately before
and after giving pro forma effect to any such Investment, the Distribution Payment Conditions are met; 
 (k) Investments in
the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; 

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization
of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of
title with respect to any secured Investment; 
 (m) loans and advances to the U.S. Borrower and any direct or indirect
parent of the U.S. Borrower, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to such parent in accordance with
Sections 7.06(g), (h) or (i); 
 (n) other Investments in an aggregate amount outstanding pursuant to this clause (n) (valued
at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of (i) $290,000,000 and (ii) 4.00% of Total Assets (in each case, net of any return in respect
thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); 

(o) advances of payroll payments to employees in the ordinary course of business; 

(p) Investments to the extent that payment for such Investments is made solely with Equity Interests (other than Disqualified
Equity Interests and the Equity Contribution) of any Borrower (or any direct or indirect parent of any Borrower); 
 (q)
Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into any Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary in accordance with Section 7.04
after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or
consolidation; 
 (r) [reserved]; 

  
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 (s) Investments constituting the non-cash
portion of consideration received in a Disposition permitted by Section 7.05; 
 (t) Guarantees by a Borrower or any of
its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; 

(u) Investments constituting COLI Loans; 

(v) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments
made pursuant to this clause (v) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities (until such proceeds are
converted to Cash Equivalents), not to exceed the greater of (i) $165,000,000 and (ii) 2.25% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving
effect to subsequent changes in value); provided that any Investment made by any Loan Party pursuant to this clause (v) shall be subordinated in right of payment to the Loans; provided, that, immediately before and after giving pro forma
effect to any such Investment, the Non-Guarantors Payment Conditions are met; 
 (w)
any Investment in a Similar Business taken together with all other Investments made pursuant to this clause (w) that are at that time outstanding not to exceed the greater of (i) $290,000,000 and (ii) 4.00% of Total Assets (in each
case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment
pursuant to this clause (w) is made in any Person that is not a Restricted Subsidiary of a Borrower at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter
be deemed to have been made pursuant to clause (c) above and shall cease to have been made pursuant to this clause (w); provided, that, immediately before and after giving pro forma effect to any such Investment, the Non-Guarantor Payment Conditions are met; 
 (x) Permitted Intercompany Activities; 

(y) [reserved] 

(z) Investments in joint ventures of a Borrower or any of its Restricted Subsidiaries, taken together with all other
Investments made pursuant to this clause (z) that are at that time outstanding, not to exceed the greater of (i) $145,000,000 and (ii) 2.00% of Total Assets (in each case, determined on the date such Investment is made, with the fair
market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, that, immediately before and after giving pro forma effect to any such Investment, the Non-Guarantor Payment Conditions are met. 
 Section 7.03 Indebtedness. No Borrower nor any of
the Restricted Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except: 

(a) Indebtedness of any Loan Party under (i) the Loan Documents, (ii) the Cash Flow Credit Agreement (including any
Incremental Facility permitted to be incurred thereunder pursuant to Section 2.14 thereof as in effect on the Closing Date), and any “Credit Agreement Refinancing Indebtedness” (as defined therein on the Closing Date) in an aggregate
principal amount 

  
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not to exceed $3,480,000,000, (iii) the Dollar Senior Notes Documents in an aggregate principal amount not to exceed $1,040,000,000 and (iv) the Euro Senior Notes Documents in an aggregate
principal amount not to exceed €235,000,000 and, in the case of clause (ii), (iii) and (iv), any Permitted Refinancing thereof; 

(b) (i) Indebtedness outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and
(ii) Indebtedness owed to a Borrower or any Restricted Subsidiary outstanding on the Closing Date and any refinancing thereof with Indebtedness owed to a Borrower or any Restricted Subsidiary in a principal amount that does not exceed the
principal amount (or accreted value, if applicable) of the intercompany Indebtedness so refinanced; provided that (x) any Indebtedness advanced by any Person that is not a Loan Party to any Loan Party pursuant to this clause
(b) shall be subordinated in right of payment to the Loans and (y) any Indebtedness advanced by any Loan Party to any Person that is not a Loan Party shall either (i) be made in the ordinary course of business or (ii) be
evidenced by a note pledged as Collateral for the benefit of the Secured Obligations subject to the terms of the ABL Intercreditor Agreement, which note shall be in form and substance reasonably satisfactory to the Administrative Agent (it being
understood that an Intercompany Note shall be satisfactory to the Administrative Agent); 
 (c) Guarantees by a Borrower and
any Restricted Subsidiary in respect of Indebtedness of a Borrower or any Restricted Subsidiary of a Borrower otherwise permitted hereunder; provided that (A) no Guarantee (other than Guarantees by a Foreign Subsidiary of Indebtedness of
another Foreign Subsidiary) of any Senior Notes, the Cash Flow Credit Agreement or any Indebtedness constituting Junior Financing with a principal amount in excess of the Threshold Amount shall be permitted unless such guaranteeing party shall have
also provided a Guarantee of the Secured Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Secured Obligations, such Guarantee shall be subordinated to the Guarantee of the Secured
Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; 

(d) Indebtedness of a Borrower or any Restricted Subsidiary owing to a Borrower or any Restricted Subsidiary (or issued or
transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02;
provided that all such Indebtedness advanced by any Loan Party to any Person that is not a Loan Party shall be evidenced by an Intercompany Note and any such Indebtedness advanced by any Person that is not a Loan Party to any Loan Party shall
be subordinated in right of payment to the Loans (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not a Loan Party shall be deemed to be expressly subordinated in right of payment to the Loans unless the
terms of such Indebtedness expressly provide otherwise); 
 (e) (i) Attributable Indebtedness and other Indebtedness
(including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by a Borrower or any Restricted Subsidiary prior to or within 365 days after the acquisition,
construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed the greater of (i) $290,000,000 and (ii) 4.00% of Total Assets, in each case determined at the time of incurrence
(together with any Permitted Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the
foregoing; 

  
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 (f) Indebtedness in respect of Swap Contracts designed to hedge against a
Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; 

(g) Indebtedness of a Borrower or any Restricted Subsidiary incurred or assumed in connection with any Permitted Acquisition,
and any Permitted Refinancing thereof; provided such Indebtedness is permitted pursuant to Section 7.03(g) of the Cash Flow Credit Agreement as in effect on the Closing Date; provided further that any such Indebtedness incurred by
a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(q) and 7.03(v), does not exceed in the aggregate at any time outstanding the
greater of (i) $165,000,000 and (ii) 2.25% of Total Assets, in each case determined at the time of incurrence; 

(h) Indebtedness representing deferred compensation to employees of a Borrower (or any direct or indirect parent thereof) or
any of its Restricted Subsidiaries incurred in the ordinary course of business; 
 (i) Indebtedness consisting of promissory
notes issued by a Borrower or any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity
Interests of a Borrower or any direct or indirect parent of a Borrower permitted by Section 7.06; 
 (j) Indebtedness
incurred by a Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of
purchase price (including earnouts) or other similar adjustments; 
 (k) Indebtedness consisting of obligations of a Borrower
or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment expressly permitted hereunder; 

(l) obligations in respect of Cash Management Agreements and other Indebtedness in respect of netting services, automatic
clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; 

(m) Indebtedness of the Borrowers or any of their Restricted Subsidiaries, in an aggregate principal amount that at the time
of, and after giving effect to, the incurrence thereof, would not exceed (x) the greater of (i) $290,000,000 and (ii) 4.00% of Total Assets at any time outstanding plus (y) 200% of the cumulative amount of the net cash proceeds and
Cash Equivalent proceeds from the sale of Equity Interests (other than Excluded Contributions, proceeds of Disqualified Equity Interests, Specified Equity Contributions or sales of Equity Interests to a Borrower or any of its
Subsidiaries) of a Borrower or any direct or indirect parent of a Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of a
Borrower that has been Not Otherwise Applied; 
 (n) Indebtedness consisting of (a) the financing of insurance premiums
or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 

  
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 (o) Indebtedness incurred by a Borrower or any of its Restricted Subsidiaries in
respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee
benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof
are reimbursed within 30 Business Days following the incurrence thereof; 
 (p) obligations in respect of performance, bid,
appeal and surety bonds and performance and completion guarantees and similar obligations provided by a Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related
thereto, in each case in the ordinary course of business or consistent with past practice; 
 (q) Indebtedness permitted to
be included pursuant to Section 7.03(q) or (s) of the Cash Flow Credit Agreement as in effect on the Closing Date; provided, that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any
Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(g) and 7.03(v), does not exceed in the aggregate at any time outstanding, the greater of (i) $165,000,000 and (ii) 2.25% of Total
Assets, in each case determined at the time of incurrence; 
 (r) Indebtedness supported by a Letter of Credit and any letter
of credit issued under the Cash Flow Credit Agreement, in a principal amount not to exceed the face amount of such Letter of Credit; 

(s) [Reserved]; 

(t) [Reserved]; 

(u) Indebtedness incurred by a Foreign Subsidiary that is not a Canadian Subsidiary which, when aggregated with the principal
amount of all other Indebtedness incurred pursuant to this clause (u) and then outstanding, does not exceed 10% of Foreign Subsidiary Total Assets; 

(v) unsecured Indebtedness of a Borrower or any Restricted Subsidiary; provided that any such Indebtedness owed by a Person
that is not a Loan Party is permitted to be incurred pursuant to Section 7.03(w) of the Cash Flow Credit Agreement as in effect on the Closing Date; provided, that any such Indebtedness incurred by a Restricted Subsidiary that is not a
Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(g) or 7.03(q) does not exceed in the aggregate at any time outstanding, the greater of (i) $165,000,000 and
(ii) 2.25% of Total Assets, in each case determined at the time of incurrence; 
 (w) Indebtedness arising from
Permitted Intercompany Activities; and 
 (x) all premiums (if any), interest (including post-petition interest), fees,
expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above. 
 For purposes of
determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (x) above, the U.S. Borrower shall, in its sole
discretion, classify or later divide or classify such 

  
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item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all
Indebtedness outstanding under the Loan Documents, the Cash Flow Credit Agreement and any Senior Notes Documents and, in each case, any Permitted Refinancing thereof, will at all times be deemed to be outstanding in reliance only on the exception in
Section 7.03(a). 
 Section 7.04 Fundamental Changes. No Borrower nor any of the Restricted Subsidiaries shall merge,
amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person, except that: 
 (a) any Restricted Subsidiary (other than the Canadian Borrower) may merge, amalgamate or
consolidate with (i) any Borrower (including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction); provided that such Borrower shall be the continuing or surviving Person and such merger does not result
in the U.S. Borrower ceasing to be a corporation, partnership or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia, or in the case of the Canadian Borrower, Canada or any province
or territory thereof or (ii) one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging or amalgamating with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;
and an updated Borrowing Base Certificate shall have been delivered if the Borrowing Base after giving effect to such transaction would decrease by more than $17,500,000. 

(b) (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is
not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or any Borrower or any Subsidiary may change its legal form (x) if such Borrower determines in good faith that such action is in the best interest of such Borrower and its
Subsidiaries and if not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than
Section 7.02(e)) or Section 7.05 or, in the case of any such business, discontinued, shall be transferred to otherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood
that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); 

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)
to a Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or a Borrower or (ii) to the extent constituting an
Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively; 

(d) so long as no Default exists or would result therefrom, any Borrower may merge, amalgamate or consolidate with any other
Person; provided that (i) such Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not such Borrower (any such Person, the “Successor
Company”), (A) a Successor Company to the U.S. Borrower shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof and a Successor Company to the
Canadian Borrower shall be an entity organized or existing under the Laws of Canada or any province or territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Borrower under this Agreement and the other
Loan Documents 

  
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to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each applicable Guarantor, unless it is the
other party to such merger, amalgamation or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (D) each applicable Guarantor, unless it is the other party to
such merger, amalgamation or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the
Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have by an amendment to or restatement of the applicable
Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, if applicable and (F) the Borrowers
shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger, amalgamation or consolidation and such supplement to this Agreement or any Collateral Document preserves the
enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to,
and be substituted for, the applicable Borrower under this Agreement; and 
 (e) so long as no Default exists or would result
therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the
continuing or surviving Person shall be a Restricted Subsidiary or a Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11 to the extent required pursuant to the Collateral
and Guarantee Requirement; 
 (f) so long as no Default exists or would result therefrom, a merger, amalgamation dissolution,
liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05; and 

(g) any Borrower and its respective Subsidiaries may consummate Permitted Intercompany Activities. 

Section 7.05 Dispositions. No Borrower, nor any of the Restricted Subsidiaries shall, directly or indirectly, make any
Disposition, except: 
 (a) (i) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter
acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrowers or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful
in the conduct of the business of the Borrowers and their Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an
aggregate amount not to exceed $25,000,000; 
 (b) Dispositions of inventory or goods held for sale and immaterial assets
(including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; 

  
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 (c) Dispositions of property to the extent that (i) such property is
exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; 

(d) Dispositions of property to the Borrowers or any Restricted Subsidiary; provided that if the transferor of such
property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; 

(e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)),
7.04 (other than Section 7.04(f)) and 7.06; 
 (f) Dispositions contemplated as of the Closing Date and listed on
Schedule 7.05(f); 
 (g) Dispositions of Cash Equivalents; 

(h) (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each
case in the ordinary course of business and which do not materially interfere with the business of the Borrowers or any of their Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the
business of the Borrowers or any of their Restricted Subsidiaries so long as Holdings the Borrowers or any of their Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; 

(i) transfers of property subject to Casualty Events upon receipt of the net proceeds of such Casualty Event; 

(j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition
made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase
price in excess of $40,000,000, the Borrowers or any of their Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received,
other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii) and (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (iii) if
any ABL Priority Collateral with an aggregate value of greater than $17,500,000 is Disposed of, an updated Borrowing Base Certificate shall have been delivered and the Borrowing Base shall immediately be deemed recalculated in reliance thereon;
provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on such Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent
balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Secured Obligations, that are assumed by the
transferee with respect to the applicable Disposition and for which the such Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Borrower
or the applicable Restricted Subsidiary from such transferee that are converted by such Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the
closing of the applicable Disposition, and (C) aggregate non-cash consideration received by such Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of
the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 4.0% of Total Assets at any time (net of any non-cash
consideration converted into cash and Cash Equivalents); 

  
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 (k) [reserved]; 

(l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof
in the ordinary course of business; 
 (m) Dispositions of property pursuant to sale-leaseback transactions; provided
that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; 
 (n)
any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of a Borrower and its Subsidiaries as a whole, as determined in good faith by the management of such Borrower; 

(o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than
Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents) (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an
Unrestricted Subsidiary) and; 
 (p) the unwinding of any Swap Contract pursuant to its terms; 

(q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell
arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; 

(r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any
immaterial IP Rights; and 
 (s) Permitted Intercompany Activities; 

provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (p), (r) and (s) and
except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this
Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any
actions deemed appropriate in order to effect the foregoing. 
 Section 7.06 Restricted Payments. No Borrower nor any of the
Restricted Subsidiaries shall declare or make, directly or indirectly, any Restricted Payment, except: 
 (a) each Restricted
Subsidiary may make Restricted Payments to the Borrowers and other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary that is not wholly-owned
directly or indirectly by the U.S. Borrower, to the U.S. Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of
Equity Interests); 

  
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 (b) the Borrowers and the Restricted Subsidiaries may declare and make Restricted
Payments payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person; 

(c) Restricted Payments to effect the Transactions; 

(d) the Borrowers may make additional Restricted Payments so long as, on a pro forma basis after giving effect thereto, the
Distribution Payment Conditions are satisfied at such time; 
 (e) to the extent constituting Restricted Payments, the
Borrowers and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02 (other than Sections 7.02(e) and (m)), 7.04 or 7.08 (other than Sections 7.08(e) and (j)); 

(f) repurchases of Equity Interests in the Borrowers (or any direct or indirect parent thereof) or any Restricted Subsidiary of
the Borrowers deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 

(g) the Borrowers and the Restricted Subsidiaries may pay (or make Restricted Payments to allow such Borrower or any other
direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of such Restricted Subsidiary (or of a Borrower or any other such direct or indirect parent thereof) from any
future, present or former employee, officer, director, manager or consultant of such Restricted Subsidiary (or such Borrower or any other direct or indirect parent of such Restricted Subsidiary) or any of its Subsidiaries upon the death, disability,
retirement or termination of employment of any such Person or pursuant to any employee or director equity plan, employee, manager or director stock option plan or any other employee or director benefit plan or any agreement (including any stock
subscription or shareholder agreement) with any employee, manager, director, officer or consultant of such Restricted Subsidiary (or such Borrower or any other direct or indirect parent thereof) or any of its Restricted Subsidiaries; provided
that the aggregate amount of Restricted Payments made pursuant to this clause (g) shall not exceed $30,000,000 in any calendar year (which shall increase to $60,000,000 subsequent to the consummation of a Qualified IPO) (with unused amounts in
any calendar year being carried over to succeeding calendar years subject to a maximum of $50,000,000 in any calendar year or $100,000,000 subsequent to the consummation of a Qualified IPO, respectively); provided, further, that such
amount in any calendar year may be increased by an amount not to exceed: 
 (i) to the extent contributed to a Borrower, the
net cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests or Specified Equity Contributions) of any of such Borrower’s direct or indirect parent companies, in each case to members of management, managers,
directors or consultants of Holdings, such Borrower, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date, to the extent net cash proceeds from the sale of such Equity Interests have been Not
Otherwise Applied; plus 
 (ii) the net cash proceeds of key man life insurance policies received by the Borrowers or
their Restricted Subsidiaries; less 

  
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 (iii) the amount of any Restricted Payments previously made with the cash
proceeds described in clauses (i) and (ii) of this Section 7.06(g); 
 (h) the Borrowers may make Restricted
Payments in an aggregate amount not to exceed, when combined with prepayment of Indebtedness pursuant to Section 7.13(a)(iv), the greater of (i) $215,000,000 and (ii) 3.00% of Total Assets; 

(i) the Borrowers may make Restricted Payments to any direct or indirect parent of the U.S. Borrower: 

(i) to pay its operating costs and expenses incurred in the ordinary course of business and other corporate overhead costs and
expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of the U.S.
Borrower and its Restricted Subsidiaries and, Transaction Expenses and any reasonable and customary indemnification claims made by directors, managers or officers of such parent attributable to the ownership or operations of the Borrowers and their
Restricted Subsidiaries; 
 (ii) the proceeds of which shall be used by such parent to pay franchise Taxes and other fees,
Taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; 
 (iii)
for any taxable period ending after the Closing Date (A) in which a Borrower and/or any of its Subsidiaries is a member of a consolidated, combined, unitary or similar Tax group (a “Tax Group”) of which a direct or indirect
parent of a Borrower is the common parent or (B) in which a Borrower is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes, to pay U.S. federal, state and local and foreign Taxes that are
attributable to the taxable income, revenue, receipts, gross receipts, gross profits, capital or margin of such Borrower and/or its Subsidiaries; provided that for each taxable period, the amount of such payments made in respect of such
taxable period in the aggregate shall not exceed the amount of such Taxes that the such Borrower and its Subsidiaries would have been required to pay if they were a stand-alone Tax Group with the such Borrower as the corporate common parent of such
stand-alone Tax Group; provided, further, that the permitted payment pursuant to this clause (iii) with respect to any Taxes of any Unrestricted Subsidiary shall be limited to the amount actually paid with respect to such period
by such Unrestricted Subsidiary to such Borrower or its Restricted Subsidiaries for the purposes of paying such consolidated, combined unitary or similar Taxes; 

(iv) to finance any Investment that would be permitted to be made pursuant to Section 7.02 if such parent were subject to
such Section; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such parent shall, immediately following the closing thereof, cause (1) all property
acquired (whether assets or Equity Interests) to be contributed to the U.S. Borrower or the Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the U.S. Borrower or its
Restricted Subsidiaries in order to consummate such Permitted Acquisition or Investment, in each case, in accordance with the requirements of Section 6.11; 

  
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 (v) the proceeds of which shall be used to pay customary salary, bonus and other
benefits payable to officers and employees of Holdings or any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the U.S. Borrower and the
Restricted Subsidiaries; and 
 (vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments
to allow any direct or indirect parent thereof to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by Holdings (or any direct or indirect parent thereof) that is directly attributable to the
operations of the U.S. Borrower and its Restricted Subsidiaries; 
 (j) the Borrowers or any Restricted Subsidiary may
(i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash
payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; 

(k) after a Qualified IPO, (i) any Restricted Payment by the Borrowers or any other direct or indirect parent of any
Borrower to pay listing fees and other costs and expenses attributable to being a publicly traded company which are reasonable and customary and (ii) Restricted Payments not to exceed up to the sum of (A) up to 6% per annum of the net
proceeds received by (or contributed to) any Borrower and its Restricted Subsidiaries from such Qualified IPO and (B) the amount of Restricted Payments permitted by Section 7.06(l)(ii)(B) under the Cash Flow Credit Agreement (as in effect
on the Closing Date); provided, that, immediately before and after giving pro forma effect to any such Restricted Payment pursuant to clause (B), the Non-Guarantor Payment Conditions are met; 

(l) payments made or expected to be made by the Borrower or any of the Restricted Subsidiaries in respect of required
withholding or similar non-US Taxes with respect to any future, present or former employee, director, manager or consultant and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the
exercise of stock options; 
 (m) Restricted Payments permitted by Section 7.06(n) under the Cash Flow Credit Agreement
(as in effect on the Closing Date); provided, that, immediately before and after giving pro forma effect to any such Restricted Payment, the Non-Guarantor Payment Conditions are met; 

(n) the distribution, by dividend or otherwise, of Equity Interests of, or Indebtedness owed to the Borrowers or a Restricted
Subsidiary by an Unrestricted Subsidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents) (or a Restricted Subsidiary that owns an Unrestricted Subsidiary; provided that such Restricted
Subsidiary owns no assets other than Equity Interests of an Unrestricted Subsidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents)); and 

(o) Restricted Payments that are made in an amount equal to the amount of Excluded Contributions previously received and Not
Otherwise Applied. 
 Section 7.07 Change in Nature of Business. The Borrowers shall not, nor shall the Borrowers permit any of
the Restricted Subsidiaries to, directly or indirectly, engage in any material line of business 

  
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substantially different from those lines of business conducted by the Borrowers and the Restricted Subsidiaries on the Closing Date or any business reasonably related, complementary, synergistic
or ancillary thereto or reasonable extensions thereof. 
 Section 7.08 Transactions with Affiliates. The Borrowers shall not,
nor shall the Borrowers permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of a Borrower, whether or not in the ordinary course of business, other than (a) loans and
other transactions among the Borrowers and their Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article VII, (b) on terms substantially
as favorable to such Borrower or such Restricted Subsidiary as would be obtainable by such Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other
than an Affiliate, (c) the Transactions and the payment of Transaction Expenses as part of or in connection with the Transactions, (d) so long as no Event of Default under Sections 8.01(a) or (f) has occurred and is continuing,
the payment of management, monitoring, consulting, transaction, termination and advisory fees in an aggregate amount pursuant to the Investor Management Agreement and related indemnities and reasonable expenses, (e) Restricted Payments
permitted under Section 7.06 and Investments permitted under Section 7.02, (f) employment and severance arrangements between a Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of
business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (g) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf
of, directors, managers, officers, employees and consultants of a Borrower and its Restricted Subsidiaries (or any direct or indirect parent of such Borrower) in the ordinary course of business to the extent attributable to the ownership or
operation of a Borrower and its Restricted Subsidiaries, (h) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not
adverse to the Lenders in any material respect, (i) customary payments by a Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other
investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by a majority of the members of the board of directors or managers or a majority of the disinterested members of the board of
directors or managers of a Borrower, in good faith, (j) payments by a Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of such Borrower to the extent attributable to the ownership or
operation of such Borrower and the Subsidiaries, but only to the extent permitted by Section 7.06(i)(iii), (k) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any
former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of a Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (l) [reserved], (m) Permitted Intercompany
Activities or (n) a joint venture which would constitute a transaction with an Affiliate solely as a result of any Borrower or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

 Section 7.09 Burdensome Agreements. The Borrowers shall not, nor shall the Borrowers permit any of the Restricted
Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted
Payments to a Borrower or any Guarantor or to make or repay intercompany loans and advances to a Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the
Lenders with respect to the Facilities and the Secured Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i)(x) exist on the Closing Date and (to the
extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any
agreement evidencing any permitted modification, replacement, 

  
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renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person
becoming a Restricted Subsidiary of a Borrower; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14,
(iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Sections 7.04 or 7.05 and relate solely to the assets
or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into
in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by
such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed
by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries
incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions
restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in
connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit and (xiii) are customary restrictions contained in any Senior Notes Documents, the Cash Flow Credit Agreement or any Permitted
Refinancing thereof. 
 Section 7.10 Use of Proceeds. The proceeds of the Loans shall be used on and after the Closing Date for
working capital, general corporate purposes and any other purpose not prohibited by this Agreement, including Permitted Acquisitions and other Investments. The Letters of Credit shall be used solely to support obligations of the U.S. Borrower
and its Subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement. 

  
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 Section 7.11 Consolidated Fixed Charge Coverage Ratio. If Excess Availability shall
be less than the greater of (a) $20,000,000 and (b) 10% of the lesser of (x) the Revolving Credit Commitments and (y) the Borrowing Base (a “Financial Covenant Trigger Event”), the Borrowers will not permit the
Consolidated Fixed Charge Coverage Ratio to be less than 1.0 to 1.0 as of the immediately preceding fiscal quarter end for which financial statements are available, and as of each subsequent fiscal quarter end thereafter; provided that
(i) subject to clause (ii), a breach of such covenant when so tested shall not be cured by a subsequent increase of Excess Availability above the applicable limit set forth above and (ii) if Excess Availability on each day during any
period of 30 consecutive calendar days commencing after the date of such Financial Covenant Trigger Event is at least the greater of (a) $20,000,000 and (b) 10% of the lesser of (x) the Revolving Credit Commitments and (y) the aggregate
Borrowing Base, the requirement to comply with the Consolidated Fixed Charge Coverage Ratio shall not apply unless a subsequent Financial Covenant Trigger Event occurs; provided, further, that after any Financial Covenant Trigger
Event, unless and until the U.S. Borrower has demonstrated its compliance with the Consolidated Fixed Charge Coverage Ratio requirement set forth above by delivery to the Administrative Agent of the financial statements for the fiscal quarter, as
applicable, specified above and the related Compliance Certificate, the Borrowers shall not be permitted to request any Loans or the issuance, increase, extension or amendment of any Letters of Credit. 

Section 7.12 Accounting Changes. The Borrowers shall not make any change in fiscal year; provided, however, that any
Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrowers and the Administrative Agent will, and are hereby
authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year. 

Section 7.13 Prepayments, Etc. of Indebtedness. 

(a) The Borrowers shall not, nor shall the Borrowers permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem,
purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted), any subordinated Indebtedness incurred under
Section 7.03(g), (q) or (v) or any other Indebtedness that is or is required to be subordinated, in right of payment or as to Collateral, to the Secured Obligations pursuant to the terms of the Loan Documents or any Indebtedness secured by
the Collateral on a junior priority basis to the Liens securing the Secured Obligations (it being understood that Cash Flow Debt will not be considered Junior Financing) (collectively, “Junior Financing”) or make any payment in
violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the net proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such
Indebtedness was originally incurred under Section 7.03(g), (q) or (v), is permitted pursuant to Section 7.03(g), (q) or (v)), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of
Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Borrower or any Restricted Subsidiary to any Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions
contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount
of Restricted Payments pursuant to Section 7.06(h), (x) the greater of (i) $215,000,000 and (ii) 3.00% of Total Assets plus (y) Excluded Contributions that the U.S. Borrower elects to apply to this clause (a) Excluded Contributions
that are Not Otherwise Applied and (v) such prepayments at any time when the Distribution Payment Conditions are met. 
 (b) The
Borrowers shall not, nor shall either permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the
consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed). 

  
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 Section 7.14 Permitted Activities of Holdings. Holdings shall not engage in any
material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the U.S. Borrower and activities incidental thereto,
(ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the
Cash Flow Credit Agreement and any other Indebtedness permitted hereunder, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities,
payment of dividends, making contributions to the capital of the U.S. Borrower, (vi) incurrence of debt and guaranteeing the obligations of the Borrowers (other than as described under clause (iii) above) in an amount not to exceed
$100,000,000, (vii) participating in tax, accounting and other administrative matters as owner of the Borrowers, (viii) holding any cash incidental to any activities permitted under this Section 7.14, (ix) providing indemnification to
officers, managers and directors and (x) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the U.S. Borrower other than those for the benefit of the Secured Obligations and Cash Flow Loan
Obligations and any Pari Term Debt Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the U.S. Borrower. 

Section 7.15 Dominion Account. After the occurrence and during the continuance of a Cash Dominion Period, use the funds on deposit
in the Dominion Account for any purposes other than (i) as set forth in Section 6.18(c), and to the extent there remains funds after the application referred to in this clause (i), toward (ii) the payment of operating expenses
incurred by the Loan Parties in the ordinary course of business (including payments of interest when due on account of the Senior Notes), and to the extent there remains funds after the application referred to in this clause (ii), toward
(iii) such other ordinary course purposes as the Loan Parties deem appropriate. 
 Section 7.16 Canadian Defined Benefit
Plans. The Loan Parties shall not (i) contribute to or participate in or assume an obligation to contribute to or participate in any Canadian Defined Benefit Plan other than any listed in Schedule 5.11(d), without the prior written consent
of the Administrative Agent, (ii) acquire an interest in any Person if such Person sponsors, maintains or contributes to a Canadian Defined Benefit Plan, without the prior written consent of the Administrative Agent; or (iii) wind-up or take any action or steps that would allow any Governmental Authority to wind-up any Canadian Defined Benefit Plan, in whole or in part, unless it has
obtained written advice from the actuary for such plan that the plan (or part thereof in the case of a partial windup) is fully funded or has no unfunded liability at the effective date of the windup, without the prior written consent of the
Administrative Agent. 
 ARTICLE VIII 

EVENTS OF DEFAULT AND REMEDIES 

Section 8.01 Events of Default. Any of the following from and after the Closing Date shall constitute an event of default (an
“Event of Default”): 
 (a) Non-Payment. Any Loan Party fails
to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within five Business Days after the same becomes due, any interest on any Loan or any other amount, payable hereunder or with respect to any
other Loan Document. 

  
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 (b) Specific Covenants. A Borrower, any Restricted Subsidiary or, in the
case of Section 7.14, Holdings, fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.05(a) (solely with respect to a Borrower), 6.16, 6.18 or Article VII; provided that a Default as a result of
a breach of Section 7.11 is subject to cure pursuant to Section 8.05; or 
 (c) Other Defaults. Any Loan
Party fails to perform or observe any other covenant or agreement (not specified in Sections 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for (i) thirty (30) days,
or (ii) in the case of a failure to timely deliver a Borrowing Base Certificate pursuant to Section 6.01(d), six (6) Business Days, in each case, after written notice thereof by the Administrative Agent to the Borrowers;
provided, that, if a Cash Dominion Period shall have occurred and be continuing, the time period specified in clause (ii) above shall be one (1) Business Day; or 

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made
by or on behalf of the Borrowers or any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect in any material respect when made or deemed made; or 

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (i) fails to make any payment beyond the applicable
grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an outstanding aggregate principal amount of
not less than the Threshold Amount, or (ii) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Agreements,
termination events or equivalent events pursuant to the terms of such Swap Agreements), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease
or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness. 

(f) Insolvency Proceedings, Etc. Any Loan Party or any Restricted Subsidiary institutes or consents to the institution
of any proceeding under any Debtor Relief Law (including the making of a proposal or the filing of a notice of intention to make a proposal), or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, interim receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, monitor, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, interim receiver,
trustee, custodian, conservator, liquidator, rehabilitator, administrator, monitor, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for
sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty
(60) calendar days; or an order for relief is entered in any such proceeding; or 

  
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 (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any
Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any
material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or 

(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the
payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied or failed to acknowledge
coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or 

(i) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and
delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent, Collateral
Agent or any Lender or the satisfaction in full of all the Secured Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or the validity or
priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment
in full of the Secured Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or 

(j) Change of Control. There occurs any Change of Control; or 

(k) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 or
Sections 6.11, 6.13, 6.16 or 6.18 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected Lien, with the priority required by
the Collateral Documents and the Intercreditor Agreements on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, (x) except to the extent that any such
perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or any loss thereof results solely from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually
delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code or PPSA continuation statements and (y) except as to Collateral consisting of Real Property to the extent that such losses are
covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of any Borrower shall for any reason cease to be pledged pursuant to the Collateral Documents; or 

(l) ERISA; Canadian Pension Plans. (i) An ERISA Event occurs which has resulted or could reasonably be expected to
result in liability of a Loan Party or a Restricted Subsidiary or any ERISA Affiliate in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, (ii) a Loan Party, any Restricted Subsidiary or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could
reasonably be expected to result in a Material Adverse Effect or (iii) the termination or wind-up, in whole or in part, of a Canadian Pension Plan or any other event with respect to any Canadian Pension
Plan which, when taken together with all other terminations 

  
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and wind-ups of Canadian Pension Plans and other events with respect to Canadian Pension Plans that have occurred, could reasonably be expected to result
in a Material Adverse Effect; or 
 (m) Junior Financing Documentation. (i) Any of the Secured Obligations of the
Loan Parties under the Loan Documents for any reason shall cease to be (A) “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as
defined in, any Junior Financing Documentation and (B) “First Lien Obligations” (or any comparable term) under, and as defined in, the Junior Lien Intercreditor Agreement under, and as defined in any Junior Financing Documentation or
(ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if
applicable. 
 Section 8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions: 
 (i)
declare the Revolving Credit Commitment of each Lender to make Loans and any obligation of the L/C Issuers to issue Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; 

(ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; 

(iii) require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to 100% (or 103% with respect to
Alternative Currency Letter of Credits) of the then Stated Amount of outstanding Letters of Credit plus 101.50% (or 103% with respect to Alternative Currency Letter of Credits) of then unreimbursed amounts due to the L/C Issuers); and 

(iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan
Documents or applicable Law; 
 provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers
under Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to issue Letters of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable and the obligations of the Borrowers to Cash Collateralize the amount of the L/C Obligations as aforesaid shall automatically become effective, in each case, without further act of the
Administrative Agent or any Lender. 
 Section 8.03 Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining
whether a Default or Event of Default has occurred under Section 8.01(f) or (g), any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary (an “Immaterial
Subsidiary”) affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of the Borrowers, have assets with a fair market value in excess of 2.5% of
Total Assets (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the
condition specified above is satisfied). 

  
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 Section 8.04 Application of Funds. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on
account of the Obligations shall, subject to any Intercreditor Agreements then in effect, be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law) subject to the final
proviso of this Section 8.04: 
 First, to the payment of all reasonable costs and
out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent
and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith due from the Loan Parties; 

Second, to the payment of all other reasonable costs and
out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or
incurred by the other Secured Parties in connection therewith due from the Loan Parties; 
 Third, pro rata to
interest then due and payable on the Swing Line Loans and Protective Advances; 
 Fourth, pro rata to the principal
balance of the Swing Line Loans and Protective Advances outstanding until the same has been prepaid in full; 
 Fifth,
pro rata to interest then due and payable on Revolving Credit Loans and other amounts due pursuant to Sections 3.01, 3.04 and 3.05; 

Sixth, pro rata to Cash Collateralize all outstanding L/C Obligations (to the extent not otherwise Cash Collateralized
pursuant to the terms hereof) plus any accrued and unpaid interest thereon, the principal balance of Revolving Credit Loans then outstanding, and all Secured Obligations on account of Pari Passu Bank Product Obligations to the extent of the Bank
Product Reserve taken with respect thereto; 
 Seventh, to all other Secured Obligations pro rata; and 

Eighth, the balance, if any, as required by the Intercreditor Agreements or, in the absence of any such requirement, to
the Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns); 
 ; provided that: 

 

	 	(i)	any proceeds of U.S. Collateral or amounts received from any U.S. Loan Party shall be applied to all Secured Obligations that are not Canadian Obligations (including any guarantee thereof by any U.S. Loan Party)
described in (x) any of clauses First through Sixth above prior to being applied to any Secured Obligations described in any of clauses First through Sixth above that are such Secured Obligations in respect of the
Canadian Obligations and (y) clause Seventh above prior to being applied to any Secured Obligations described in clause Seventh above that are such Secured Obligations in respect of the Canadian Obligations; 


  
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	 	(ii)	proceeds of Canadian Collateral and amounts received from Canadian Loan Parties shall only be applied to Secured Obligations described above that are Canadian Obligations; 


 

	 	(iii)	amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur and, if any
amount remains on deposit as Cash Collateral after all Letters of Credit Cash Collateralized thereby have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth
above; 

  

	 	(iv)	amounts distributed with respect to any Pari Passu Bank Product Obligations shall be the lesser of the maximum Bank Product Amount last reported to the Administrative Agent or the actual Pari Passu Bank Product
Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due (it being understood that the Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to
any Pari Passu Bank Product Obligations and, if a Secured Party has not delivered such calculation, the Administrative Agent may assume the amount to be distributed is zero); and 


 

	 	(v)	Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan
Parties (subject to the previous provisions set forth in this proviso) to preserve the allocation to Secured Obligations otherwise set forth above in this Section 8.04. 


Section 8.05 Borrowers’ Right to Cure. 

(a) Notwithstanding anything to the contrary contained in Sections 8.01 or 8.02, if the U.S. Borrower determines that an Event of Default
under the covenant set forth in Section 7.11 has occurred or may occur, during the period commencing after the beginning of the preceding fiscal quarter included in such Test Period and ending ten (10) Business Days after the later of
(i) the date on which financial statements are required to be delivered hereunder with respect to such fiscal quarter and (ii) the occurrence of an Event of Default under the covenant set forth in Section 7.11, the Investors may make
a Specified Equity Contribution, and the amount of the net cash proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter in an amount that, if added to the Consolidated EBITDA for the relevant quarter,
would have been sufficient to cause compliance with the covenant under Section 7.11 (the “Equity Cure”); provided that such net cash proceeds (i) are actually received by a Borrower as cash common equity (including through
capital contribution of such net cash proceeds to a Borrower) during the period commencing after the beginning of the preceding fiscal quarter included in such Test Period and ending ten (10) Business Days after the later of (i) the date
on which financial statements are required to be delivered hereunder with respect to such fiscal quarter and (ii) the occurrence of an Event of Default under the covenant set forth in Section 7.11 and (ii) are Not Otherwise Applied.
The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any baskets or other amounts
other than the amount of the Consolidated EBITDA for the purpose of Section 7.11. 

  
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 (b) (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal
quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall
be no more than the amount required to cause the Borrowers to be in Pro Forma Compliance with Section 7.11 for any applicable period, (iv) no Borrowings shall be permitted hereunder until such Equity Cure shall have been actually received
by a Borrower and (v) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Specified
Equity Contribution was made; provided that to the extent such proceeds are actually applied to prepay Indebtedness, such reduction may be credited in any subsequent fiscal quarter. 

ARTICLE IX 
 AGENTS 

Section 9.01 Appointment and Authority. 

(a) Administrative Agent. Each of the Lenders and each L/C Issuer hereby irrevocably appoints Citibank to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither any Borrower nor any other Loan Party
shall have rights as a third party beneficiary of any of such provisions. 
 (b) Collateral Agent. The Administrative Agent shall
also act as the Collateral Agent under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers hereby irrevocably appoint and authorize the
Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with
such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof)
granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including
Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were
the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. 
 Section 9.02 Rights as a
Lender. The 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 the Administrative Agent hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. 

  
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 Section 9.03 Exculpatory Provisions. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: 

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is
continuing; 
 (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other 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 expressly provided for herein or in the other Loan Documents); 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 or that is contrary to any Loan Document or applicable Law; and 
 (iii) shall not, except as expressly set forth
herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by the Person serving as
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 Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing
such Default as such is given to the Administrative Agent by the U.S. Borrower, a Lender or an L/C Issuer. 
 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 this Agreement or any other 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 herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the value or the sufficiency of any Collateral or (vi) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

Section 9.04 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 the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or a L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such Lender or L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or L/C Issuer prior to the making of such Loan or the
issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the U.S. Borrower), independent accountants and other experts 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 experts. 

  
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 Section 9.05 Delegation of Duties. The Administrative Agent or the Collateral Agent
may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent or the
Collateral Agent, as applicable. The Administrative Agent or the Collateral 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 provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent or the Collateral Agent, as applicable, and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent or Collateral Agent. 

Section 9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the
Lenders, the L/C Issuers and the U.S. Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the U.S. Borrower, to appoint a successor, which shall be (i) a bank with an office
in the United States, or an Affiliate of any such bank with an office in the United States and (ii) either a Lender or any other Person reasonably acceptable to the U.S. Borrower. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a
successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the U.S. Borrower, the Lenders and the L/C Issuers that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents
(except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until
such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and L/C Issuer
directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under
the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the U.S. Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent. 
 Any resignation by Citibank as Administrative Agent pursuant to this Section shall also constitute
its resignation as an L/C Issuer and as the Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of Citibank as a retiring L/C Issuer and as the Swing Line Lender, (ii) Citibank, as a retiring L/C Issuer and as the Swing Line Lender, shall be discharged from all of its duties and obligations in such capacities
hereunder or under the other Loan Documents and (iii) a successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by Citibank outstanding at the time of such succession or make other
arrangements satisfactory to Citibank as a retiring L/C Issuer to effectively assume the obligations of Citibank as issuer of such Letters of Credit. 

  
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 Section 9.07 Non-Reliance on Administrative Agent
and Other Lenders. Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties 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 any
related agreement or any document furnished hereunder or thereunder. 
 Section 9.08 No Other Duties, Etc. Anything herein to
the contrary notwithstanding, none of the Bookrunners, Arrangers or other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, Collateral Agent, a Lender or an L/C Issuer hereunder. Without limiting the foregoing, none of the Bookrunners, the Arrangers, or other agents listed on the cover page hereof in their respective capacities as
such, shall by reason of any Loan Document, have any fiduciary relationship in respect of any Loan Party, Lender or any other Person. 

Section 9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any
Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation 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 Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C
Obligations and all other Secured 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, the Collateral Agent and the Administrative Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Collateral Agent and the Administrative Agent and their respective agents and counsel and all other amounts due to the Lenders, the L/C Issuers and the
Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and 
 (ii) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and any custodian, curator,
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 or the Collateral 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 or the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents
and their respective agents and counsel, and any other amounts due the Administrative Agent or the Collateral Agent under Sections 2.09, 10.04 and 10.05. 

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 Secured 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.


  
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 Section 9.10 Collateral and Guaranty Matters. Each of the Lenders (including in its
capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably agree to (and authorize the Administrative Agent to act in accordance with) the following: 

(i) any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document
shall be automatically released (A) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations and (y) unmatured obligations and liabilities
under Cash Management Agreements and Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C
Issuers shall have been made), (B) at the time the property subject to such Lien is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document to any Person other than a Person
required to grant a Lien to the Administrative Agent or the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to grant a Lien to the Administrative Agent or the Collateral Agent on such asset, at the option of
the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (y) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently
with the transfer of such asset and (z) the priority of the new Lien is the same as that of the original Lien and the Lien of the Secured Parties on such asset is not impaired or otherwise adversely affected by such release and granting of such
new Lien as reasonably determined by the Administrative Agent), (C) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (D) to the extent such asset constitutes an
Excluded Asset or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; 

(ii) upon the request of the U.S. Borrower, the Administrative Agent and the Collateral Agent may release or subordinate any
Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 7.01(u) or (w) (in the case of clause (w), to the extent
required by the terms of the obligations secured by such Liens) pursuant to documents reasonably acceptable to the Administrative Agent; 

(iii) any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to
be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior
Notes, the Cash Flow Credit Agreement or any Junior Financing; 
 (iv) the Collateral Agent may, without any further consent
of any Lender, enter into (i) the ABL Intercreditor Agreement and/or (ii) a Junior Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permitted under Section 7.03 that is
intended to be secured on a junior basis to the Liens on the Collateral securing the Secured Obligations, in each case, where such Indebtedness is secured by Liens permitted under Section 7.01. The Collateral Agent may rely exclusively on a
certificate of a Responsible Officer of the U.S. Borrower as to whether any such other Liens are permitted. Any ABL Intercreditor Agreement or Junior Lien Intercreditor Agreement entered into by the Collateral Agent in accordance with the terms of
this Agreement shall be binding on the Secured Parties. 

  
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 Upon request by the Administrative Agent or the Collateral Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent will promptly upon the request of a Borrower (and each Lender irrevocably authorizes the
Administrative Agent and the Collateral Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as a Borrower may reasonably request to evidence the release or subordination of such item of
Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and
this Section 9.10 (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate of a Responsible Officer of the Borrowers to that effect provided to it by any Loan Party upon its reasonable request without
further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. For the avoidance of doubt, no release of Collateral or Guarantors
effected in the manner permitted by this Section 9.10 shall require the consent of any holder of obligations under Secured Hedge Agreements or any Cash Management Agreements. 

Section 9.11 Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the
benefits of Section 8.04, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or
under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.
Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising
under Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the
applicable Cash Management Bank or Hedge Bank, as the case may be. 
 Section 9.12 Withholding Tax. To the extent required by
any applicable Law, the Administrative Agent may withhold from any payment to any Lender, Swing Line Lender or the L/C Issuer an amount equal to any applicable withholding Tax. If the Internal Revenue Service, Canada Revenue Agency or any other
authority of the United States, Canada or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from any amount paid to or for the account of any Lender, Swing Line Lender or the L/C Issuer for any reason
(including because the appropriate form was not delivered or was not properly executed, or because such Lender, Swing Line Lender or the L/C Issuer failed to notify the Administrative Agent of a change in circumstances that rendered the exemption
from, or reduction of, withholding Tax ineffective), such Lender, Swing Line Lender or the L/C Issuer shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by a
Borrower and without limiting or expanding the obligation of any Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest thereon,
together with all expenses incurred, including legal expenses and any out-of-pocket expenses, whether or not such Tax was 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, Swing Line Lender or the L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender, Swing Line
Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, Swing Line Lender or the L/C Issuer under this Agreement or any other Loan Document against any amount
due to the Administrative Agent under this Article IX. The agreements in this Article 

  
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IX shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, Swing Line Lender or the L/C Issuer, the termination
of the Loans and the repayment, satisfaction or discharge of all obligations under this Agreement. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a
Lender, Swing Line Lender or the L/C Issuer any refund of Taxes withheld or deducted from funds paid for the account of such Lender, Swing Line Lender or the L/C Issuer. 

Section 9.13 Québec Security. 

(a) For greater certainty, and without limiting the powers of the Administrative Agent or the Collateral Agent, each of the Secured Parties
hereby irrevocably constitutes Citibank as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security
granted by any Loan Party on property pursuant to the laws of the Province of Québec in order to secure obligations of any Loan Party under any bond, debenture or other title of indebtedness, issued by any Loan Party, and hereby agrees that
the Collateral Agent may act as the holder and mandatary (i.e. agent) with respect to any shares, capital stock or other securities or any bond, debenture or other title of indebtedness that may be issued by any Loan Party and pledged in favor of
the Collateral Agent for the benefit of the Secured Parties. The execution by Citibank, acting as fondé de pouvoir and the Collateral Agent acting as mandatary prior to the execution of this Agreement or any Collateral Document of any
deeds of hypothec or other security documents is hereby ratified and confirmed. 
 (b) Notwithstanding the provisions of Section 32 of
An Act respecting the special powers of legal persons (Quebec), the Collateral Agent may acquire and be the holder of any bond or debenture issued by any Loan Party (i.e. the fondé de pouvoir may acquire and hold the first bond issued
under any deed of hypothec by any Loan Party). 
 (c) The constitution of Citibank as fondé de pouvoir, and of the Collateral
Agent as mandatary and holder with respect to any bond, debenture, shares, capital stock or other securities that may be issued and pledged from time to time to the Collateral Agent for the benefit of the Secured Parties, shall be deemed to have
been ratified and confirmed by each Person accepting an assignment of, or a participation in or an arrangement in respect of, all or any portion of any Secured Parties’ rights and obligations under this Agreement or any Collateral Document by
the execution of an assignment, including an assignment agreement or a joinder or other agreement pursuant to which it becomes such assignee or participant, and by each successor Collateral Agent by the execution of an assignment agreement or other
agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Collateral Agent under this Agreement and the Collateral Documents. 

(d) Citibank as fondé de pouvoir shall have the same rights, powers, immunities, indemnities and exclusions from liability as
are prescribed in favor of the Collateral Agent in this Agreement and the other Collateral Documents, which shall apply mutatis mutandis to Citibank acting as fondé de pouvoir. 

ARTICLE X 
 MISCELLANEOUS 

Section 10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no
consent to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent or ratification of the Required Lenders or such other
number or percentage of Lenders as may be specified herein) and the U.S. Borrower or the applicable Loan Party, as the case may 

  
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be, and acknowledged by the Administrative Agent (it being understood that such acknowledgement is ministerial in nature and must be made to the extent such amendment, waiver or consent otherwise
complies with the requirements of this Section 10.01), and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that (x) the Administrative Agent and the
U.S. Borrower may, without the consent of the Lenders, amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, typographical error, defect or inconsistency if such amendment, modification or supplement does not
adversely affect the rights of any Agent, any Lender or any L/C Issuer, (y) any amendment, waiver or consent to any Intercreditor Agreement shall only require the consent of any Loan Party to the extent expressly set forth therein and
(z) no such amendment, waiver or consent shall: 
 (i) amend the provisions hereof to permit Interest Periods in excess
of 6 months without the written consent of each Lender affected thereby; 
 (ii) extend or increase the Revolving Credit
Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02
or the waiver of any Default, mandatory prepayment or mandatory reduction of the Revolving Credit Commitments shall not constitute an extension or increase of any Revolving Credit Commitment of any Lender); 

(iii) 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, it being understood that the waiver of (or amendment to
the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest; 

(iv) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, L/C Borrowing or L/C Advance,
or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount (it being understood that (i) any change effected pursuant to clause (ix) or (x) below shall
not constitute such reduction and (ii) the waiver of any Default shall not constitute a reduction of interest); provided, however, that (A) only the consent of the Required Lenders shall be necessary to amend the definition
of “Default Rate”, (B) only the consent of the U.S. Required Lenders shall be necessary to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate with respect to the U.S. Revolving Credit
Facility and (C) only the consent of the Canadian Required Lenders shall be necessary to waive any obligation of the Borrowers to pay interest at the Default Rate with respect to the Canadian Revolving Credit Facility; 

(v) change (A) Section 8.04 in a manner that would alter the application of payments required thereby without the
written consent of each Lender or (B) the order of application of any reduction in the Revolving Credit Commitments or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.05(b) or
2.06(b),” respectively, in any manner that adversely affects the Lenders without the written consent of each Lender adversely affected thereby; 

(vi) change any provision of this Section 10.01 or the definition of “Required Lenders”, “U.S. Required
Lenders”, “Canadian Required Lenders”, “Supermajority Lenders”, “U.S. Supermajority Lenders” or “Canadian Supermajority 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 without the written consent of each Lender affected thereby; 

  
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 (vii) other than in a transaction permitted under Section 7.04 or
Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions or subordinate the Secured Parties’ Lien with respect to the Collateral without the written consent of each Lender
adversely affected thereby; provided that the Collateral Agent may, without consent from any Revolving Credit Lender, release any Collateral that is sold or transferred by a Loan Party, in each case in compliance with Sections 7.04 or
7.05 or released in compliance with Section 9.10(i), (ii) or (iii) (in which case such release shall be made by the Administrative Agent and/or the Collateral Agent acting alone); 

(viii) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially
all of the value of the Guaranties, without the written consent of each Lender adversely affected thereby, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release
shall be made by the Administrative Agent acting alone); 
 (ix) (A) change the advance rates set forth in the
definition of “U.S. Borrowing Base” in a manner that is intended to increase the availability under the U.S. Borrowing Base in any material respect or (B) change the advance rates set forth in the definition of “Canadian
Borrowing Base” in a manner that is intended to increase the availability under the Canadian Borrowing Base in any material respect, in each case, without the written consent of all Lenders; or 

(x) (A) change or otherwise modify the eligibility criteria, eligible asset classes, reserves, sublimits in respect of the
Borrowing Base, or add new asset categories to the Borrowing Base, including, without limitation, “Eligible Accounts” and “Eligible Inventory”, if such change, modification or addition is intended to increase availability under
the Borrowing Base in any material respect, in each case without the written consent of the Supermajority Lenders; provided that this clause (x) shall not limit the discretion of the Administrative Agent to change, establish or eliminate
any reserves, to add assets acquired in an Acquisition to the Borrowing Base or to otherwise exercise its discretion or Credit Judgment in respect of any determination expressly provided hereunder to be made by the Administrative Agent in its
discretion or Credit Judgment, all to the extent otherwise set forth herein; 
 and provided, further, that: (i) no amendment, waiver or
consent shall, unless in writing and signed by each applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued
or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement;
(iii) 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 or duties of the Administrative Agent under this Agreement or any other Loan
Document; (iv) Section 10.06(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other
modification; (v) no amendment, waiver or consent which would require the consent of a Lender but for the fact that it is a Defaulting Lender shall be enforced against it without its consent if such amendment, waiver or consent affects such
Defaulting Lender in a disproportionate manner; and (vi) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above, affect the rights or duties of the Collateral Agent
under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove 

  
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any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood
that any Revolving Credit Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded from a vote of the Lenders hereunder requiring any consent of the Lenders). 

Notwithstanding anything to the contrary contained in this Section 10.01, guarantees, collateral security documents and related documents
executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at
the request of the U.S. Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities,
omissions, mistakes or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents. 

If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent
of each Lender and that has been approved by the Required Lenders, the U.S. Borrower may replace such non-consenting Lender in accordance with Section 10.13. 

Section 10.02 Notices; Effectiveness; Electronic Communication. 

(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 telecopier 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 any Loan Party, the Administrative Agent, the Collateral Agent, an L/C Issuer or the Swing Line Lender, to the
address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02(a); and 

(ii) if to any other Lender, to the address, telecopier 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 telecopier 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). 
 (b) Electronic Communications. Notices and other communications to the Lenders and the L/C
Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices to any Lender or L/C Issuer pursuant to Article II if such Lender or L/C Issuer, 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 U.S. 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. 

  
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 Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received when sent; 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 shall be deemed received upon the deemed receipt
by the intended recipient at its e-mail 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, “Agent Parties”) have any liability to any Borrower, any Lender, any L/C Issuer or any other Person for
losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through electronic telecommunications or
other information transmission systems, except for direct or “economic” (as such term is used in Title 18, United States Code, Section 1030(g)) (as opposed to special, indirect, consequential or punitive) losses, claims, damages,
liabilities or expenses to the extent that such losses, claims, damages, liabilities or expenses (x) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document in respect of
Borrower Materials made available through electronic telecommunications or other information transmission systems, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction; provided, however, that in no event shall any Agent Party have any liability to any Borrower, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to such direct or “economic” damages). 
 (d) Change of Address, Etc. Each of the Loan Parties, the
Administrative Agent, each L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by notice to the U.S. Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent
from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier 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 Borrowers or their securities for purposes of United States Federal or state securities laws. 

  
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 (e) Reliance by Administrative Agent, L/C Issuers and Lenders. The Administrative Agent
and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of the Borrowers or any other Loan Party 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 U.S. Borrower shall indemnify the Administrative
Agent, each L/C Issuer, 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 Borrowers in the absence
of gross negligence or willful misconduct. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

Section 10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or L/C Issuer or by the Administrative Agent
to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder 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 are cumulative and not exclusive of any rights, remedies, powers and privileges provided by
Law. 
 Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and
remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively
by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) any L/C Issuer or the Swing Line Lender from exercising the rights and remedies
that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender from exercising setoff rights in accordance with Section 10.08
(subject to the terms of Section 2.13) or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and
provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Required Lenders shall have the rights otherwise ascribed to the Administrative
Agent pursuant to Section 8.02 and (y) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce
any rights and remedies available to it and as authorized by the Required Lenders. 
 Section 10.04 Expenses; Indemnity; Damage
Waiver. 
 (a) Costs and Expenses. Holdings and the U.S. Borrower jointly and severally agree to pay (i) all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred 

  
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by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or any L/C Issuer) 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, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the U.S. Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and
up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this subsection (a) unless, in the opinion of counsel, representation of all such indemnified persons would be inappropriate due to the existence
of an actual or potential conflict of interest. 
 (b) Indemnification. Holdings and the U.S. Borrower, jointly and severally, shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender each L/C Issuer, 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 and reasonably related expenses (including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any 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-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit
or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the U.S. Borrower or any of its Subsidiaries, or any Environmental Liability of the U.S. Borrower or any of
its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing brought by a third party or by any Borrower or any other Loan Party or any of such Borrower’s or such Loan
Party’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 nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a
claim brought by any Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 
 (c) Reimbursement by
Lenders. To the extent that Holdings and the U.S. Borrower for any reason fail indefeasibly to pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it or them to the Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), each L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Adjusted 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) or an L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent 

  
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(or any such sub-agent) or an L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the
provisions of Section 2.12(d). For the avoidance of doubt, nothing in this Section 10.04(c) shall relieve Holdings or the U.S. Borrower from its obligations under Section 10.04(b). 

(d) Waiver of Consequential Damages. To the fullest extent permitted by applicable Law, no Borrower or Indemnitee shall assert, and
each Borrower and Indemnitee hereby waives, any claim, 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 Letter of Credit 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 by it 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
nonappealable judgment of a court of competent jurisdiction. 
 (e) Payments. All amounts due under this Section 10.04 shall be
payable not later than ten Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was
not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.04. 

(f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swing
Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Secured Obligations. 

Section 10.05 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower or any other Loan Party is made
to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off 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, such L/C
Issuer or such Lender in 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 (i) 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 set-off had not occurred, and (ii) each Lender and L/C Issuer
severally agrees to pay to the Administrative Agent upon demand its applicable share 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 and the L/C Issuers under clause (ii) of the preceding sentence shall survive the payment in full of the Secured Obligations and the
termination of this Agreement. 
 Section 10.06 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 U.S. 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 

  
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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 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f), or (iv) to an SPC
in accordance with the provisions of Section 10.06(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, is intended to confer, shall be construed to
confer, or shall 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 10.06 and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers 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 Revolving Credit Commitment(s) and the Loans (including for purposes of this Section 10.06(b), L/C Participations, Swing Line Participations and Protective Advance Participations) 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 Revolving
Credit 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 

(B) in any case not described in subsection (b)(i)(A) of this Section 10.06, the aggregate amount of the Revolving Credit
Commitment (which for this purpose includes Loans, L/C Participations, Swing Line Participations and Protective Advance Participations outstanding thereunder) or, if the Revolving Credit 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 $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the U.S. 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 or the Revolving Credit Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in
respect of Swing Line Loans. 
 (iii) Required Consents. No consent shall be required for any assignment except to the
extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition: 
 (A) the consent of the U.S. Borrower
(such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under clause (a), or 

  
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clause (f) or (g) (with respect to a Borrower only) of Section 8.01 has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender (other than
a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) of similar creditworthiness or an Approved Fund; 

(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 Revolving Credit Commitment if such assignment is to a Defaulting Lender or to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; 

(C) the consent of each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment to a Defaulting Lender or that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and 

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment to a Defaulting Lender or in respect of the Revolving Credit Facility. 
 (iv) Assignment and
Assumption. The parties to each assignment shall execute (except as otherwise contemplated in the penultimate sentence of Section 10.13) and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and
recordation fee in the amount of $3,500; provided, however, 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. 
 (v) No Assignment to Certain
Persons. No such assignment shall be made to (i) the U.S. Borrower or any of the U.S. Borrower’s Subsidiaries or Affiliates or (ii) any Person that is a Disqualified Lender (it being understood that the Administrative Agent shall
have no obligation or duty to monitor or track whether any Disqualified Lender shall have become an assignee or Lender hereunder). 

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person. 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, 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 10.04 with respect to facts and circumstances
occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Notes, the U.S. 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 10.06(d). 

  
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 (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the
U.S. 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 Revolving Credit Commitments of,
and principal and interest amounts of the Loans and L/C Obligations 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
each Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the U.S. Borrower and with respect to such Lender’s own interest only, any Lender, at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request
for a consent for a material or other substantive change to the Loan Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register. This Section 10.06(c) and Section 2.11 shall be construed
so that all Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or any other relevant or successor provisions of the Code
or of such Treasury regulations). 
 (d) Participations. Any Lender may at any time, without the consent of, or notice to, any
Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, the U.S. Borrower or any of the U.S. Borrower’s Subsidiaries or Affiliates or any Disqualified Lender (it being understood the Administrative
Agent shall have no duty to monitor or track whether a Disqualified Lender has become a Participant hereunder)) (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 Revolving Credit Commitment and/or the Loans (including such Lender’s participations in L/C Obligations, Swing Line Loans and/or Protective Advances) 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 Borrowers, the Administrative Agent,
the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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 the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents;
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 clause (y) of the first proviso to
Section 10.01 that directly affects such Participant. Subject to subsection (e) of this Section 10.06, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the
requirements and limitations of those Sections, including Section 3.01(e)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by Law, each Participant
also shall be entitled to the benefits of Section 10.08 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 a non-fiduciary agent of the applicable 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 this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or Letters
of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary in connection with an audit or other proceeding to establish that such Commitment, Loan, Letter of Credit or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive and such Lender (and the applicable Borrower, to the extent
that the Participant requests payment from such Borrower) 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.


  
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 (e) Limitation 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 is
made with the U.S. Borrower’s prior written consent, not to be unreasonably withheld or delayed. 
 (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) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the U.S. Borrower (an “SPC”) the option to provide all or any
part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to
exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is
required under Section 2.12(b)(i). Subject to the provisions of this subsection (g), the Loan Parties agree that each SPC shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements
and limitations of those sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. Each party hereto hereby agrees that (i) neither the grant to any SPC nor
the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for
any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of
any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or
other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any
State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the U.S. Borrower and the Administrative Agent, assign all or any portion of its right to receive payment
with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or
provider of any surety or guaranty or credit or liquidity enhancement to such SPC. 
 (h) Resignation as an L/C Issuer or Swing Line
Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), Citibank may, (i) upon
30 days’ notice to the U.S. Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the U.S. Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line
Lender, the U.S. Borrower shall be entitled to appoint from among the Lenders a successor 

  
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L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the U.S. Borrower to appoint any such successor shall affect the resignation of Citibank as an L/C
Issuer or the Swing Line Lender, as the case may be. If Citibank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it which remain
outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund L/C Participations). If Citibank resigns as the Swing
Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make
Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (i) such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (ii) such successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by
the retiring L/C Issuer and remaining outstanding at the time of such succession or make other arrangements satisfactory to Citibank to effectively assume the obligations of Citibank with respect to such Letters of Credit. 

Section 10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers
agrees to maintain the confidentiality of the Information (as defined below) and not to disclose such information, except that Information may be disclosed: (i) to its Affiliates and to it and its Affiliates’ respective partners,
directors, officers, employees, agents, trustees, advisors and representatives (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); (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the
Administrative Agent or such Lender or L/C Issuer, as applicable, shall notify the U.S. Borrower prior to such disclosure, in any case, to the extent legally permissible; (iii) to the extent required by applicable Laws or regulations or by any
subpoena or similar legal process; (iv) to any other party hereto; (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder; (vi) subject to an agreement containing provisions at least as restrictive as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c) or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to any Borrower and its obligations; (vii) with the consent of the U.S. Borrower; or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or
(B) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the U.S. Borrower. 

For purposes of this Section, “Information” means all information received from Holdings, the U.S. Borrower or any of its
Subsidiaries or Related Parties relating to Holdings or the U.S. Borrower or any Subsidiary or Related Party or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender or L/C
Issuer on a nonconfidential basis prior to disclosure by Holdings or the U.S. Borrower or any Subsidiary other than by breach of this Section 10.07; provided that, in the case of information received from Holdings or the U.S. Borrower or
any Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential or is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof. Any Person required to maintain the confidentiality of
Information as provided in this Section 10.07 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. Notwithstanding the foregoing, 

  
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any Agent and any Lender may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or
worldwide web as it may choose, and circulate similar promotional materials, after the closing of the transactions contemplated by this Agreement in the form of a “tombstone” or otherwise describing the names of the Loan Parties, or any of
them, and the amount, type and closing date of such transactions, all at their sole expense. 
 Each of the Administrative Agent, the
Lenders and the L/C Issuers acknowledge that (i) the Information may include material non-public information concerning Holdings, the U.S. Borrower or one or more Subsidiaries, as the case may be,
(ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information
in accordance with applicable Laws, including Federal, state and provincial securities Laws. 
 Section 10.08 Right of Setoff.
If an Event of Default shall have occurred and be continuing, each Lender and each L/C Issuer 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 currency) at any time owing by such Lender, L/C Issuer or any such Affiliate to
or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or an L/C
Issuer, irrespective of whether or not such Lender or L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured or are owed
to a branch or office of such Lender or L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuers and their respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuers or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the U.S. 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. 

Section 10.09 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 U.S. 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, (i) characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (ii) exclude voluntary prepayments and the effects thereof and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Secured
Obligations hereunder. 
 Section 10.10 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 when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement. 

  
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 Section 10.11 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 Agent or any Lender or on their behalf and notwithstanding that the Agent or any Lender may have had notice or knowledge of any
Default or Event of Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Secured Obligation shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

 Section 10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or
unenforceable, (i) 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 (ii) 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. 
 Section 10.13
Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, if any Lender’s obligations to make, continue or convert to Eurodollar Rate Loans has been suspended pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives
the U.S. Borrower the right to replace a Lender as a party hereto (including but not limited to the last paragraph of Section 10.01), then the U.S. 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 10.06), all of its interests, rights 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: 

(i) the U.S. Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b); 

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the applicable Borrower (in the case of all other amounts); 
 (iii) in the case of any 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; and 

(iv) such assignment does not conflict with applicable Laws; and 

(v) in the case of any replacement of Lenders under the circumstances described in last paragraph of Section 10.01, the
applicable amendment, waiver, discharge or termination that the U.S. Borrower has requested shall become effective upon giving effect to such replacement (and any related Assignment and Assumptions required to be effected in connection therewith in
accordance with this Section 10.13). 

  
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 In connection with the replacement of a Defaulting Lender pursuant to this Section 10.13, no
signature of such Defaulting Lender to the Assignment and Assumption shall be required to properly effect the assignment of Loans held by such Defaulting Lender. 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 U.S. Borrower to require such assignment and delegation cease to apply. 

Section 10.14 Governing Law; Jurisdiction Etc. 

(a) Governing Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND OTHER THAN AS EXPRESSLY SET FORTH IN
SUCH OTHER LOAN DOCUMENTS) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION,
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500, IN THE CASE OF DOCUMENTARY LETTERS OF CREDIT OR TRADE LETTERS OF
CREDIT, AND THE INTERNATIONAL STANDBY PRACTICES 1998 PUBLISHED BY THE INSTITUTE OF INTERNATIONAL BANKING LAW & PRACTICE, INC. (OR SUCH LATER VERSION THEREOF AS MAY BE IN EFFECT AT THE TIME OF ISSUANCE), IN THE CASE OF STANDBY LETTERS OF
CREDIT AND, AS TO MATTERS NOT GOVERNED BY SUCH UNIFORM CUSTOMS AND/OR INTERNATIONAL STANDBY PRACTICES, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK). 
 (b) Submission to Jurisdiction. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF 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 MAY 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 OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 

  
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 (c) Waiver of Venue. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW 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
10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

Section 10.15 [Reserved]. 

Section 10.16 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. 

Section 10.17 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the U.S. Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A)
the arranging and other services regarding this Agreement provided by the Administrative Agent, the Bookrunners and the Lenders are arm’s-length commercial transactions between the U.S. Borrower, Holdings
and their respective Affiliates, on the one hand, and the Administrative Agent, the Bookrunners and the Lenders, on the other hand, (B) each of the U.S. Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (C) each of the U.S. Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan
Documents; (ii) (A) the Administrative Agent, each Bookrunner and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for the U.S. Borrower, Holdings or any of their respective Affiliates, or any other Person and (B) none of the Administrative Agent, any Bookrunner nor any Lender in their capacities as Administrative Agent,
Bookrunner or Lender has any obligation to the Borrowers, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and
(iii) the Administrative Agent, each Bookrunner, each Lender and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, Holdings and their respective
Affiliates, and none of the Administrative Agent, any Bookrunner nor any Lender has any obligation to disclose any of such interests to the Borrowers, Holdings or any of their respective Affiliates. To the fullest extent permitted by law, each of
the U.S. Borrower 

  
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and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, any Bookrunner or any Lender with respect to any breach or alleged breach of agency or
fiduciary duty in connection with any aspect of any transaction contemplated hereby. 
 Section 10.18 Electronic Execution of
Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers
and consents) 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. 
 Section 10.19 USA PATRIOT Act Notice. Each Lender
that is subject to the USA PATRIOT Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” Laws and the Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act or such other Laws, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of each
Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Borrower in accordance with the USA PATRIOT Act and such other Laws. Each Borrower shall, promptly following a request by the
Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable anti-money laundering,
anti-terrorist financing, government sanction and “know your client” Laws, including the USA PATRIOT Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada). 

Section 10.20 Intercreditor Agreements. Each Lender and L/C Issuer hereunder (on behalf of itself and any Secured Parties that may
be its Affiliate): (a) consents to the subordination of Liens provided for in the Intercreditor Agreements, (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements and
(c) authorizes and instructs the Collateral Agent and/or the Administrative Agent to enter into the Intercreditor Agreements as the ABL Agent (as such term or similar term is defined in the Intercreditor Agreements) on behalf of such Lender and
L/C Issuer. The foregoing provisions are intended as an inducement to the Cash Flow Secured Parties (as defined in the ABL Intercreditor Agreement) to enter into the arrangements contemplated by the Cash Flow Documents (as defined in the ABL
Intercreditor Agreement) are intended third party beneficiaries of such provisions and the provisions of the ABL Intercreditor Agreement. 

Section 10.21 Lender Loss Sharing Agreement. 

(a) Definitions. As used in this Section, the following terms shall have the following meanings: 

(i) “CAM” means the mechanism for the allocation and exchange of interests in the Loans, participations in
Letters of Credit and collections thereunder established under Section 10.21(b). 
 (ii) “CAM Exchange”
means the exchange of the Revolving Lenders’ interests provided for in Section 10.21(b). 

  
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 (iii) “CAM Exchange Date” means the first date after the Closing
Date on which there shall occur (a) any event described in paragraph (f) or (g) of Section 8.01 with respect to any Loan Party or (b) an acceleration of Loans and termination of the Revolving Credit Commitments pursuant to
Article VIII. 
 (iv) “CAM Percentage” means, as to each Revolving Credit Lender, a fraction, expressed as a
decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of the Revolving Credit Exposure owed to such Revolving Lender (whether or not at the time due and payable) and (b) the denominator shall be the aggregate Dollar
Equivalent (as so determined) of the Credit Exposure owed to all the Revolving Credit Lenders (whether or not at the time due and payable). 

(v) “Designated Obligations” means all Secured Obligations of the Borrowers with respect to (a) principal
and interest under the Loans, (b) Unreimbursed Amounts and interest thereon and (c) fees under Section 2.09. 
 (b) CAM
Exchange. 
 (i) On the CAM Exchange Date, 

(A) the Canadian Commitments and the U.S. Commitments shall terminate in accordance with Article VIII; 

(B) each U.S. Revolving Lender shall fund in Dollars its participation in any outstanding Protective Advances and Swing Line
Loans in accordance with Section 2.01(c) and Section 2.04 of this Agreement; 
 (C) each Canadian Revolving Lender
shall fund in Dollars at par the Dollar Equivalent of its participation in any outstanding Protective Advances in accordance with Section 2.01(c) of this Agreement; 

(D) each U.S. Revolving Lender shall fund in Dollars its participation in any Unreimbursed Amount, and 

(E) the Lenders shall purchase in Dollars at par interests in the Designated Obligations under each Facility (pro rata in
respect of the obligations of the U.S. Borrower and the Canadian Borrower, respectively, in the case of the Canadian Facility) (and shall make payments in Dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary
to give effect to such purchases) and shall assume the obligations to reimburse the applicable L/C Issuers for Unreimbursed Amounts such that, in lieu of the interests of each Lender in the Designated Obligations under the Facility in which it shall
have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations of the Canadian Borrower and the U.S. Borrower immediately
following the CAM Exchange. 
 (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by
this Section 10.21 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders all such promissory notes and other instruments and documents as the Administrative Agent shall
reasonably request to evidence and confirm the respective interests and obligations of the 

  
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Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans under this Agreement to the
applicable Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or
effectiveness of the CAM Exchange. 
 (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each
payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. 

(iv) In the event that on or after the CAM Exchange Date, the aggregate amount of the Designated Obligations shall change as a
result of the making of a disbursement under a Letter of Credit by an L/C Issuer that is not reimbursed by the applicable Borrower, then each Lender shall promptly reimburse such L/C Issuer in Dollars for its CAM Percentage of such unreimbursed
payment in the Dollar Amount thereof. 
 (c) Notwithstanding any other provision of this Section 10.21, the Administrative Agent and
each Lender agree that if the Administrative Agent or a Lender is required under applicable law or practice of a Governmental Authority to withhold or deduct any Taxes or other amounts from payments made by it hereunder or as a result hereof, such
Person shall be entitled to withhold or deduct such amounts and pay over such Taxes or other amounts to the applicable Governmental Authority imposing such Tax without any obligation to indemnify such Administrative Agent or any Lender with respect
to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by the Administrative Agent or any Lender subject to such withholding to the Administrative Agent or any other
Lender making such withholding and paying over such amounts, but without diminution of the rights of the Administrative Agent or such Lender subject to such withholding as against the Borrowers and the other Loan Parties to the extent (if any)
provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated, for the purpose of this Section 10.21, as having been paid to the Administrative Agent or such Lender with respect to which such
withholding or deduction was made. The parties hereto do not intend for a CAM Exchange to result in a settlement, extinguishment or substitution of indebtedness by any Borrower. 

Section 10.22 Judgment Currency. 

If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrowers hereunder in the currency
expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance
with normal banking procedures any Lender could purchase the specified currency with such other currency at such Lender’s New York office on the Business Day preceding that on which final judgment is given. The obligations of the Borrowers
in respect of any sum due to any Lender hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender of any sum adjudged to
be so due in such other currency such Lender may in accordance with normal banking procedures purchase the specified currency with such other currency; if the amount of the specified currency so purchased is less than the sum originally due to such
Lender in the specified currency, the Borrowers agree, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Lender against such loss, and if the amount of the specified
currency so purchased exceeds the sum originally due to such Lender in the specified currency, such Lender agrees to remit such excess to the Borrowers. 

  
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 ARTICLE XI 

U.S. LOAN GUARANTEE 

Section 11.01 The Guaranty. Each U.S. Guarantor hereby jointly and severally with the other U.S. Guarantors
guarantees (and, solely in the case of the Canadian Obligations, with the Canadian Guarantors pursuant to the Canadian Guaranty), as a primary obligor and not merely as a surety to each Secured Party and their respective successors and assigns, the
prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the
provisions of (i) Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by
each Lender of, the Borrowers, and all other Secured Obligations (other than with respect to any U.S. Guarantor, Excluded Swap Obligations of such U.S. Guarantor) from time to time owing to the Secured Parties by any Loan Party under any Loan
Document or any Secured Hedge Agreement or any Cash Management Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “U.S. Guaranteed Obligations”). The U.S.
Guarantors hereby jointly and severally (or, solely in the case of the Canadian Obligations, jointly and severally with the other U.S. Guarantors and the Canadian Guarantors) agree that if any Borrower or other U.S. Guarantor(s) (or, solely in the
case of the Canadian Obligations, any Canadian Guarantor pursuant to the Canadian Guaranty) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the U.S. Guaranteed Obligations, the U.S. Guarantors
will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the U.S. Guaranteed Obligations, the same will be promptly paid in full when due (whether at
extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. 
 Section 11.02
Obligations Unconditional. The obligations of the U.S. Guarantors under Section 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and
several, irrespective of the value, genuineness, validity, regularity or enforceability of the U.S. Guaranteed Obligations of the Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein,
or any substitution, release or exchange of any other guarantee of or security for any of the U.S. Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or
defense of a surety or U.S. Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the U.S. Guarantors
hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above: 

(a) at any time or from time to time, without notice to the U.S. Guarantors, to the extent permitted by Law, the time for any
performance of or compliance with any of the U.S. Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; 

(b) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or
instrument referred to herein or therein shall be done or omitted; 
 (c) the maturity of any of the U.S. Guaranteed
Obligations shall be accelerated, or any of the U.S. Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any
respect or any other guarantee of any of the U.S. Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; 

  
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 (d) any Lien or security interest granted to, or in favor of, an L/C Issuer or
any Lender or Agent as security for any of the U.S. Guaranteed Obligations shall fail to be perfected; or 
 (e) the release
of any other U.S. Guarantor pursuant to Section 11.10 or, solely in the case of the Canadian Obligations, release of a Canadian Guarantor pursuant to Section 12.10. 

The U.S. Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices
whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the U.S. Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against
any other person under any other guarantee of, or security for, any of the U.S. Guaranteed Obligations. The U.S. Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual
of any of the U.S. Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this U.S. Guaranty or acceptance of this U.S. Guaranty, and the U.S. Guaranteed Obligations, and any of them, shall conclusively be deemed to have
been created, contracted or incurred in reliance upon this U.S. Guaranty, and all dealings between the U.S. Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this U.S. Guaranty.
This U.S. Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the U.S. Guaranteed Obligations at any time or from time to time held by
Secured Parties, and the obligations and liabilities of the U.S. Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrowers or
against any other person which may be or become liable in respect of all or any part of the U.S. Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in
full force and effect and be binding in accordance with and to the extent of its terms upon the U.S. Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns,
notwithstanding that from time to time during the term of this Agreement there may be no U.S. Guaranteed Obligations outstanding 

Section 11.03 Reinstatement. The obligations of the U.S. Guarantors under this Article XI shall be automatically reinstated if and
to the extent that for any reason any payment by or on behalf of the U.S. Borrower or other Loan Party in respect of the U.S. Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the U.S. Guaranteed Obligations,
whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise. 
 Section 11.04 Subrogation;
Subordination. Each U.S. Guarantor hereby agrees that until the payment and satisfaction in full in cash of all U.S. Guaranteed Obligations (other than (x) obligations under Secured Hedge Agreements and Cash Management Agreements not yet
due and payable and (y) contingent indemnification obligations not yet accrued and payable), the expiration or termination of the Revolving Credit Commitments of the Lenders under this Agreement and the termination or expiration of all Letters
of Credit (except any Letter of Credit the Outstanding Amount of which the Secured Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in
place), it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the U.S. Borrower or any
other Guarantor of any of the U.S. Guaranteed Obligations or any security for any of the U.S. Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Sections 7.03(b)(ii) or 7.03(d) shall be subordinated to such Loan
Party’s Secured Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness. 
 Section 11.05
Remedies. The U.S. Guarantors jointly and severally agree that, as between the U.S. Guarantors and the Lenders, the obligations of the 

  
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Borrowers under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and
payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable)
as against the U.S. Borrower or the Canadian Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the U.S. Borrower
or the Canadian Borrower) shall forthwith become due and payable by the U.S. Guarantors for purposes of Section 11.01 

Section 11.06 Instruments for the Payment of Money. Each U.S. Guarantor hereby acknowledges that the guarantee in this Article XI
constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such U.S. Guarantor in the payment of any moneys due hereunder, shall have the right to bring a
motion-action under New York CPLR Section 3213 
 Section 11.07 Continuing Guaranty. The guarantee in this Article XI is a
continuing guarantee of payment, and shall apply to all U.S. Guaranteed Obligations whenever arising. 
 Section 11.08 General
Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law
affecting the rights of creditors generally, if the obligations of any U.S. Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other
creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such U.S. Guarantor, any other Loan Party or
any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.11) that is valid and enforceable and not subordinated to the claims of other creditors as
determined in such action or proceeding. 
 Section 11.09 Information. Each U.S. Guarantor assumes all responsibility for being
and keeping itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the U.S. Guaranteed Obligations and the nature, scope and extent of the risks that each U.S.
Guarantor assumes and incurs under this U.S. Guaranty, and agrees that none of any Agent, any L/C Issuer or any Lender shall have any duty to advise any U.S. Guarantor of information known to it regarding those circumstances or risks. 

Section 11.10 Release of U.S. Subsidiary Guarantors. If, in compliance with the terms and provisions of the Loan Documents,
(i) all or substantially all of the Equity Interests or property of any U.S. Subsidiary Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or
(ii) any U.S. Subsidiary Guarantor becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under
this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of the
Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the U.S. Borrower shall have provided the Agents such certifications or
documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in
accordance with the relevant provisions of the Collateral Documents. When all Revolving Credit Commitments hereunder have terminated or expired, and all Loans or other Secured Obligations (other than (x) obligations under Secured Hedge
Agreements and Cash Management Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued and payable) which are accrued and payable have been paid or satisfied in full in cash, and no Letter of Credit
remains outstanding (except any Letter of Credit the Outstanding Amount of which the Secured Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has
been put in place), this Agreement, the other Loan Documents and the U.S. Guaranty made herein shall terminate with respect to 

  
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all Secured Obligations, except with respect to Secured Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent
shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such U.S. Guarantor in accordance with the relevant provisions of the Collateral Documents. 

Section 11.11 Right of Contribution. Each U.S. Guarantor hereby agrees that to the extent that a U.S. Guarantor shall have paid
more than its proportionate share of any payment made hereunder, such U.S. Guarantor shall be entitled to seek and receive contribution from and against any other U.S. Guarantor (or, solely in the case of Canadian Obligations, any Canadian
Guarantor) hereunder which has not paid its proportionate share of such payment. Each U.S. Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04. The provisions of this Section 11.11 shall in
no respect limit the obligations and liabilities of any U.S. Guarantor to the Administrative Agent, the Collateral Agent the L/C Issuer, the Swing Line Lender and the Lenders, and each U.S. Guarantor shall remain liable to the Administrative Agent,
the Collateral Agent the L/C Issuer, the Swing Line Lender and the Lenders for the full amount guaranteed by such U.S. Guarantor hereunder, 

Section 11.12 Cross-Guaranty. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of
any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.12 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified
ECP Guarantor’s obligations and undertakings under this Section 11.12 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each
Qualified ECP Guarantor under this Section 11.12 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full and all Revolving Credit Commitments have been terminated. Each Qualified ECP
Guarantor intends that this Section 11.12 constitute, and this Section 11.12 shall be deemed to constitute, an agreement for the benefit of each Specified Guarantor for all purposes of the Commodity Exchange Act. 

ARTICLE XII 
 CANADIAN LOAN
GUARANTY 
 Section 12.01 The Guaranty. Each Canadian Guarantor hereby jointly and severally with the other Canadian
Guarantors guarantees (and jointly and severally with the U.S. Guarantors pursuant to the U.S. Guaranty), as a primary obligor and not merely as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full
when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of
(i) Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Canadian Revolving Credit Loans made by the Canadian Revolving Credit
Lenders to, and the Canadian Revolving Credit Notes held by each Canadian Revolving Credit Lender of, the Canadian Borrower, and all other Canadian Obligations (other than with respect to any Canadian Guarantor, Excluded Swap Obligations of such
Canadian Guarantor) from time to time owing to the Secured Parties by any Canadian Loan Party under any Loan Document or any Secured Hedge Agreement or any Cash Management Agreement, in each case strictly in accordance with the terms thereof (such
obligations being herein collectively called the “Canadian Guaranteed Obligations”). The Canadian Guarantors hereby jointly and severally agree with the other Canadian Guarantors and the U.S. Guarantors that if the Canadian Borrower
or other Canadian Guarantor(s) or U.S. Guarantor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Canadian Guaranteed Obligations, the Canadian Guarantors, together with the U.S. Guarantors
pursuant to the U.S. Guaranty, will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Canadian Guaranteed Obligations, the same will be promptly
paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. 

  
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 Section 12.02 Obligations Unconditional. The obligations of the Canadian Guarantors
under Section 12.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or
enforceability of the Canadian Guaranteed Obligations of the Canadian Borrower under this Agreement, the Canadian Revolving Credit Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or
exchange of any other guarantee of or security for any of the Canadian Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Canadian
Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Canadian Guarantors hereunder which shall
remain absolute, irrevocable and unconditional under any and all circumstances as described above: 
 (a) at any time or from
time to time, without notice to the Canadian Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Canadian Guaranteed Obligations shall be extended, or such performance or compliance shall be
waived; 
 (b) any of the acts mentioned in any of the provisions of this Agreement or the Canadian Revolving Credit Notes,
if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; 
 (c) the maturity of
any of the Canadian Guaranteed Obligations shall be accelerated, or any of the Canadian Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein
shall be amended or waived in any respect or any other guarantee of any of the Canadian Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or
otherwise dealt with; 
 (d) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent
as security for any of the Canadian Guaranteed Obligations shall fail to be perfected; or 
 (e) the release of any other
Canadian Guarantor pursuant to Section 12.10 or any U.S. Guarantor pursuant to Section 11.10. 
 The Canadian Guarantors hereby
expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Canadian Borrower
under this Agreement or the Canadian Revolving Credit Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Canadian Guaranteed
Obligations. The Canadian Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Canadian Guaranteed Obligations and notice of or proof of reliance by
any Secured Party upon this Canadian Guaranty or acceptance of this Canadian Guaranty, and the Canadian Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Canadian
Guaranty, and all dealings between the Canadian Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Canadian Guaranty shall be construed as a continuing,
absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Canadian Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of
the Canadian Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Canadian Borrower or against any other


  
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person which may be or become liable in respect of all or any part of the Canadian Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect
thereto. This Canadian Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Canadian Guarantors and the successors and assigns thereof, and shall inure to the benefit of the
Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Canadian Guaranteed Obligations outstanding. 

Section 12.03 Reinstatement. The obligations of the Canadian Guarantors under this Article XI shall be automatically reinstated if
and to the extent that for any reason any payment by or on behalf of the Canadian Borrower or other Loan Party in respect of the Canadian Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Canadian
Guaranteed Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise. 

Section 12.04 Subrogation; Subordination. Each Canadian Guarantor hereby agrees that until the payment and satisfaction in full in
cash of all Canadian Guaranteed Obligations (other than (x) obligations under Secured Hedge Agreements and Cash Management Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued and payable) and
the expiration or termination of the Canadian Revolving Credit Commitments of the Canadian Revolving Credit Lenders under this Agreement, it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of
any performance by it of its guarantee in Section 12.01, whether by subrogation or otherwise, against the Canadian Borrower or any other Canadian Guarantor or any U.S. Guarantor of any of the Canadian Guaranteed Obligations or any security for
any of the Canadian Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Sections 7.03(b)(ii) or 7.03(d) shall be subordinated to such Loan Party’s Secured Obligations in the manner set forth in the Intercompany Note
evidencing such Indebtedness. 
 Section 12.05 Remedies. The Canadian Guarantors jointly and severally agree that, as between
the Canadian Guarantors and the Canadian Revolving Credit Lenders, the obligations of the Canadian Borrower under this Agreement and the Canadian Revolving Credit Notes, if any, may be declared to be forthwith due and payable as provided in
Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 12.01, notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as against the Canadian Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such
obligations (whether or not due and payable by the Canadian Borrower) shall forthwith become due and payable by the Canadian Guarantors for purposes of Section 12.01 

Section 12.06 Instruments for the Payment of Money. Each Canadian Guarantor hereby acknowledges that the guarantee in this Article
XI constitutes an instrument for the payment of money, and consents and agrees that any Canadian Revolving Credit Lender or Agent, at its sole option, in the event of a dispute by such Canadian Guarantor in the payment of any moneys due hereunder,
shall have the right to bring a motion-action under New York CPLR Section 3213 
 Section 12.07 Continuing Guaranty. The
guarantee in this Article XI is a continuing guarantee of payment, and shall apply to all Canadian Guaranteed Obligations whenever arising. 

Section 12.08 General Limitation on Guarantee. In any action or proceeding involving any state corporate limited partnership or
limited liability company law, or any applicable Debtor Relief Law, if the obligations of any Canadian Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the
claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Canadian Guarantor,
any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.11) that is valid and enforceable and not subordinated to the claims of
other creditors as determined in such action or proceeding. 
 Section 12.09 Information. Each Canadian Guarantor assumes all
responsibility for being and keeping itself informed of the Canadian Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Canadian Guaranteed Obligations and the nature, scope and
extent of the risks that each Canadian Guarantor assumes and incurs under this Canadian Guaranty, and agrees that none of any Agent or any Canadian Revolving Credit Lender shall have any duty to advise any Canadian Guarantor of information known to
it regarding those circumstances or risks. 

  
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 Section 12.10 Release of Canadian Guarantors. If, in compliance with the terms and
provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Canadian Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is
a Loan Party or (ii) any Canadian Guarantor becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations
under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of
the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Canadian Borrower shall have provided the Agents such certifications or
documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 12.10 in
accordance with the relevant provisions of the Collateral Documents. When all Canadian Revolving Credit Commitments hereunder have terminated, and all Canadian Revolving Credit Loans or other Canadian Guaranteed Obligations (other than
(x) obligations under Secured Hedge Agreements and Cash Management Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued and payable) hereunder which are accrued and payable have been paid or
satisfied in full in cash, this Agreement, the Canadian Collateral Documents and the Canadian Guaranty made herein shall terminate with respect to all Canadian Guaranteed Obligations, except with respect to Canadian Guaranteed Obligations that
expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Canadian Guarantor’s expense, take such actions as are necessary to release any Canadian Collateral owned
by such Canadian Guarantor in accordance with the relevant provisions of the Canadian Collateral Documents. 
 Section 12.11 Right
of Contribution. Each Canadian Guarantor hereby agrees that to the extent that a Canadian Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Canadian Guarantor shall be entitled to seek and receive
contribution from and against any other Canadian Guarantor hereunder (or any U.S. Guarantor pursuant to its U.S. Guaranty of the Canadian Obligations) which has not paid its proportionate share of such payment. Each Canadian Guarantor’s right
of contribution shall be subject to the terms and conditions of Section 11.04. The provisions of this Section 11.11 shall in no respect limit the obligations and liabilities of any Canadian Guarantor to the Administrative Agent, Collateral
Agent and the Canadian Revolving Credit Lenders, and each Canadian Guarantor shall remain liable to the Administrative Agent, Collateral Agent and the Canadian Revolving Credit Lenders for the full amount guaranteed by such Canadian Guarantor
hereunder, 
 Section 12.12 Cross-Guaranty. Each Qualified ECP Guarantor hereby jointly and severally, absolutely,
unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan
Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.12 for up to the maximum amount of such liability that can be hereby incurred without
rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.12 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and
undertakings of each Qualified ECP Guarantor under this Section 11.12 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full and all Revolving Credit Commitments have been
terminated. Each Qualified ECP Guarantor intends that this Section 11.12 constitute, and this Section 11.12 shall be deemed to constitute, an agreement for the benefit of each Specified Guarantor for all purposes of the Commodity Exchange
Act. 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

			
	OMAHA HOLDINGS LLC,
	as Holdings
		
	By:	 	 /s/ John W. Zimmerman

		 	Name: John W. Zimmerman
		 	Title: President
	
	GATES GLOBAL LLC,
	as U.S. Borrower
		
	By:	 	 /s/ John W. Zimmerman

		 	Name: John W. Zimmerman
		 	Title: President
	
	TOMKINS AUTOMOTIVE CANADA LIMITED,
	as Canadian Borrower
		
	By:	 	 /s/ John W. Zimmerman

		 	Name: John W. Zimmerman
		 	Title: Secretary and Treasurer



  
 [ABL Credit Agreement]









 
			
	GATES GLOBAL CO.
	OMAHA ACQUISITION INC.
	GATES INVESTMENTS, INC.
	GATES INVESTMENTS, LLC,
	each as a U.S. Guarantor
		
	By:    	 	 /s/ John W. Zimmerman

		 	Name: John W. Zimmerman
		 	Title: President
	
	GATES ADMINISTRATION CORP.
	PHILIPS HOLDING CORPORATION
	TOMKINS BP US HOLDING CORP.,
	each as a U.S. Guarantor
		
	By:	 	 /s/ John W. Zimmerman

		 	Name: John W. Zimmerman
		 	Title: President and Chief Financial Officer
	
	GATES BRONCO HOLDINGS CORP.
	THE GATES CORPORATION,
	each as a U.S. Guarantor
		
	By:	 	 /s/ John W. Zimmerman

		 	Name: John W. Zimmerman
		 	Title: Chief Financial Officer
	
	DU-TEX PROPERTIES, LLC,
	as a U.S. Guarantor
		
	By:	 	 /s/ John W. Zimmerman

		 	Name: John W. Zimmerman
		 	Title: Manager



  
 [ABL Credit Agreement]










			
	GATES INTERNATIONAL HOLDINGS, LLC,
	as a U.S. Guarantor
	
	By THE GATES CORPORATION, its sole member
		
	By:	 	 /s/ John W. Zimmerman

		 	Name: John W. Zimmerman
		 	Title: Chief Financial Officer
	
	GATES DEVELOPMENT CORPORATION,
	as a U.S. Guarantor
		
	By:	 	 /s/ Rasmani Bhattacharya

		 	Name: Rasmani Bhattacharya
		 	Title: Secretary
	
	BROADWAY MISSISSIPPI DEVELOPMENT, LLC,
	as a U.S. Guarantor
	
	By GATES DEVELOPMENT CORPORATION, its sole member
		
	By:	 	 /s/ Rasmani Bhattacharya

		 	Name: Rasmani Bhattacharya
		 	Title: Secretary
	
	GATES E&S NORTH AMERICA, INC.
	GATES MECTROL, INC.,
	each as a U.S. Guarantor
		
	By:	 	 /s/ Rasmani Bhattacharya

		 	Name: Rasmani Bhattacharya
		 	Title: Assistant Secretary



  
 [ABL Credit Agreement]










			
	GATES CANADA INC.,
	each a Canadian Guarantor
		
	By:    	 	 /s/ Rasmani Bhattacharya

		 	Name: Rasmani Bhattacharya
		 	Title: Assistant Secretary



  
 [ABL Credit Agreement]










			
	CITIBANK, N.A.,
	as Administrative Agent, Collateral Agent, L/C Issuer and a Lender
		
	By:	 	 /s/ Justin McMahan

		 	Name: Justin McMahan
		 	Title: Vice President



  
 [ABL Credit Agreement]










			
	Credit Suisse AG, Cayman Islands Branch
	as a Lender
		
	By:    	 	 /s/ Judith Smith

		 	Name: Judith Smith
		 	Title: Authorized Signatory
		
	By:	 	 /s/ Vipul Dhadda

		 	Name: Vipul Dhadda
		 	Title: Authorized Signatory



  
 [ABL Credit Agreement]










			
	GOLDMAN SACHS LENDING PARTNERS LLC,
	as a Lender
		
	By:    	 	 /s/ Robert Ehudin

		 	Name: Robert Ehudin
		 	Title: Authorized Signatory



  
 [ABL Credit Agreement]










			
	Morgan Stanley Senior Funding Inc.
	as a Lender
		
	By:    	 	 /s/ Nicholas Romig

		 	Name: Nicholas Romig
		 	Title: Authorized Signatory



  
 [ABL Credit Agreement]










			
	DEUTSCHE BANK AG NEW YORK BRANCH
	as a Lender
		
	By:    	 	 /s/ Michael Shannon

		 	Name: Michael Shannon
		 	Title: Vice President
		
	By:	 	 /s/ Michael Getz

		 	Name: Michael Getz
		 	Title: Vice President



  
 [ABL Credit Agreement]










			
	UBS AG, STAMFORD BRANCH
	as a Lender
		
	By:    	 	 /s/ Jennifer Anderson

		 	Name: Jennifer Anderson
		 	Title: Associate Director
		
	By:	 	 /s/ Houssem Daly

		 	Name: Houssem Daly
		 	Title: Associate Director



  
 [ABL Credit Agreement]










			
	MIHI LLC
	as a Lender
		
	By:    	 	 /s/ Andrew Underwood

		 	Name: Andrew Underwood
		 	Title: Authorized Signatory
		
	By:	 	 /s/ T. Morgan Edwards II

		 	Name: T. Morgan Edwards II
		 	Title: Authorized Signatory



  
 [ABL Credit Agreement]









 
			
	 WELLS FARGO BANK, N.A.,
 as a
Lender

		
	By:	 	 /s/ Kathleen Davenport

		 	Name: Kathleen Davenport
		 	Title: Vice President
	
	 WELLS FARGO BANK, N.A. (London Branch),

as a Lender

		
	By:	 	 /s/ Tania Saldanha

		 	Name: Tania Saldanha
		 	Title: Authorized Signatory
	
	 WELLS FARGO CAPITAL FINANCE CORPORATION CANADA,

as a Lender

		
	By:	 	 /s/ Kathy Kilbourne

		 	Name: Kathy Kilbourne
		 	Title: CFO



  
 [ABL Credit Agreement]









 
			
	 SIEMENS FINANCIAL SERVICES, INC.

as a Lender

		
	By:    	 	 /s/ James Tregillies

		 	Name: James Tregillies
		 	Title: Vice President
		
	By:	 	 /s/ Sonia Vargas

		 	Name: Sonia Vargas
		 	Title: Senior Loan Closer



  
 [ABL Credit Agreement]